Common use of Debt Clause in Contracts

Debt. This Security Instrument and the grants, assignments and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if any.

Debt. This Security Instrument The Borrower will not, and will not permit any other Credit Party to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for: (a) Debt incurred under the Financing Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the grants, assignments Prepetition Second Lien Credit Agreement and transfers made in Article I are given for the purpose aggregate principal amount of securing the followingPrepetition Senior Notes, in such order each case, on the date of priority as Mortgagee may determine in its sole discretion this Agreement; (the "Debt"): c) Intercompany Debt arising from loans made by (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2i) the payment of all other monies agreed or provided Borrower to be paid by Mortgagor in any Guarantor, (ii) any Guarantor to the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereofBorrower, or the acquisition or perfection of the security therefor(iii) any Guarantor to any other Guarantor; provided, whether made or incurred at however, that upon the request of Mortgagor or Mortgagee (includingthe Administrative Agent at any time, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the any such Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is shall be evidenced by a new or additional promissory note or notes); (5) all principal, interestnotes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and other amounts the sole originally executed counterparts of which may hereafter shall be loaned by Mortgageepledged and delivered to the Administrative Agent, its successors or assigns, to or for the benefit of the owner Secured Parties, as security for the DIP Obligations; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the PropertyBorrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any Subsidiary incurred to finance the acquisition, when evidenced construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a promissory note or other instrument whichLien on any such assets prior to the acquisition thereof, by its termsand extensions, is secured hereby; (6) all other indebtedness, obligations renewals and liabilities now or hereafter existing replacements of any kind such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Mortgagor to Mortgagee under documents which recite that they are intended to be secured Debt permitted by this Security Instrument; and clause (7e) payment and performance of all covenants and obligations hereunder and under the Loan Documentsshall not exceed $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstanding.

Debt. This Security Instrument None of the Obligors or their Subsidiaries and none of the grantsPartnerships will incur, assignments and transfers made in Article I are given create, assume or permit to exist any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the purpose Notes or other Indebtedness; (b) Debt of securing the followingBorrower disclosed in Schedule 9.01, in such order and any renewals or extensions (but not increases) thereof; (c) Debt of priority as Mortgagee may determine in Parent and its sole discretion Subsidiaries (excluding Borrower and its Subsidiaries) to the "Debt"): (1) all principal, interest and other amounts due under extent same is not guaranteed or secured by Property of Borrower or its Subsidiaries; (d) accounts payable (for the Loan Documents; (2deferred purchase price of Property or services) the payment of all other monies agreed or provided from time to be paid by Mortgagor time incurred in the Note ordinary course of business which, if greater than 90 days past the invoice or the other Loan Documents; billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (3e) the payment of all sums advanced Debt under leases permitted under Section 9.08; (f) Debt associated with bonds or surety obligations pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee Governmental Requirements in connection with the operation of any Obligor's Oil and Gas Properties; (g) Debt of the Obligors under Hedging Agreements permitted under Section 9.02; (h) prior to a Successful Public Offering, Intercompany Debt owed by a Wholly Owned Subsidiary to the Borrower or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereofto another Obligor, or by the acquisition Borrower or perfection another Obligor to a Wholly Owned Subsidiary, provided, that, in each such case such Intercompany Debt in excess of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, $250,000 is (i) modifications evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the required principal payment dates or interest payment dates or bothAdministrative Agent, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of provided that the Debt or any part thereof at a different applicable rate of interest whether under any loans from Parent to Borrower or any of its Subsidiaries shall not exceed the Base Rate plus Applicable Margin then in effect, and (iii) subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (i) following a Successful Public Offering, Intercompany Debt shall be permitted only to the extent it is unsecured and subordinated to the Indebtedness on terms acceptable to the Administrative Agent, evidencing obligations arising under the Tax Sharing Agreement and Transition Services Agreement; (j) non-recourse Debt of Atlas Pipeline in its capacity as general partner of APL; and (k) Debt of the Borrower and its Subsidiaries not otherwise described under subparagraphs (a) through (j) above not to exceed $2,000,000 in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyaggregate.

Debt. This Security Instrument The Obligors will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the grants, assignments and transfers made in Article I are given Notes or other Indebtedness arising under the Note Documents or any guaranty of or suretyship arrangement for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and Notes or other amounts due Indebtedness arising under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note Documents; (b) Debt associated with bonds or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred surety obligations required by Mortgagee Governmental Requirements in connection with the operation of the Properties of the Obligors and the Subsidiaries and approved by the Required Holders; (c) intercompany Debt between any Obligor and any Subsidiary or between Obligors or between Subsidiaries to the extent permitted by this Section 11.2; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any part Person other than any Obligor or one of the Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either any Obligor or a Guarantor shall be subordinated to the Indebtedness; (d) endorsements of negotiable instruments for collection in the ordinary course of business; (e) Debt in the form of obligations for the deferred purchase price of property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established, provided that the aggregate principal amount of Debt permitted by this clause (e) together with the aggregate principal amount of Debt permitted by clause (f) of this Section 11.2 shall not exceed $200,000 at any time outstanding; (f) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including office equipment, data processing equipment and motor vehicles), including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any renewal, extension, modification, consolidation, change, substitution or restatement or any part such Debt that do not increase the outstanding principal amount thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, ; provided that (i) modifications such Debt is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the required aggregate principal payment dates amount of Debt permitted by this clause (f) together with the aggregate principal amount of Debt permitted by clause (e) of this Section 11.2 shall not exceed $200,000 at any time outstanding; (g) Debt incurred or interest payment dates deposits made (i) under worker’s compensation laws, unemployment insurance laws or bothsimilar legislation, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modificationsin connection with bids, extensions tenders, contracts (other than for the payment of Debt) or renewals leases to which such Obligor is a party, (iii) to secure public or statutory obligations of such Obligor, and (iv) of cash or U.S. government securities made to secure the performance of statutory obligations, surety, stay, customs and appeal bonds to which such Obligor a party in connection with the operation of the Debt or any part thereof at a different rate of interest whether or not Oil and Gas Properties, in each case in the case ordinary course of a note, business; (h) Debt under Swap Agreements listed in Schedule 8.19 and Swap Agreements entered into by the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for Company after the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by date hereof in accordance with this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyAgreement.

Debt. This Security Instrument and None of the grantsObligors will incur, assignments and transfers made in Article I are given create, assume or permit to exist any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the purpose Notes or other Indebtedness; (b) Debt of securing the followingBorrower disclosed in SCHEDULE 9.01, in such order and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1Property or services) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided from time to be paid by Mortgagor time incurred in the Note ordinary course of business which, if greater than 90 days past the invoice or the other Loan Documents; billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (3d) the payment of all sums advanced Debt under leases permitted under SECTION 9.08; (e) Debt associated with bonds or surety obligations pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee Governmental Requirements in connection with the operation of any Obligor's Pipeline Properties; (f) Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security thereforObligors under Hedging Agreements permitted under SECTION 9.07; (g) Intercompany Debt, whether made or incurred at the request of Mortgagor or Mortgagee (includingprovided, without limitation, that any such Intercompany Debt is (i) modifications if in excess of Five Hundred Thousand Dollars ($500,000), evidenced by an Intercompany Note which has been pledged to secure the Indebtedness and is in the possession of the required principal payment dates or interest payment dates or bothAdministrative Agent, as the case may be, deferring or accelerating payment dates wholly or partly; or and (ii) modifications, extensions or renewals subordinated to the Indebtedness upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt in an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) incurred in connection with a senior or any part thereof subordinated unsecured note offering with a maturity date at a different rate least one year beyond the maturity of interest whether or the Facilities, the documentation for which contains covenants no more restrictive than those set forth in this Agreement; and (j) Debt of the Borrower not otherwise described under SUBPARAGRAPHS (A) through (i) above not to exceed Five Hundred Thousand Dollars ($500,000) in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyaggregate.

Debt. This Security Instrument Not, and the grantsnot permit any other Loan Party to, assignments create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (b) Debt incurred or assumed after the Closing Date which is secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided, that the aggregate amount of all such Debt at any time outstanding shall not exceed two percent (32.0%) of Parent’s consolidated revenues as of the previous four Fiscal Quarters; (c) Debt of the Parent or Company to any Wholly-Owned Subsidiary or Debt of any Wholly-Owned Subsidiary to the Company, the Parent or another Wholly-Owned Subsidiary; provided that (i) the payment sum of all sums advanced (A) the aggregate principal amount outstanding of any such Debt owed by a foreign Subsidiary and (B) the aggregate Investments made after the date hereof by the Company or any domestic Subsidiary to any foreign Subsidiary (excluding in each case Investments the proceeds of which are used exclusively to effect an Acquisition pursuant to this Security Instrument Section 11.4 or to protect pay a Signing and preserve Performance Bonus pursuant to Section 11.13) shall not exceed $10,000,000, and (ii) any such Debt owed by a foreign Subsidiary shall be evidenced by a demand note in form and substance reasonably satisfactory to the Property Administrative Agent which has been pledged to the Administrative Agent in accordance with the terms of the Guaranty and Pledge Agreement; (d) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the Lien principal amount thereof is not increased; (f) Suretyship Liabilities arising with respect to customary indemnification obligations in favor of sellers and the security interest created hereby; assumptions of obligations (4other than Acquired Debt) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with Acquisitions permitted under Section 11.4 and purchasers in connection with Dispositions permitted under Section 11.4; (g) up to $2,000,000 in the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection aggregate of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or Acquired Debt assumed in Acquisitions permitted under Section 11.4 and (ii) modificationsDebt secured by property acquired by a Loan Party and assumed by such Loan Party in transactions which do not constitute Acquisitions; (h) convertible Debt issued by Parent, extensions or renewals so long as (i) the stated maturity of such Debt shall be a date not earlier than six months after the stated maturity date of the Loans as of the date of issuance, (ii) no mandatory redemption requirements prior to maturity other than upon a Change of Control or pursuant to other customary event risk features, (iii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing either immediately before or immediately after such issuance, after giving effect to the intended use of proceeds of such convertible Debt, with evidence that the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 11.12 on the date of measurement, and (iv) the restrictive covenants and events of default relating to such Debt or any part thereof at a different rate of interest whether or not are generally no more restrictive than those set forth in the case Credit Agreement (it being understood and agreed that Debt that has (A) no financial covenants, (B) no restrictive covenants with respect to incurrence, existence or making of liens, indebtedness or restricted payments and (C) dollar thresholds with respect to any events of default as a noteresult of judgments and defaults under other indebtedness no lower than those provided for in this Agreement for such categories of defaults, will satisfy the modificationrequirements of this clause (iv)); (i) Suretyship Liabilities with respect to (A) Debt otherwise permitted under this Section 11.1, extension and (B) Debt of Persons other than Loan Parties that would be permitted under this Section 11.1 if such Person were a Loan Party, but only to the extent (i) within the limitations set forth in this Section 11.1 and (ii) that one or renewal is evidenced more Loan Parties derive, directly or indirectly, substantial business or finance benefits therefrom, and such Debt of other Persons shall count against such limitations; (j) Suretyship Liabilities that constitute Investments permitted under Section 11.10 (unless only permitted by a new or additional promissory note or notesclause (b) of Section 11.10); and (5k) all principalother Debt, interestin addition to the Debt listed above, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of in an aggregate outstanding amount not at any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anytime exceeding $2,000,000.

Debt. This Security Instrument Neither any Obligor nor any Subsidiary shall incur or maintain any Debt, other than, without duplication, the following (Debt permitted under this Section 7.13 is hereafter referred to as “Permitted Debt”): (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase or refinance the grantspurchase of Equipment, assignments and transfers made in Article I are given for the purpose of provided that (i) Liens securing the following, in same attach only to the Equipment acquired by the incurrence of such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest Debt and other amounts due under or secured Equipment the financing of which was provided by the Loan Documents; same vendor, and (2ii) the payment aggregate amount of all other monies agreed such Debt (including Capital Leases) outstanding does not exceed $10,000,000 at any time; (d) any Refinancing by an Obligor or any Subsidiary of Debt incurred in accordance with clause (b) above; provided that (i) the principal amount of such Refinanced Debt is not increased, (ii) the Liens, if any, securing such Refinanced Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be paid by Mortgagor in refinanced, (iii) no Person that is not an obligor or guarantor of such Debt shall become an obligor or guarantor of such Refinanced Debt; and (iv) the Note terms of such refunding, renewal or extension are no less favorable to the Obligors, the Agent or the other Loan Documents; Lenders than the original Debt; (3e) intercompany Debt among the payment Borrowers and their Subsidiaries to the extent the Investment represented thereby is permitted under Section 7.10 and such Debt is subordinated to the repayment of all sums advanced pursuant the Obligations at least to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; extent set forth in Section 13.5; (4f) the payment of all sums advanced and costs and expenses Debt incurred by Mortgagee in connection with a Permitted Acquisition, to the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or extent permitted under the acquisition or perfection definition of the security therefor, whether made or incurred at the request Permitted Acquisition that consists of Mortgagor or Mortgagee (including, without limitation, (i) modifications Debt existing prior to the consummation of the required principal payment dates or interest payment dates or bothPermitted Acquisition (and not incurred in contemplation thereof) that is permitted to be assumed by the Obligors pursuant to clause (c) above, as the case may be, deferring or accelerating payment dates wholly or partly; or and (ii) modifications, extensions or renewals Debt acceptable to the Agent that is incurred in favor of the Debt or any part thereof at seller in such Permitted Acquisition as a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit portion of the owner of purchase price for such Permitted Acquisition, including all Debt under non-compete arrangements entered into in connection with such Permitted Acquisition that is acceptable to the PropertyAgent; and (g) other Debt, when evidenced by a promissory note or other instrument which, by its terms, that is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be not secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documentsany Lien, if anyin an aggregate amount outstanding at any time not to exceed $5,000,000.

Debt. This Security Instrument No Loan Party shall incur or maintain any Debt, other than: (a) the Obligations; (b) Debt existing on the Closing Date and the grantsdescribed on Schedule 7.13; (c) Capital Leases, assignments and transfers made mortgage financings or purchase money obligations, in Article I are given each case, incurred for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) financing all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereofof the purchase price or cost of design, construction, installation or improvement of property, plant or equipment, in each case, not constituting Inventory; provided that (i) Liens securing the same are permitted by clause (p) of the definition of “Permitted Liens,” and (ii) the aggregate principal amount of purchase money obligations of the Loan Parties constituting Debt outstanding does not exceed $150,000,000 at any time; (d) the Bond Debt; (e) other unsecured Debt; (f) Debt evidencing a substantially concurrent (substantially concurrent shall be not more than forty-five (45) days prior to any refunding, renewal, extension, modificationdefeasance, consolidationor replacement of Debt) refunding, changerenewal, substitution extension, defeasance, or restatement replacement (“Refinancing”) of the Debt existing on the Closing Date and described on Schedule 7.13 and other Debt permitted hereunder (the “Replaced Debt”); provided that in the case of any such secured debt (i) the principal amount thereof is not increased, except in an amount equal to all accrued interest on such Replaced Debt and the amount of fees, expenses and premiums incurred in connection with such Refinancing, (ii) the Liens, if any, securing such Debt do not attach to any assets in addition to those types of assets, if any, securing the Replaced Debt, (iii) no Person that is not an obligor or any part guarantor of such Replaced Debt as of such date shall become as of such date, an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal, or extension are not materially less favorable, taken as a whole, to the Borrowers, the Agent, or the acquisition or perfection of Lenders than the security thereforReplaced Debt, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, the maturity date thereof and any principal amortization thereof; (g) Debt of any Loan Party owed to any Restricted Subsidiaries, or Debt of any Restricted Subsidiary owed to the owner of its Capital Stock which is a Loan Party; (h) Debt to finance insurance premiums in an amount not to exceed $10,000,000 at any time outstanding; (i) modifications Debt arising under Hedge Agreements or the Gas Supply/Purchase Agreement; (j) Debt among Loan Parties on terms of the required kind customarily employed to allocate charges among members of a consolidated group of entities, in each such case, that are fair and reasonable to the Loan Parties and consistent with past practices of the Loan Parties; (k) Guaranties permitted by Section 7.12; (l) Debt constituting Limited Recourse Stock Pledges; and (m) Debt, other than those in clauses (a) through (l) above, secured by Liens on assets not constituting Collateral, in the aggregate principal payment dates or interest payment dates or both, as amount outstanding at any time not to exceed the case may be, deferring or accelerating payment dates wholly or partly; or greater of (i) $600,000,000 and (ii) modifications, extensions or renewals 30% of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyTangible Assets.

Debt. This Security Instrument Not, and the grantsnot permit any other Loan Party to, assignments create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (3i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the payment Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of all sums advanced pursuant purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to this Security Instrument to protect and preserve Administrative Borrower or the Property and relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the Lien and aggregate obligations in respect of such purchase price adjustments would not result in a breach of the security interest created hereby; limitations set forth in Section 7.11; (4j) the payment of all sums advanced and costs and expenses Debt incurred by Mortgagee in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any part thereof, Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection Borrower of the security thereforDebt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, whether made or in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred at pursuant to the request consummation of Mortgagor or Mortgagee (includingPermitted Acquisitions, without limitation, so long as (i) modifications the amount of such Debt that is reflected on the required principal payment dates or interest payment dates or both, balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the case may be, deferring or accelerating payment dates wholly or partly; or aggregate for all Loan Parties at any time outstanding and (ii) modifications, extensions or renewals such Debt does not result in payment obligations of the Debt or any part thereof at a different rate of interest whether or not Loan Parties that exceed $3,000,000 in the case aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit Debt of the owner type described in Section 7.14.4; and (o) obligations of the Property, when evidenced one or more Loan Parties in respect to bank guarantees issued by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing Commerzbank up to an aggregate amount of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if any500,000 Euro.

Debt. This Security Instrument and the grantsThe Borrower will not, assignments and transfers made in Article I are given for the purpose of securing the followingnor will it permit its Subsidiaries to, in such order of priority as Mortgagee may determine in its sole discretion create, incur, assume or suffer to exist any Debt except: (the "Debt"): (1a) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced Debt pursuant to this Security Instrument to protect and preserve Agreement or an Incremental Term Loan Agreement; (b) Current liabilities of the Property and Borrower or its Subsidiaries incurred in the Lien and the security interest created hereby; (4) the payment ordinary course of all sums advanced and costs and expenses incurred by Mortgagee business that is extended in connection with the normal purchases of goods and services; (c) Debt of any Person that becomes a Subsidiary of the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or any part thereof, any renewal, extension, modificationSubsidiary in connection with its acquisition (whether by merger, consolidation, change, substitution acquisition of all or restatement or any part thereof, or the acquisition or perfection substantially all of the security thereforassets or acquisition that results in the ownership of greater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, whether made in each case, Debt refinancing, extending, renewing or incurred at the request of Mortgagor or Mortgagee (including, without limitation, refunding such Debt; provided that (i) modifications the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the required principal payment dates or interest payment dates or bothproceeds thereof, as the case may be, deferring the aggregate principal amount of all such Debt, and of all Debt previously incurred or accelerating payment dates wholly or partly; or (ii) modificationsassumed pursuant to this Section 7.09(c), extensions or renewals and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (d) Debt or any part thereof at a different rate of interest whether or not in the case form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (e) all obligations of such Person arising under letters of credit (including standby and commercial); (f) Debt solely resulting from a notepledge of the membership interests or other equity interests in a Designated Joint Venture owned by the Borrower or a Subsidiary securing indebtedness of such Designated Joint Venture; (g) other Debt of the Borrower so long as, after giving effect to the incurrence of such Debt, the modification, extension or renewal Borrower is evidenced by a new or additional promissory note or notes)in compliance with Section 7.02; and (5h) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit Debt of the owner Subsidiaries of the PropertyBorrower so long as, when evidenced by a promissory note or other instrument whichafter giving effect to the incurrence of such Debt, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance the aggregate outstanding principal amount of all covenants and obligations hereunder and Debt outstanding under the Loan Documents, if anythis clause (j) does not exceed 15% of Consolidated Net Tangible Assets.

Debt. This Security Instrument The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or Secured Swap Agreements or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents or Secured Swap Agreements. (b) Debt of the Borrower and the grantsSubsidiaries existing on the date hereof that is reflected in the Financial Statements and on Schedule 9.02 and any refinancings, assignments refundings, replacements, renewals and transfers made extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) Debt of any Loan Party in Article I are given respect of deferred payment obligations for well completion services in connection with the purpose development of securing the followingits Oil and Gas Properties including drilling, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest fracking services and other amounts due under or related services; provided that (i) the principal amount of such payment obligations outstanding at any one time shall not exceed $10,000,000 and (ii) such Debt shall not be secured by any Liens (other than Excepted Liens). (d) Debt under Capital Leases or Purchase Money Debt not to exceed $1,000,000 in the aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties and otherwise in the ordinary course of business. (f) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to the Loan Documents; , and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (2g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (i) Debt of any Person at the time such Person becomes a Subsidiary of the Borrower or any Subsidiary, or is merged or consolidated with or into the Borrower or any Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Subsidiaries shall be liable for such Debt, (iii) the payment Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of all such Debt that is secured does not exceed $1,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date. (j) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other monies agreed Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05. (k) Cima Acquisition Deferred Purchase Price Obligations; provided to that the aggregate principal amount of outstanding Cima Acquisition Deferred Purchase Price Obligations (i) shall not exceed $56,666,667 as of any date during the period from April 1, 2015 through and including June 30, 2015, (ii) shall not exceed $39,166,667 as of any date during the period from July 1, 2015 through and including September 30, 2015, (iii) shall not exceed $21,666,667 as of any date during the period from October 1, 2015 through and including December 31, 2015, and (iv) shall be paid in full on or prior to December 31, 2015. (l) unsecured Debt or Debt secured by Mortgagor Liens on Property other than Oil and Gas Properties not to exceed $1,000,000 in the Note aggregate at any time outstanding. (m) unsecured Debt owing by the Borrower to the Parent which shall not exceed $1,000,000 outstanding at any time; provided that (i) any such Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the incurrence of any such Debt, the Parent shall have executed and delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Indebtedness, in form and substance satisfactory to the Administrative Agent. (n) Debt in respect of unsecured notes, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing, (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (C) no Borrowing Base Deficiency would result after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 2.07(g) (and any concurrent repayment of Debt with the proceeds from such Senior Notes) and (D) if such Debt is incurred after the First Redetermination Date, the Borrower is in Pro Forma compliance with the covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (ii) with respect to any such Debt that exists at any time from and after the First Redetermination Date, (A) such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (B) such Debt does not contain mandatory redemption events that require redemption of such Debt prior to 120 days after the Maturity Date (other than provisions requiring offers to repurchase in connection with asset sales or any change of control), (C) such Debt does not prohibit prior repayment of Loans, (D) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents; , and (3E) the payment terms of all sums advanced pursuant to this Security Instrument to protect and preserve such Debt are the Property and the Lien and the security interest created hereby; result of arm’s-length negotiations. (4o) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, which represents an extension, modification, consolidation, change, substitution or restatement or any part thereofrefinancing, or the acquisition or perfection renewal of any of the security thereforSenior Notes; provided that, whether made if such extension, refinancing, or incurred at renewal occurs on or after the request of Mortgagor or Mortgagee (including, without limitationFirst Redetermination Date, (i) modifications the principal amount of such Debt is not increased (other than by the required principal payment dates costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or interest payment dates or bothrenewal), as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modificationssuch extension, extensions refinancing or renewals renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or any part thereof at a different rate of interest whether or not in the case of a noterenewed and such extension, the modification, extension refinancing or renewal does not result in any principal amount owing in respect of Senior Notes becoming due earlier than the date that is evidenced by a new or additional promissory note or notes); (5) all principal, interest120 days after the Maturity Date, and other amounts which may hereafter be loaned by Mortgagee(iii) if the Debt that is refinanced, its successors renewed, or assignsextended was subordinated in right of payment to the Indebtedness, to or for then the benefit terms and conditions of the owner of refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the PropertyAdministrative Agent and the Lenders as those that were applicable to the refinanced, when evidenced by a promissory note renewed, or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyextended Debt.

Debt. This Security Instrument Holdings and the grantsBorrower shall not, assignments and transfers made shall not permit any of its Restricted Subsidiaries to, incur or maintain any Debt, other than the following Debt (collectively, “Permitted Debt”): (a) Debt of Holdings and any of its Restricted Subsidiaries under the Loan Documents; (b) (i) Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article I 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Restricted Subsidiaries , shall not, when taken together with the aggregate principal amount of Debt permitted under this Section 8.12, that is secured by Liens incurred under clause (pp) of the definition of “Permitted Liens,” exceed the greater of (A) $20,000,00075,000,000 and (B) 3.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to another Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements, provided that such Hedge Agreements are given entered into by a Borrower or Restricted Subsidiary of Holdings in the ordinary course of business and not for speculative purposes; (f) Guaranties by Holdings and its Restricted Subsidiaries in respect of Debt of the Borrower or any of its Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt, (ii) if the Debt being guaranteed by any Obligor is Debt of a Restricted Subsidiary that is not an Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (iii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (k) Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business, (y) consisting of indemnities or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of securing financing such acquisition or (z) consisting of earnout obligations incurred in connection with any Permitted Acquisition or any other acquisition constituting a Permitted Investment permitted hereunder not to exceed in the followingaggregate outstanding at any time $20,000,000; provided that the holder of such earnout obligations shall have agreed to restrictions to be determined by the Agent and the Required Lenders and such earnout obligations are subordinated to the Obligations on terms and pursuant to documentation reasonably acceptable to the Agent and the Required Lenders; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other service providers, (y) other similar arrangements incurred by such Persons in connection with Permitted Acquisitions (or other acquisitions constituting Permitted Investments) or (z) any other Investment permitted under Section8.11; (m) Debt consisting of promissory notes issued by the Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or Stock of any Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) Debt incurred pursuant to the First Financial Loan Documents, in an aggregate principal amount not to exceed $30,000,000 and any Refinancing Debt related thereto; (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (i) such order Debt is not guaranteed by any Obligor, (ii) the holder of priority as Mortgagee may determine in its sole discretion such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason of representations or warranties, agreement of the parties, operation of law or otherwise, (the "Debt"): (1iii) all principal, interest and other amounts due under or such Debt is not secured by the Loan Documents; any assets other than assets of such Restricted Subsidiary and its Subsidiaries and (2iv) the payment aggregate amount of all other monies agreed Debt incurred under this clause (p) shall not exceed the greater of (x) $10,000,000 and (y) 1.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or provided prior to be paid such date of incurrence); (q) ABL Facility Indebtedness in an aggregate principal amount not to exceed the amount permitted under the ABL Intercreditor Agreement and any Refinancing Debt thereof not prohibited by Mortgagor the terms of the ABL Intercreditor Agreement; (r) Guaranties incurred in the Note ordinary course of business (and not in respect of Debt for borrowed money) in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) unsecured Debt in respect of obligations of Holdings or any Restricted Subsidiary to pay the other Loan Documentsdeferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (3ii) unsecured Debt in respect of intercompany obligations of Holdings or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (t) the payment of all sums advanced pursuant IO-TEQ Debt in an aggregate amount not to this Security Instrument exceed $413,080.00; (u) solely to protect and preserve the Property and extent that the Lien and Permitted Sale Leaseback Transaction has occurred, Attributable Indebtedness incurred in connection with the security interest created hereby; Permitted Sale Leaseback Transaction; (4v) solely to the extent that the Permitted Sale Leaseback Transaction has not occurred, purchase money Debt incurred to finance (or refinance) the payment acquisition of all sums advanced the Specified FTS Real Property in an aggregate principal amount not to exceed $50,000,000 (not including any reasonable and document out-of-pocket fees, costs and expenses incurred by Mortgagee or assessed in connection with such Debt); (w) Debt evidenced by the Back-Stop Note, the Closing Date Note and the Equify Bridge Note, in each case, in an aggregate principal amount not to exceed the outstanding principal amount thereof on the Closing Date (such capped amount not including interest paid in kind in respect thereof at the rate per annum in effect thereunder on the Closing Date); and (x) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (w) above. For purposes of determining compliance with this Section 8.12, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses, the Borrower, in its sole discretion, may classify (but not reclassify) such item of Debt (or any portion thereof) and will only be required to include the amount and type of such Debt in one or, if it satisfies the criteria for more than one clause above, can be allocated among one or more of the above clauses. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Debt shall not be deemed to be an incurrence of Debt for purposes of this Section 8.12. Notwithstanding anything herein to the contrary, neither Equify Financial LLC (nor any of its Affiliates) shall loan or otherwise provide any Debt or any part thereof, commitment to provide Debt to any renewal, extension, modification, consolidation, change, substitution or restatement Obligor or any part thereof, or the acquisition or perfection other Subsidiary of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee Holdings (including, without limitation, other than (i) modifications of Back-Stop Note, the required principal payment dates or interest payment dates or bothClosing Date Note and the Equify Bridge Note and, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modificationspurchase money equipment financing to be provided by Equify Financial LLC to Flotek, extensions BPC and their respective Subsidiaries for so long as such Persons (x) are not Subsidiaries of Holdings or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes(y) are Specified Unrestricted Subsidiaries); (5) all principal, interest, and other amounts which may hereafter be loaned (iii) the purchase money equipment financing provided by MortgageeEquify Financial LLC to U.S. Well Services, Inc. and/or its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anySubsidiaries.

Debt. This Security Instrument The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the grants, assignments and transfers made in Article I are given Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and Notes or other amounts due Indebtedness arising under or secured by the Loan Documents; . (2b) Debt of the payment of all other monies agreed or provided to be paid by Mortgagor Borrower and its Subsidiaries existing on the date hereof that is reflected in the Note Financial Statements. (c) Debt under Capital Leases or the other Loan Documents; non-recourse purchase money Debt not to exceed $2,000,000 at any time. (3d) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred Debt associated with worker's compensation claims, performance, bid, surety or similar bonds or surety obligations required by Mortgagee Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereofbetween the Borrower, or between the acquisition Borrower and any Subsidiary or perfection between any Subsidiary and any other Subsidiary to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the security thereforBorrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement, whether made or incurred otherwise on terms, and pursuant to documentation, acceptable to the Administrative Agent. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) other Debt not to exceed $5,000,000 in the aggregate at any one time outstanding. To satisfy the request requirements set forth in the second proviso to clause (e) above, the Borrower hereby subordinates and makes inferior any and all intercompany Debt now or at any time hereafter owed by any Guarantor to the Borrower to the Indebtedness, and agrees that if an Event of Mortgagor Default shall have occurred and be continuing, not to permit any such Guarantor to repay, or Mortgagee (includingto accept payment from any such Guarantor of, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the such Debt or any part thereof at a different rate of interest whether or not in without the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit prior written consent of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyLenders.

Debt. This Security Instrument and None of the grantsBorrower or any of its Consolidated Subsidiaries will incur, assignments and transfers made in Article I are given create or assume any Debt, except: (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the purpose Notes or other Obligations; (b) Debt of securing the followingBorrower disclosed in Schedule 9.01, in such order and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1Property or services) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided from time to be paid by Mortgagor time incurred in the Note ordinary course of business which, if greater than 90 days past the invoice or the other Loan Documents; billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (3d) the payment of all sums advanced [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt or under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, such Intercompany Debt is (i) modifications if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the required principal payment dates or interest payment dates or bothAdministrative Agent, as the case may be, deferring or accelerating payment dates wholly or partly; or and (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of any Intercompany Debt owing to an Obligor from a noteConsolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the modificationBorrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , extension (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or renewal its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is evidenced by a new or additional promissory note or notesacquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (5p) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit Debt of the owner of Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyaggregate.

Debt. This The Company will not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (a) in the case of the Company: (i) Debt owed to a Wholly Owned Subsidiary of the Company; provided that (A) any such Debt owed by the Company to any Wholly Owned Subsidiary of the Company that is not a Subsidiary Guarantor shall be expressly subordinated in right of payment to the obligations of the Company under the Note Documents and (B) if any such Debt is owed to a Subsidiary Guarantor, such Debt shall be evidenced by, and subject to the provisions of, an intercompany note that shall be pledged to the Collateral Agent in accordance with the terms of the Security Instrument and Agreement; (ii) other unsecured Debt incurred in the grants, assignments and transfers made in Article I are given for ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the purpose Company with respect to any Debt or other obligation of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): any Subsidiary; provided that (1) all principalthe Company shall be in pro forma compliance with the covenants contained in Section 10.1, interest calculated based on the financial statements most recently delivered to the holders of the Notes pursuant to Section 7.1(a) or (b) and other amounts due under as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or secured by person performing similar functions) of the Loan Documents; Company delivered to the holders of the Notes demonstrating such compliance and (2) such unsecured Debt ranks junior to the payment of all Notes; (iii) other monies agreed or provided to be paid by Mortgagor unsecured Debt incurred in the Note ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Company with respect to any Debt or other Loan Documentsobligation of any Subsidiary; provided that (1) the Company shall be in pro forma compliance with the covenants contained in Section 10.1, calculated based on the financial statements most recently delivered to the holders of the Notes pursuant to Section 7.1(a) or (b) and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Company delivered to the holders of the Notes demonstrating such compliance, (2) such unsecured Debt matures, and does not begin to amortize until, more than six months after the maturity date of the Series B Notes and (3) the payment covenants and other material terms of all sums advanced pursuant to such unsecured Debt are no more restrictive than those set forth in this Security Instrument to protect and preserve the Property Agreement and the Lien and other Note Documents; and (iv) Debt under the security interest created hereby; Bank Facility in an aggregate outstanding principal amount not to exceed $750,000,000 at any time; (4b) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of any Subsidiary of the Company: (i) Debt owed to the Company or to a noteWholly Owned Subsidiary of the Company; provided that (A) any such Debt owed by a Subsidiary Guarantor to a Wholly Owned Subsidiary that is not a Subsidiary Guarantor shall be expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under the Note Documents and (B) except in the case of Debt arising pursuant to a transaction permitted by clause (c)(viii) below, any such Debt owed to the Company or to a Subsidiary Guarantor shall be evidenced by, and subject to the provisions of, an intercompany note that shall be pledged to the Collateral Agent in accordance with the terms of the Security Agreement, and (ii) Debt in the form of a Guaranty of Debt otherwise permitted under this Section 10.3; and (c) in the case of the Company and its Subsidiaries: (i) Debt under this Agreement, the modificationNotes and the other Note Documents; (ii) the Surviving Debt set forth on Schedule 10.3(c) hereto (other than Debt under the Bank Facility); (iii) non-recourse Debt of the Company and its Subsidiaries incurred solely to finance capital expenditures for the development of Greenfield Projects; (iv) non-recourse Debt secured by Liens permitted by Section 10.2(d); (v) Debt in respect of (1) Swaps incurred in the ordinary course of business and consistent with prudent business practice with the aggregate value thereof not to exceed $10,000,000 at any time outstanding and (2) interest rate Swaps incurred in the ordinary course of business and consistent with prudent business practice of up to $250,000,000 in the aggregate of notional indebtedness at any time outstanding; (vi) any Debt extending the maturity of, extension or renewal is refunding or refinancing, in whole or in part, any Surviving Debt or other Debt permitted under this Section 10.3 (other than Debt under the Bank Facility); provided that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; provided, further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are consistent with prudent business practice and incurred in the ordinary course of business; (vii) Capital Lease Obligations aggregating not more than $100,000,000 and other unsecured Debt incurred in the ordinary course of business; provided, in each case, that the Company shall be in pro forma compliance with the covenants contained in Section 10.1, calculated based on the financial statements most recently delivered to the holders of the Notes pursuant to Section 7.1(a) or (b) and as though such Capital Lease Obligations or Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit certificate of the owner chief financial officer (or person performing similar functions) of the PropertyCompany delivered to the holders of the Notes demonstrating such compliance, when evidenced by a promissory note or other instrument which, by and (viii) Debt of the Company and its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan DocumentsSubsidiaries, if any, arising in connection with receivables securitization programs on terms and conditions customary for transactions of that type in an aggregate principal amount not to exceed $100,000,000 at any time outstanding.

Debt. This Security Instrument and The Borrower will not, nor will it permit any of the grantsRestricted Subsidiaries to, assignments and transfers made in Article I are given for the purpose of securing the followingincur, in such order of priority as Mortgagee may determine in its sole discretion create, assume or suffer to exist any Debt, except: (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2a) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note Notes or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and Obligations arising under the Loan Documents, Cash Management Agreements or the Secured Swap Agreements; (b) Debt of the Borrower and the other Credit Parties existing on the date hereof that is reflected on Schedule 9.02 and any Permitted Refinancing Debt issued or incurred to refinance such Debt. (c) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount of all Debt described in this Section 9.02(c) at any one time outstanding shall not to exceed $50,000,000 in the aggregate; (d) intercompany Debt between the Borrower and any other Credit Party or between Credit Parties; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party; and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; (e) Debt constituting a guaranty by a Credit Party of Debt permitted to be incurred under this Section 9.02 and any Permitted Refinancing Debt in respect thereof; (f) (i) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding, which may be secured as permitted by Section 9.03; provided, however, that the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) and (ii) Permitted Refinancing Debt in respect thereof; (g) Debt arising under Swap Agreements in compliance with Section 9.16; (i) Specified Additional Debt; provided that (A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) (the “Additional Debt Conditions”) and (ii) any Permitted Refinancing Debt in respect of Debt described in clause (i); (i) Debt incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of Property (including “earn-outs” or similar obligations) and purchase price adjustments in respect of the purchase of Property (including pursuant to any Permitted Acquisition or Investment permitted hereunder); (i) Debt of the Borrower or any Restricted Subsidiary assumed in connection with any acquisition (including any Permitted Acquisition) or other Investment permitted hereunder subject to the Additional Debt Conditions (“Assumed Debt”); provided that, with respect to any such Debt incurred after the Effective Date, (A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) if anysecured, secured by Junior Liens subject to the representative of such Debt becoming party to a Customary Intercreditor Agreement and (C) the Borrowing Base shall have been adjusted to the extent required by the Additional Debt Conditions, and (ii) any Permitted Refinancing Debt in respect of Debt described in Section 9.02(j)(i); and (k) [reserved]. For purposes of determining compliance with Section 9.02, in the event that an item of Debt (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Debt described in Sections 9.02(a) through 9.02(j) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such item of Debt (or any portion thereof) in any one or more of the types of Debt described in Sections 9.02(a) through 9.02(j) and will only be required to include the amount and type of such Debt in such of the above Sections as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an item of Debt in more than one of the types of Debt described in Sections 9.02(a) through 9.02(j) above.

Debt. This Security Instrument and The Borrower will not, nor will it permit any of the grantsRestricted Subsidiaries to, assignments and transfers made in Article I are given for the purpose of securing the followingincur, in such order of priority as Mortgagee may determine in its sole discretion create, assume or suffer to exist any Debt, except: (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2a) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note Notes or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and Obligations arising under the Loan Documents, Cash Management Agreements or the Secured Swap Agreements; (b) Debt of the Borrower and the other Credit Parties existing on the date hereof that is reflected on Schedule 9.02 and any Permitted Refinancing Debt issued or incurred to refinance such Debt. (c) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount of all Debt described in this Section 9.02(c) at any one time outstanding shall not to exceed $50,000,000 in the aggregate; (d) intercompany Debt between the Borrower and any other Credit Party or between Credit Parties; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party; and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; (e) Debt constituting a guaranty by a Credit Party of Debt permitted to be incurred under this Section 9.02 and any Permitted Refinancing Debt in respect thereof; (f) (i) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding, which may be secured as permitted by Section 9.03; provided, however, that the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) and (ii) Permitted Refinancing Debt in respect thereof; (g) Debt arising under Swap Agreements in compliance with Section 9.16; (i) Specified Additional Debt; provided that (A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) (the “Additional Debt Conditions”) and (ii) any Permitted Refinancing Debt in respect of Debt described in clause (i); (i) Debt incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of Property (including “earn-outs” or similar obligations) and purchase price adjustments in respect of the purchase of Property (including pursuant to any Permitted Acquisition or Investment permitted hereunder); (j) (i) Debt of the Borrower or any Restricted Subsidiary assumed in connection with any acquisition (including any Permitted Acquisition) or other Investment permitted hereunder subject to the Additional Debt Conditions (“Assumed Debt”); provided that, with respect to any such Debt incurred after the Effective Date, (A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) if anysecured, secured by Junior Liens subject to the representative of such Debt becoming party to a Customary Intercreditor Agreement and (C) the Borrowing Base shall have been adjusted to the extent required by the Additional Debt Conditions, and (ii) any Permitted Refinancing Debt in respect of Debt described in Section 9.02(j)(i); and (k) [reserved]. For purposes of determining compliance with Section 9.02, in the event that an item of Debt (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Debt described in Sections 9.02(a) through 9.02(j) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such item of Debt (or any portion thereof) in any one or more of the types of Debt described in Sections 9.02(a) through 9.02(j) and will only be required to include the amount and type of such Debt in such of the above Sections as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an item of Debt in more than one of the types of Debt described in Sections 9.02(a) through 9.02(j) above.

Debt. This Security Instrument and Neither the grantsBorrower nor any Subsidiary will: (a) Incur, assignments and transfers made in Article I are given for create or assume any Debt, other than Permitted Debt, such that the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection ratio of the security therefor, whether made or incurred Borrower's Adjusted Consolidated Net Tangible Assets (as at the request end of Mortgagor or Mortgagee (including, without limitation, the immediately preceding calendar quarter) to the sum of (i) modifications Borrower's Consolidated Indebtedness (after such incurrence, creation or assumption of additional Debt other than Permitted Debt) plus (ii) past due interest on Debt, is less than 1.5 to 1.0. This covenant shall also apply to any such Debt incurred or assumed as a result of a merger or consolidation with any other Person. Any such Debt so incurred, created or assumed (without violation of this Section 8.01) must be fully subordinated to the Obligations unless the Agent agrees otherwise, provided that, so long as ECT has been given a first look and right to make a proposal for any future subordinated indebtedness, up to $25,000,000 (less the maximum potential balance at the time in question of the Schedule 8.02 Payables) in the aggregate of such Debt may be incurred that is pari passu in right of payment with the Notes. Notwithstanding the foregoing, in the event of any refinancing of the Senior Loan, which refinancing does not violate, on a proforma basis for the four fiscal quarters of the Borrower after the refinancing, the interest coverage test of Section 8.16, the current ratio test of Section 8.17, or, provided the amount of such refinanced Senior Loan is more than $75,000,000, the covenant in the first sentence of this subsection (a), the refinanced Senior Loan shall remain senior to (and shall not be subordinate to) the Obligations; or (b) Incur, create, suffer or assume any accounts payable for the deferred purchase price of Property or services or any Trade Payables which are more than 75 days past the invoice or billing date, unless such accounts payable are either (i) being contested in good faith by appropriate proceedings and reserves as required principal payment dates or interest payment dates or bothunder GAAP shall have been established therefor, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or Schedule 8.02 Payables which are not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anypast due.

Debt. This Security Instrument The Borrower shall not, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Secured Obligations and the grantsDebt outstanding under the Bilateral Agreement; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that, assignments if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors for goods or services and transfers made current operating liabilities (other than for borrowed money) which in Article I each case are given for the purpose of securing the followingnot more than 90 days past due, in such order each case incurred in the ordinary course of priority business, as Mortgagee presently conducted, unless contested in good faith and by appropriate proceedings; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $1,000,000 at any time; provided neither the Borrower nor any Subsidiary of the Borrower may determine enter into additional indebtedness of the type described in its sole discretion this clause (d) if a Default is continuing or entering into the "Debt"): additional indebtedness could reasonably be expected to cause a Default; (1e) all principal, interest and other amounts due under or Debt secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection Liens of the security therefor, whether made or incurred at type described in Section 6.2(f); (f) Debt existing on the request of Mortgagor or Mortgagee (including, without limitationEffective Date and set forth in Schedule 6.1; provided that, (i) modifications of the required principal payment dates Borrower shall not amend the maturity date thereof to a date that is at or interest payment dates or bothearlier than the scheduled Maturity Date, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modificationsthe Borrower shall not make any prepayments thereof other than as expressly provided by the terms thereof existing on the date hereof, extensions and (ii) the amount of such Debt may not be increased other than as a result of fees and expenses reasonably incurred in connection with any refinancing, refunding, renewal, or renewals extension thereof; (g) Debt represented by the Convertible Senior Notes pursuant to the Indenture and the subsidiary guarantees thereof pursuant to the Indenture; provided that (i) all of such Debt shall have been issued under the initial issuance thereof or under the over-allotment option exercised by the underwriters thereof, (ii) immediately before and immediately after giving effect to the issuance of such Debt, no Default or Event of Default shall have occurred or be continuing, and (iii) such Debt shall not have (A) any affirmative or negative covenant (including financial covenants) that is more restrictive than those set forth in this Agreement, provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (h), (B) any restriction on the ability of the Debt Borrower or any part thereof at a different rate of interest whether its Subsidiaries to enter into or not in amend, modify, restate or otherwise supplement this Agreement or the case other Credit Documents, (C) any collateral or other security for such Indebtedness, (D) any restrictions on the ability of a noteany Subsidiary of the Borrower to guarantee the Secured Obligations, (E) any restrictions on the modification, extension ability of any Subsidiary or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, the Borrower to or pledge assets as collateral security for the benefit of the owner of the PropertySecured Obligations or (F) a scheduled maturity date that is earlier than June 30, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby2011; and (6h) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and Debt not otherwise permitted under the Loan Documents, if anyterms of this Section 6.1 in an aggregate amount not to exceed $5,000,000.

Debt. This Security Instrument Permit any of its Subsidiaries to create or suffer to exist ---- any Debt other than: (i) Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, (ii) Debt of the Borrower's Subsidiaries existing on the Effective Date and described on Schedule 5.02(b) (the "Existing -------- Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the -------- terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by this Agreement and provided -------- further that the principal amount of such Existing Debt shall not be ------- increased above the principal amount thereof (plus any undrawn lending commitments in respect thereof) outstanding immediately prior to such extension, refunding or refinancing, and the grantsdirect and contingent obligors therefor shall not be changed, assignments as a result of or in connection with such extension, refunding or refinancing, (iii) Debt of the Borrower's Subsidiaries secured by Liens permitted by Section 5.02(a)(ii), (iv), (vii) or (ix) subject to any limitations set forth in such Section, (iv) unsecured Debt of the Borrower's Subsidiaries aggregating, on a Consolidated basis, at any one time outstanding, not more than $150,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is issued or incurred), (v) Debt owed by any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower, (vi) Debt ("Acquired Debt") of any Person that becomes a ------------- Subsidiary of the Borrower after the date hereof that is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred in contemplation of such Person becoming a Subsidiary of the Borrower), and transfers made any Debt extending the maturity of, or refunding or refinancing, in Article I whole or in part, such Acquired Debt, provided that -------- the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are given otherwise not prohibited by this Agreement and provided -------- further that the principal amount of such Acquired Debt shall not be ------- increased above the principal amount thereof (plus any undrawn lending commitments in respect thereof) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (vii) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (viii) Debt incurred in connection with the sale or other disposition of accounts receivable in the ordinary course of business (including Debt in connection with securitization programs), and (ix) Debt of the Borrower's wholly owned Subsidiaries incorporated after June 15, 1996 under the laws of Canada or any province thereof incurred for the purpose of securing lending proceeds of such Debt to other Subsidiaries of the followingBorrower aggregating, in such order of priority as Mortgagee may determine in its sole discretion on a Consolidated basis, at any one time outstanding, not more than $60,000,000 (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee equivalent thereof in connection with the Debt or any part thereofForeign Currency, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection determined as of the security therefor, whether made date such Debt is issued or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesincurred); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if any.

Debt. This Security Instrument The Company shall not, nor shall it permit any Subsidiary to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) Debt of the Credit Parties under the Credit Documents; (b) intercompany Debt incurred in the ordinary course of business owed by a Credit Party to another Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors for goods or services and the grants, assignments and transfers made current operating liabilities (other than for borrowed money) which in Article I each case are given for the purpose of securing the followingnot more than 90 days past due, in such order each case incurred in the ordinary course of priority business, as Mortgagee presently conducted, unless contested in good faith and by appropriate proceedings; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed 10% of the Company’s consolidated Net Worth at any time; provided neither Borrower nor any Subsidiary may determine enter into additional indebtedness of the type described in its sole discretion this clause (d) if a Default is continuing or entering into the "Debt"): additional indebtedness could reasonably be expected to cause a Default; (1e) all principal, interest and other amounts due under or Debt secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection Liens of the security therefor, whether made or type described in Section 6.2(f); (f) Permitted Subordinated Debt; (g) Debt existing on the Effective Date and set forth in Schedule 6.1; and (h) Debt for borrowed money incurred at after the request of Mortgagor or Mortgagee (including, without limitation, Effective Date and not otherwise covered under this Section 6.1 in an aggregate amount not to exceed $300,000,000; provided that (i) modifications of the required principal payment dates or interest payment dates or bothsuch Debt is unsecured, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modificationsthe scheduled maturity of such Debt is at least six months past the scheduled Term B Maturity Date and no amortization payments are required thereunder other than at the scheduled maturity thereof, extensions (iii) the covenants under credit facility for such Debt are not more restrictive than the covenants under the Facilities as reasonably determined by the US Administrative Agent which determination will not be unreasonably withheld or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interestdelayed, and other amounts which may hereafter be loaned by Mortgagee(iv) the Company and its Subsidiaries are in compliance with the covenants set forth in this Agreement, its successors or assigns, both before and after giving effect to or for the benefit each incurrence of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anysuch Debt.

Debt. This Security Instrument The Borrower will not and will not cause or permit any Guarantor or any Restricted Subsidiary to incur, create, assume or permit to exist any Debt, except: (a) the Debt hereunder or any guaranty of or suretyship arrangement for the Debt hereunder; (b) Debt of the Borrower and the grantsRestricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements or is disclosed in Schedule 9.01, assignments and transfers made in Article I are given any renewals or extensions (but not increases) thereof; (c) accounts payable (for the purpose deferred purchase price of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1Property or services) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided from time to be paid by Mortgagor time incurred in the Note ordinary course of business which, if material and greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt of the Borrower and the Restricted Subsidiaries requiring no principal payments (whether at stated maturity or by virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the Termination Date and issued under the Indenture or otherwise on terms and conditions (excluding interest rates) no less favorable to the Borrower or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or bothRestricted Subsidiary, as the case may be, deferring or accelerating payment dates wholly or partly; or than this Agreement; (iie) modifications, extensions or renewals Debt not otherwise permitted by this Section 9.01 that in the aggregate shall not exceed $100,000,000 outstanding at any one time; (f) Debt of the Borrower and the Restricted Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; (g) Debt or any part thereof at as a different rate result of interest whether or not in (and to the case of a noteextent permitted by) Sections 9.03(g), the modification, extension or renewal is evidenced by a new or additional promissory note or notes(h) and (i); and (5h) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and Debt under the Loan Documents, if anyOther Credit Agreement.

Debt. This Security Instrument Section 9.02(u) of the U.S. Credit Agreement is hereby amended to read: “(u) Debt under the Second Lien Debt Documents incurred by the Borrower and any Guarantees thereof by a Guarantor (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), the principal amount of which Debt does not exceed the lesser of (x) $825,000,000 and (y) the initial principal amount of Permitted Second Lien Debt incurred under this Section 9.02(u) (it being understood that such initial incurrence may be in the form of loans, notes or a combination thereof incurred substantially concurrently); provided that (i) immediately before, and after giving effect to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, and along with clauses (ii) through (vii) below, as certified by a Financial Officer of the Borrower to the Global Administrative Agent, (ii) such Debt shall not have terms that are materially more restrictive than the terms of the Loan Documents (it being understood that (x) in no event shall the Permitted Second Lien Debt contain a financial maintenance covenant and (y) the terms of the Second Lien Debt Documents for such Permitted Second Lien Debt as disclosed to the Global Administrative Agent prior to the date hereof, are not materially more restrictive than the terms of the Loan Documents for purposes of this clause (ii)), (iii) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (iv) such Debt does not have mandatory prepayment provisions (other than (A) a provision whereby the Borrower will offer to repurchase the Permitted Second Lien Debt upon a change of control (as defined therein) subject to the conditions to making such repurchase set forth in Section 9.05(a) being satisfied, (B) a provision requiring the Borrower to repay the initial incurrence of Permitted Second Lien Debt using any proceeds thereof that were not used to Redeem Existing Debt or pay Specified Second Lien Transaction Costs, in each case, within ninety (90) days of the closing date thereof and (C) provisions with respect to asset sales or casualty events that satisfy clause (vi) below) that would result in such Debt being repaid prior to the Secured Indebtedness or Canadian Secured Indebtedness, (v) such Debt has a maturity no earlier than ninety-one (91) days after the Maturity Date, (vi) such Debt does not prohibit prior repayment of Loans or the Canadian Loans, (vii) such Debt shall be at all times subject to a Second Lien Intercreditor Agreement and the grantsSecured Indebtedness and Canadian Secured Indebtedness shall be secured on a senior priority basis to such Debt, assignments (viii) immediately before, and transfers made in Article I are given for after giving effect to, the purpose incurrence of securing any such Debt (and any concurrent repayment of Debt with the followingproceeds of such incurrence), in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property Borrower and the Lien and the security interest created hereby; Guarantors are solvent (4as determined (A) the payment conclusively by reference to a certificate of all sums advanced and costs and expenses incurred by Mortgagee a Financial Officer delivered in connection with the incurrence of such Permitted Second Lien Debt, if such a certificate is delivered in connection with the incurrence of such Permitted Second Lien Debt or (B) conclusively by a certificate of a Financial Officer to the Global Administrative Agent certifying solvency in accordance with the requirements set forth in Section 7.18, if a solvency certificate is not delivered in connection with the incurrence of such Permitted Second Lien Debt) and (ix) the Global Administrative Agent shall have received (A) final drafts of a Second Lien Debt Agreement (and any part thereofother Second Lien Debt Documents reasonably requested by the Global Administrative Agent) two (2) Business Days prior to the incurrence of such Permitted Second Lien Debt, (B) executed copies of such Second Lien Debt Agreement upon the incurrence of such Debt and (C) promptly upon subsequent reasonable request by the Global Administrative Agent, any renewalSecond Lien Debt Documents; provided further that on the later of (x) July 1, extension2013 or (y) the forty-fifth (45th) day after the closing date of the initial Second Lien Debt Agreement (such date, modificationthe “Adjustment Date”), consolidation(A) the Global Borrowing Base and U.S. Borrowing Base then in effect on the Adjustment Date shall be automatically reduced by an amount equal to the product of (1)(x) the stated principal amount of such Permitted Second Lien Debt minus (y) the sum of (I) any portion of proceeds thereof used to refinance or redeem Existing Debt and (II) the amount of any prepayment premiums or penalties paid in connection with such refinancing of Existing Debt and any fees (including original issue discount), change, substitution or restatement or any part thereof, costs and expenses paid in respect of such refinancing or the acquisition or perfection incurrence of the security thereforsuch Permitted Second Lien Debt, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not to exceed $90,000,000 in the case of a noteaggregate for this clause (II) multiplied by (2) 0.25, and (B) the Global Borrowing Base and U.S. Borrowing Base as so reduced shall become the new Global Borrowing Base and U.S. Borrowing Base applicable to the Borrower, the modificationGlobal Administrative Agent, extension the Issuing Bank and the Lenders until the next redetermination or renewal is evidenced by a new or additional promissory note or notesmodification thereof hereunder. For purposes of this Section 9.02(u); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyoriginal issue discount.”

Debt. This Security Instrument It shall not, and the grantsshall not permit any of its Subsidiaries to, assignments and transfers made in Article I are given for the purpose of securing the followingincur, in such order of priority as Mortgagee may determine in its sole discretion create, assume or suffer to exist any Debt, except, without duplication: (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2A) the payment Obligations; (B) Debt of all the Parent and its Subsidiaries existing on the Closing Date that is described on Schedule 7.2 and any Permitted Refinancing Debt in respect thereof; (C) accounts payable and accrued expenses, liabilities or other monies agreed obligations to pay the deferred purchase price of Property or provided services, from time to be paid by Mortgagor time incurred in the Note ordinary course of business which are not greater than 90 days past the date of invoice or the other Loan Documents; delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (3D) the payment of all sums advanced pursuant Debt under Capital Leases not to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; exceed $2,000,000; (4E) the payment of all sums advanced and costs and expenses incurred Debt associated with bonds or surety obligations required by Mortgagee Applicable Law in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection operation of the security therefor, whether made or incurred at Oil and Gas Properties; (F) intercompany Debt between the request of Mortgagor or Mortgagee (including, without limitation, Parent and its Subsidiaries to the extent permitted by Section 7.5(G); provided (i) modifications such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent or one of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or other Loan Parties and (ii) modifications, extensions or renewals any such Debt owed by a Loan Party is subordinated to the Obligations; (G) endorsements of the Debt or any part thereof at a different rate of interest whether or not negotiable instruments for collection in the case ordinary course of a notebusiness; (H) Debt incurred to finance premiums for insurance policies required under Section 5.12; (i) Permitted Second Lien Debt incurred after the Closing Date and guarantees thereof by any Guarantor and (ii) Debt that constitutes Permitted Refinancing Debt of such Permitted Second Lien Debt permitted under the Intercreditor Agreement and any guarantees thereof, in each case, so long as (a) no Default or Event of Default exists at the time of, or results from, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing incurrence of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; such Debt and (7b) payment the Borrower is in pro forma compliance with Section 7.1 at the time of incurrence of such Debt and performance after giving effect to the incurrence of all covenants and obligations hereunder and under such Debt; and (J) other Debt not to exceed $2,000,000 in the Loan Documents, if anyaggregate at any one time outstanding.

Debt. This Security Instrument and the grantsThe Borrower will not permit any Restricted Subsidiary to incur, assignments and transfers made create, assume, guarantee or in Article I are given any other manner become liable with respect to or become responsible for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all any Debt other monies agreed than: (a) Debt owing to the Borrower or provided a Restricted Subsidiary; (b) guaranties of the Indebtedness and other Debt of the Borrower permitted by this Agreement; (c) other Debt in an aggregate principal amount outstanding not to be paid by Mortgagor exceed at any time an amount equal to fifteen percent (15%) of Consolidated Net Tangible Assets; (d) Debt of Restricted Subsidiaries that are Guarantors to the extent the Borrower is in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection compliance with the terms of Section 9.01 at the time such Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or is incurred; (e) Debt of a Restricted Subsidiary which exists prior to the time of acquisition of such Restricted Subsidiary (including Debt existing at the time of the acquisition or perfection of the security thereforcapital stock or assets of such Person or a merger with or consolidation with such Person by the Borrower or a Restricted Subsidiary) as long as such Debt was not created in anticipation thereof; and (f) extensions, whether made refinancings, renewals or incurred at the request replacements (or successive extensions, refinancings, renewals or replacements), in whole or in part, of Mortgagor or Mortgagee (includingDebt otherwise permitted hereunder which, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a noteany such extension, refinancing, renewal or replacement, does not increase the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit amount of the owner Debt being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of the Propertysuch extension, when evidenced by a promissory note refinancing, renewal or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyreplacement.

Debt. This Security Instrument The Parent and the grantsBorrower will not, assignments and transfers made in Article I are given will not permit any of the other Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note Loans or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and Indebtedness arising under the Loan Documents. (b) Debt of the Parent and its Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02. (c) Debt under Capital Leases or that constitutes Purchase Money Debt; provided that the Funded Debt permitted by this clause (c) together with all Funded Debt described in clause (g) of this Section 9.02 shall not exceed $10,000,000 in aggregate principal amount at any one time outstanding. (d) intercompany Debt between the Parent and any Restricted Subsidiary or between Restricted Subsidiaries, if anyprovided that such Debt is subordinated to the Indebtedness as and to the extent provided in the Guaranty Agreement. (e) Debt constituting a guaranty by the Parent or by a Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (f) Debt under the Permitted Senior Unsecured Notes and guarantees thereof by any Credit Party; provided that after giving effect to the issuance thereof, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.08(e) on account thereof: (A) the Parent shall be in pro forma compliance with Section 9.01 and (B) no Event of Default or Borrowing Base Deficiency shall exist. (g) other Funded Debt; provided that the Funded Debt permitted by this clause (g) together with all Funded Debt described in clause (c) of this Section 9.02 shall not exceed $10,000,000 in the aggregate at any one time outstanding. (h) Debt not permitted by the foregoing clauses (a) through (g) which is approved in writing by the Majority Lenders.

Debt. This Security Instrument Neither the Company nor any of its Subsidiaries shall directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Debt, except: (a) the Secured Obligations; (b) Permitted Existing Debt and Permitted Refinancing Debt; (c) Debt in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the grantsCompany or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, assignments and transfers made that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in Article I are given for full in cash of the purpose Secured Obligations; provided, further, that the aggregate of securing all Foreign Subsidiary Investments does not exceed the followingPermitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): if (1) all principalat the time of such incurrence, interest no Event of Default or Default has occurred and other amounts due under is continuing or secured by the Loan Documents; would result from such incurrence, (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the payment lower of all sums advanced the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Security Instrument to protect and preserve the Property Agreement and the Lien and the security interest created herebyNotes; and (4k) the payment of all sums advanced and costs and expenses incurred by Mortgagee additional unsecured Debt in connection with the Debt or an aggregate amount at any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or time outstanding not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyexceeding $25,000,000.

Debt. This Security Instrument The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the grants, assignments and transfers made in Article I are given Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due Obligations arising under or secured by the Loan Documents; (b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) Debt under Capital Leases not to exceed $2,500,000; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (e) intercompany Debt between the Borrower and any Subsidiary Guarantor or between Subsidiary Guarantors to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Subsidiary Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement; (f) endorsements of negotiable instruments for collection in the ordinary course of business; and (g) Debt under the Subordinated Promissory Note in an aggregate principal amount not to exceed $25,000,000; provided that: (i) such Debt is unsecured and shall not have the benefit of any guarantee, letter of credit or other credit support or security; (2ii) such Debt is fully subordinated in right of payment and liquidation to the Obligations pursuant to the Note Subordination Agreement; (iii) such Debt has a scheduled maturity date that is no earlier than one year after the Maturity Date; (iv) such Debt does not provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal for any consideration on any date prior to one year after the Maturity Date; (v) the non-default interest rate on the outstanding principal amount of such Debt as of any day does not exceed the highest non-default interest rate per annum that may be applicable to Borrowings pursuant to the terms hereof as of such day (and the terms of such Debt permit accrued and unpaid interest to be capitalized to the outstanding principal thereof (i.e., PIK interest)); (vi) such Debt does not contain (A) any financial covenants or any other affirmative or negative covenants or (B) cross defaults to or for any other Debt or any other events of default (other than the failure to make any payment of all other monies agreed principal when due on the maturity date); (vii) such Debt does not have any restriction on the ability of the Borrower or provided any of its Subsidiaries to be paid by Mortgagor in the Note amend, supplement or modify this Agreement or the other Loan Documents; (3viii) such Debt does not have any restrictions on the payment ability of all sums advanced pursuant the Borrower or any of its Subsidiaries to this Security Instrument to protect and preserve guarantee the Property and Obligations or pledge assets as collateral security for the Lien and the security interest created herebyObligations; (4ix) such Debt is not assignable or transferable and shall be held at all times by the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security InstrumentParent; and (7x) payment such Debt shall at all times be evidenced by the Subordinated Promissory Note (and performance pledged in favor of all covenants the Administrative Agent pursuant to a Security Instrument in form and obligations hereunder and under substance satisfactory to the Loan Documents, if anyAdministrative Agent). (h) other Debt not to exceed $2,500,000 in the aggregate at any one time outstanding.

Debt. This Security Instrument The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the grants, assignments and transfers made in Article I are given Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and Notes or other amounts due Indebtedness arising under or secured by the Loan Documents; . (2b) Debt of the payment Borrower and its Subsidiaries existing on the First Amendment Effective Date and set forth on Schedule 9.02 attached hereto and any Permitted Refinancing Debt in respect thereof.88 (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of all other monies agreed Property or provided services, from time to be paid by Mortgagor time incurred in the Note ordinary course of business which are not greater than one hundred twenty (120) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $100,000,000 in the other Loan Documents; aggregate at any one time outstanding.89 (3e) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Mortgagee Governmental Requirements or third parties in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection operation of the security thereforOil and Gas Properties. 86 Section 9.01(c) added by the 4th Amendment. 87 Section 9.01(d) added by the 4th Amendment. 88 Amended by the 1st Amendment. 89 Amended by the 1st Amendment. (f) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, whether made assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Permitted Debt incurred after the First Amendment Effective Date, the principal amount of which does not exceed $750,000,000 in the aggregate at any one time outstanding and any guarantees thereof; provided that, except to the request of Mortgagor or Mortgagee (including, without limitationextent such Permitted Debt constitutes Permitted Refinancing Debt, (i) modifications the Borrower shall furnish notice to the Administrative Agent of such Permitted Debt contemporaneously with the required principal payment dates or interest payment dates or bothincurrence of such Debt, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modificationsat the time of incurring such Permitted Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Permitted Debt after giving effect to the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), extensions or renewals (iii) the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the Debt or any part thereof at a different rate proceeds of interest whether or such incurrence) would not result in the case total Revolving Credit Exposure exceeding the Borrowing Base after giving effect to any adjustment in the Borrowing Base pursuant to Section 2.07(e), (iv) such Permitted Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (v) such Permitted Debt does not have a scheduled maturity sooner than the date which is one year after the Maturity Date, and (vi) concurrently with the incurrence of a notesuch Permitted Debt (except to the extent such Permitted Debt constitutes Permitted Refinancing Debt issued in exchange for or to Redeem or otherwise refinance outstanding Permitted Debt), the modification, extension or renewal Borrowing Base is evidenced by a new or additional promissory note or notes); adjusted pursuant to Section 2.07(e).90 (5i) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, Debt not to or for exceed $75,000,000 in the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of aggregate at any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if any.one time outstanding.91

Debt. This Security Instrument Shall not create or permit to exist any Debt, including, without limitation, any guaranties or other contingent obligations, except the following (“Permitted Debt”): (a) The Obligations; (b) Indorsement of Items for collection in the ordinary course of business; (c) Debts which are payable to suppliers and other trade creditors and were incurred in the ordinary course of business, on ordinary and customary trade terms; (d) Purchase money Debt incurred to purchase Equipment; provided that the amount of such Debt shall not at any time (i) exceed the purchase price of the Equipment purchased, or (ii) with respect to Equipment purchased after the Closing Date, exceed $5,000,000 in the aggregate; (e) Subordinated Debt evidenced by the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents and the grantsXxxxx Debt Documents, assignments subject to each Subordination Agreement applicable thereto; (f) Debt listed in Schedule 7.1, attached hereto and transfers made in Article I are given for a part hereof, to the purpose of securing the following, in extent such order of priority Debt exists as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security thereforClosing Date and is not otherwise permitted by this Section 7.1, whether made together with any Debt incurred in any refinancing or incurred at renewal thereof (each, a “Refinancing”), so long as the request principal amount of Mortgagor or Mortgagee such Refinancing is not greater than the then outstanding principal amount of such Debt, the effective, all-in rate of interest rate to such Refinancing (including, without limitation, (iany applicable margin or spread thereto) modifications of is no greater than the required principal payment dates or interest payment dates or botheffective, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different all-in rate of interest whether applicable to such Debt, the principal amount of such Refinancing does not amortize more quickly than the amortization applicable to such Debt, the maturity date of such Refinancing is no sooner than one hundred eighty (180) days after the date specified in clause (a) of the definition of “Termination Date,” and the covenants, representations, warranties, and events of default related to such Refinancing are no more rigorous or not onerous as to the Credit Party party thereto than those existing in connection with such Debt; (g) Debt of any Subsidiary to a Borrower or another Subsidiary; or (h) Any Debt incurred under any Hedge Agreements entered into in the case ordinary course of business and not for speculative purposes with a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, counterparty reasonably acceptable to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyLender.

Debt. This Security Instrument and Neither Parent, nor the grantsBorrower, assignments and transfers made in Article I are given for nor any of its Subsidiaries shall incur or maintain any Debt, other than: (a) the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan DocumentsObligations; (2b) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan DocumentsDebt described on Schedule 6.9; (3c) the payment Capital Leases of all sums advanced pursuant Equipment and secured Debt incurred to this Security Instrument to protect and preserve the Property and the Lien and the security interest created herebypurchase or finance Equipment; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereofprovided, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitationthat, (i) modifications any such Debt is not in excess of the required principal payment dates fair market value (evidenced by a resolution of the Board of Directors of Borrower set forth in an officer’s certificate delivered to Agent) of the Equipment being leased or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partlyfinanced; or (ii) modificationsthe aggregate amount of all such Equipment Debt does not exceed 15% of Total Assets; and (iii) Liens securing the same attach only to the Equipment being leased or financed; (d) Debt incurred in the ordinary course of business by any foreign Subsidiary, extensions so long as neither Borrower nor any Guarantor is contractually obligated directly or renewals indirectly to repay, guarantee, or secure any portion of such Debt; (e) Debt evidencing a refunding, renewal or extension of the Debt described on Schedule 6.9 or clause (d) above; provided, that, (w) the principal amount thereof is not increased, (x) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any part thereof at a different rate assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (y) no Person that is not an obligor or guarantor of interest whether such Debt as of the Closing Date shall become an obligor or not guarantor thereof, and (z) the terms of such refunding, renewal or extension are no less favorable to Parent or the Borrower, as applicable, the Agent or the Lenders (and in the case of a note, any subordinated debt subordination terms no less favorable to the modification, extension or renewal is evidenced by a new or additional promissory note or notes)Agent and the Lenders) than the original Debt; (5f) all principal, interest, and other amounts which may hereafter be loaned Debt of a Subsidiary constituting a Permitted Intercompany Advance made by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security InstrumentBorrower; and (7g) payment and performance of all covenants and obligations hereunder and under Debt evidenced by the Loan Documents, if anyHigh Yield Notes.

Debt. This Security Instrument No Loan Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the grantsoperation of its Oil and Gas Properties, assignments including with respect to plugging, facility removal and transfers made abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in Article I are given for an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the purpose type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of securing Debt in the followingform of purchase money indebtedness, in this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principalDebt shall not be secured, interest and other amounts due except such Debt owing to a Swap Counterparty that is secured under or secured by the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (2g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all other monies agreed or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be paid by Mortgagor in more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the Note time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (3x) the payment any issuance of all sums advanced Debt pursuant to this Security Instrument Section 6.1(g) shall be applied to protect and preserve the Property repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the security interest created hereby; Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (4iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all sums advanced or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and costs restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and expenses incurred to the extent required by Mortgagee Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection described in clause (k) of the security therefordefinition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, whether made or incurred unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the case preceding provisions of a notethis Section 6.1; provided that, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anytime.

Debt. This Security Instrument The Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist any Debt, except: (a) the grants, assignments and transfers made in Article I are given Obligations arising under the Loan Documents or the Secured Swap Agreements or any guarantee of or suretyship arrangement for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due Obligations arising under or secured by the Loan Documents; Documents or the Secured Swap Agreements; (2b) Debt under Capital Leases not to exceed the payment greater of all other monies agreed (x) $5,000,000 and (y) 2.5% of the then-effective Borrowing Base; (c) Debt associated with worker’s compensation claims, bonds or provided to be paid surety obligations required by Mortgagor Governmental Requirements or by third parties in the Note or the other Loan Documents; (3) the payment ordinary course of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties; (d) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any part Person other than the Borrower or one of the Guarantors; and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; (e) endorsements of negotiable instruments for collection in the ordinary course of business; (f) other unsecured Debt not to exceed (x) prior to the 2026 Senior Notes Discharge, $10,000,000 and (y) from and after the 2026 Senior Notes Discharge, the greater of (i) $10,000,000 and (ii) 7.5% of the then-effective Borrowing Base in the aggregate at any one time outstanding; (g) unsecured senior notes or unsecured senior subordinated notes of the Borrower, including, the 2026 Senior Notes, and any guarantees thereof, including the 2026 Senior Notes Guaranty; provided that: (i) immediately after giving effect to the incurrence of any renewalsuch Debt, extensionon a pro forma basis, modificationthe Leverage Ratio shall not exceed 3.00 to 1.00 (as the Leverage Ratio is recomputed on such date using (A) Total Net Debt outstanding on such date and (B) EBITDA for the four fiscal quarters (or, consolidationif applicable, change, substitution or restatement or any part the relevant annualized period determined in accordance with the definition thereof, or ) ending on the acquisition or perfection last day of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee fiscal quarter immediately preceding such date for which financial statements are available (including, without limitationif applicable, the Financial Statements)); provided that this clause (i) modifications shall not apply to the incurrence of any such Debt that constitutes a refinancing of the required Bridge Loan Debt or other Debt incurred pursuant to this Section 9.02(g) to the extent that the aggregate principal payment dates or interest payment dates or both, amount of such refinancing Debt does not exceed the then outstanding principal amount of the refinanced Debt other than an increase in the principal amount as a result of fees and expenses related to the case may be, deferring or accelerating payment dates wholly or partlyrefinancing of such Debt; or (ii) modificationsboth immediately before and immediately after giving effect to the incurrence of such Debt and the use of proceeds thereof, extensions no Event of Default has occurred and is continuing or renewals would result therefrom; (iii) such Debt does not have any scheduled principal amortization in excess of 1.0% of the principal amount thereof per annum; (iv) such Debt does not have a scheduled maturity date or any part thereof at a different rate scheduled date of interest whether or not mandatory Redemption in full sooner than (A) in the case of a notethe 2026 Senior Notes, the modificationdate which is 91 days after the Final Maturity Date and (B) in the case of any other Debt, extension or renewal the date which is evidenced by a new or additional promissory note or notes)180 days after the Final Maturity Date; (5v) such Debt does not have any mandatory Redemption, tender or sinking fund provisions (other than (A) customary change of control Redemption or tender offer provisions, (B) Redemption or tender offer provisions related to the incurrence of Debt prohibited by the Loan Documents or the definitive documents governing such Debt to the extent any amounts (other than any such amounts constituting Obligations) required to be Redeemed are permitted by the terms of such Debt to be applied first to prepay the Loans and/or cash collateralize the LC Exposure in accordance with Section 2.08(j) of this Agreement and (C) customary asset sale and casualty event Redemption or tender offer provisions to the extent any amounts required to be Redeemed are permitted by the terms of such Debt to be applied first to prepay the Loans and/or cash collateralize the LC Exposure in accordance with Section 2.08(j) of this Agreement; (vi) no Loan Party or other Person guarantees such Debt unless such Loan Party or other Person has guaranteed the Obligations pursuant to the Guarantee Agreement; (vii) the terms of such Debt and any guarantees thereof: (A) are not materially less favorable to the Borrower and the Guarantors, taken as a whole, as market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower and (B) do not require compliance with any financial maintenance covenant that is more restrictive on the Loan Parties than the financial maintenance covenants set forth in Section 9.01 of this Agreement; (viii) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the payment in full of all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of Obligations on terms and conditions reasonably satisfactory to the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured herebyAdministrative Agent; (6ix) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrumentthe Borrower shall have complied with Section 8.01(q); and (7x) payment the Borrowing Base shall be reduced pursuant to Section 2.07(f) and performance any mandatory prepayments required pursuant Section 3.04(c)(iii) shall have been made; (h) Debt of all covenants any Loan Party consisting of obligations to pay insurance premiums; (i) Debt in an aggregate amount not to exceed $1,000,000 representing deferred compensation (whether such deferred compensation is to be cash or stock-based compensation) of employees or directors of the Borrower or its Affiliates incurred in the ordinary course of business or Debt to current or former directors and obligations hereunder and under employees of the Borrower or its Affiliates, their respective estates, spouses or former spouses, to finance the purchase or redemption of Equity Interests permitted by Section 9.04; and (j) solely for the period from the First Amendment Effective Date through the first Business Day immediately following Third Amendment Effective Date, Bridge Loan Debt not to exceed, at any time, an aggregate principal amount of $250,000,000, provided that such amount shall be increased by an aggregate principal amount of Bridge Loan Debt up to $175,000,000 to the extent incurred within 30 days following the Second Amendment Effective Date so long as the entire amount of the proceeds are used by the Loan DocumentsParties to fund a portion of the purchase price of the Momentum Acquisition and related expenses (and only so long as the Loan Parties acquire not less than 95% of the value of the proved developed producing Momentum Assets), if anyless the amount of principal payments made by the Loan Parties in respect of the Bridge Loan Debt following the First Amendment Effective Date but prior to such time of determination.

Debt. This Security Instrument and the grantsNo Loan Party will, assignments and transfers made in Article I are given for the purpose of securing the followingnor will it permit its Subsidiaries to, in such order of priority as Mortgagee may determine in its sole discretion create, incur, assume or suffer to exist any Debt except: (the "Debt"): (1a) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced Debt pursuant to this Security Instrument to protect and preserve Agreement or an Incremental Term Loan Agreement; (b) Investments permitted under Section 7.10 that would constitute Debt; (c) current liabilities of the Property and Loan Parties or their respective Subsidiaries incurred in the Lien and the security interest created hereby; (4) the payment ordinary course of all sums advanced and costs and expenses incurred by Mortgagee business that is extended in connection with the normal purchases of goods and services; (d) Debt of any Person that becomes a Subsidiary of the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or any part thereof, any renewal, extension, modificationSubsidiary in connection with its acquisition (whether by merger, consolidation, change, substitution acquisition of all or restatement or any part thereof, or the acquisition or perfection substantially all of the security thereforassets or acquisition that results in the ownership of greater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, whether made in each case, Debt refinancing, extending, renewing or incurred at the request of Mortgagor or Mortgagee (including, without limitation, refunding such Debt; provided that (i) modifications the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the required principal payment dates or interest payment dates or bothproceeds thereof, as the case may be, deferring the aggregate principal amount of all such Debt, and of all Debt previously incurred or accelerating payment dates wholly or partly; or (ii) modificationsassumed pursuant to this Section 7.09(d), extensions or renewals and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (e) Debt or any part thereof at a different rate of interest whether or not in the case form of a notetaxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the modification, extension or renewal is evidenced by a new or additional promissory note or notesextent that payment therefor shall not be past due; (f) Debt pursuant to the Sunrise Pipeline Lease; (g) all obligations of such Person arising under letters of credit (including standby and commercial); and (5h) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, Debt in an aggregate amount not to or for the benefit exceed 15% of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyConsolidated Net Tangible Assets.

Debt. This Security Instrument and the grantsThe Borrower will not create, assignments and transfers made in Article I are given for the purpose of securing incur, assume or suffer to exist, or permit any Subsidiary to create, incur, assume or suffer to exist, any Debt other than the following: (a) Debt under the Credit Documents; (b) Debt existing on the date of this Agreement and described in Schedule 6.02, including renewals and refinancings of such Debt, so long as the principal amount thereof is not increased; (c) Debt under one or more Interest Rate Contract or Hydrocarbon Hedge Agreement (provided that the parties to this Agreement hereby agree that the obligations of the Borrower to the Banks in such order respect of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under any Interest Rate Contract or Hydrocarbon Hedge Agreement are secured by the Loan Security Documents; , but only, with respect to each such Bank, if and so long as such Bank remains a Bank); (2d) the payment Debt in respect of all other monies agreed or provided to be paid by Mortgagor endorsement of negotiable instruments in the Note ordinary course of business; (e) Debt between the Borrower and any Subsidiary or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereofbetween Subsidiaries, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, provided that (i) modifications such Debt is noted on the books and records of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or Borrower and its Subsidiaries and (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a noteany Debt owed by the Borrower, such Debt is subordinated to the modificationObligations of the Borrower under the Credit Documents on terms and conditions, extension or renewal is evidenced and pursuant to documentation, in form and substance satisfactory to the Administrative Agent in its sole discretion; (f) Debt in respect of Capital Leases not exceeding $3,000,000 in aggregate amount equivalent to principal at any time outstanding; (g) Debt secured by a new or additional promissory note or notesLiens permitted by Section 6.01(d); , not exceeding $2,000,000 in aggregate principal amount at any time outstanding; (5h) at any time following the termination of the Revolver B Commitments, termination of all principalLetters of Credit, repayment of all Revolver B Advances, reimbursement of all drawings under Letters of Credit and payment of all interest, fees and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit payable in respect of the owner Revolver B Advances, Debt of the PropertyBorrower or its Subsidiaries in respect of letter-of-credit facilities not exceeding $10,000,000 in the aggregate at any time outstanding; and (i) Debt in addition to that described above, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of not exceeding $3,000,000 in aggregate principal amount at any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anytime outstanding.

Debt. This Security Instrument The Parent and the grantsBorrower will not, assignments and transfers made in Article I are given will not permit any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and Notes or other amounts due Indebtedness arising under or secured by the Loan Documents; . (2b) (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property Parent and the Lien Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and the security interest created hereby; (4D) the payment of all sums advanced and costs and expenses such Debt was not incurred by Mortgagee such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection operation of the security therefor, whether made Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or incurred at between Guarantors to the request of Mortgagor or Mortgagee (including, without limitation, extent permitted by Section 9.05(f); provided that (i) modifications of such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the required principal payment dates Borrower or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or a Guarantor and (ii) modifications, extensions or renewals any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or any part thereof at a different rate Permitted Refinancing Debt, (A) no Default or Event of interest whether or not in the case of a note, the modification, extension or renewal Default has occurred and is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; then continuing and (7B) payment no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and performance any concurrent repayment of all covenants and obligations hereunder and under Debt with the Loan Documentsproceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. This Security Instrument Neither the Parent nor any of the other Borrowers shall incur or maintain any Debt, other than (collectively, the "Permitted Debt"): (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and the grants, assignments and transfers made in Article I are given for the purpose of purchase money secured Debt incurred to purchase Equipment provided that (i) Liens securing the followingsame attach only to the Equipment acquired by the incurrence of such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $15,000,000 at any time; (d) Debt incurred in such order connection with the execution and delivery by Borrowers of priority as Mortgagee may determine surety and bid bonds in its sole discretion the ordinary course of business, provided the aggregate liability of the Borrowers thereunder does not exceed $20,000,000 at any time; (e) Debt evidencing a refinancing, renewal or extension of (i) any Debt described on Schedule 6.9 or (ii) the "Debt"): Permitted Revolver Obligations; provided that (A) in the case of the Debt described on Schedule 6.9, (1) all principalthe principal amount thereof is not increased, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed Liens, if any, securing such refinanced, renewed or provided extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be paid by Mortgagor in the Note refinanced, renewed or the other Loan Documents; extended, (3) no Person that is not an obligor or guarantor of such Debt as of the payment of all sums advanced pursuant Closing Date and after giving effect to this Security Instrument Section 7.28 hereof shall become an obligor or guarantor thereof except to protect and preserve the Property and the Lien and the security interest created hereby; extent, if any, not prohibited herein, (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with Debt that replaces the Debt or any part thereofthat is refinanced, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereofrenewed, or the acquisition extended shall not contain any new or perfection accelerated scheduled amortizing payments of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of when compared to the Debt so refinanced, renewed, or any part thereof at a different rate extended, and (5) the terms of interest whether such refinancing, renewal or not extension are no less favorable in the aggregate to the applicable Borrower, the Agent or the Lenders than the original Debt, and (B) in the case of a notethe Permitted Revolver Obligations, any such refinancing, renewal or extension complies with the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for criteria set forth in the benefit definition of "Bank Claims" described in the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if any.Intercreditor Agreement;

Debt. This Security Instrument Not, and the grantsnot permit any other Loan Party to, assignments create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (b) Debt secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed Five Million Dollars (3$5,000,000.00); (c) Debt of the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; provided that such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the payment Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of all sums advanced pursuant the initial Loans hereunder); (g) Contingent Liabilities arising with respect to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment customary indemnification obligations in favor of all sums advanced and costs and expenses incurred by Mortgagee sellers in connection with the Acquisitions permitted under Section 11.4 and purchasers in connection with Asset Disposition permitted under Section 11.4; (h) Debt assumed or any part thereofissued in connection with Acquisitions permitted under Section 11.4, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection so long as such Debt would not cause a violation of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, maximum aggregate debt covenant set forth in Section 11.4(c)(iii)(C); and (i) modifications indebtedness for borrowed money in an aggregate principal amount not to exceed One Hundred Million ($100,000,000.00); provided that (a) immediately before and immediately after giving effect thereto on a Pro Forma Basis, there shall exist no Event of the required principal payment dates Default or interest payment dates or bothUnmatured Event of Default, as the case may be, deferring or accelerating payment dates wholly or partly; or (iib) modifications, extensions or renewals of the Debt or any part thereof at immediately before and immediately after giving effect thereto on a different rate of interest whether or not in the case of a notePro Forma Basis, the modificationCompany shall be in compliance with the financial covenants set for in Section 11.12, extension (c) the covenants, defaults or renewal is evidenced by a new or additional promissory note or notes); (5) all principalevents of default with respect to such indebtedness shall not be more restrictive as to any Loan Party than the covenants, interestdefaults, Unmatured Events of Default and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit Events of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; Default hereunder and (7d) payment if secured, the Company, the Administrative Agent (on behalf of itself and performance of all covenants the Lenders) and obligations hereunder the lenders with respect to such Debt shall have entered into an intercreditor agreement or similar document regarding the Liens securing such Debt, which shall be in form and under substance reasonably satisfactory to the Loan Documents, if anyAdministrative Agent.

Debt. This Security Instrument Create, incur, assume, permit, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Debt, except: (a) the Obligations and any other Debt evidenced by this Agreement and the grantsother Loan Documents; (b) Debt resulting from Capitalized Leases entered into in the ordinary course of business, assignments in an aggregate outstanding amount not in excess of $250,000 at any one time; (c) Contingent Obligations resulting from the endorsement of instruments for collection in the ordinary course of business; (d) Permitted Acquired Indebtedness; (e) Debt in respect of Earnout Arrangements and transfers Seller Notes incurred in connection with a Permitted Acquisition; (f) Debt consisting of loans or advances from time to time made by Borrower to JMP Securities in an aggregate outstanding amount at any one time not to exceed $5,000,000; (g) Debt incurred by JMP Securities consisting of loans or advances from time to time made in Article I connection with underwriting advances or lines of credit that are given subject to the applicable NASD form, that are advanced to JMP Securities to permit it to meet its net capital requirements under applicable NASD rules or under SEC Rule 15c3-1, so long as (x) such Debt that is repaid within 45 Business Days after the date when incurred, (y) no Event of Default or Unmatured Event of Default has occurred and is continuing at the time that such Debt is proposed to be incurred or would result therefrom and (z) no more than $20,000,000 of such loans, together with the Debt described below in clause (h) of this Section 6.1 is funded from the direct or indirect proceeds of a Borrowing under this Agreement; (h) Debt incurred by JMP Securities consisting of loans or advances from time to time made in connection with underwriting advances or lines of credit that are subject to the applicable NASD form, that are advanced to JMP Securities to permit it to meet its net capital requirements under applicable NASD rules or under SEC Rule 15c3-1, so long as (x) such Debt that is repaid within one year after the date when incurred, (y) no Event of Default or Unmatured Event of Default has occurred and is continuing at the time that such Debt is proposed to be incurred or would result therefrom and (z) no more than $20,000,000 of such loans, together with the Debt described below in clause (g) of this Section 6.1 is funded from the direct or indirect proceeds of a Borrowing under this Agreement; (i) Advances by Borrower or any of its Subsidiaries to Borrower, any Subsidiary, any Affiliate or an Excluded Fund for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest funding overhead and other amounts due under or secured by the Loan Documents; operating expenses, so long as (2x) the payment aggregate amount of all other monies agreed such advances made by a Loan Party during any fiscal year of Borrower does not exceed $1,000,000 and (y) no Event of Default or provided Unmatured Event of Default has occurred and is continuing at the time that such Debt is proposed to be paid incurred or would result therefrom; (j) Intercompany Debt advanced by Mortgagor an Obligor to a domestic Obligor, so long as such domestic Obligor is party to the Intercompany Subordination Agreement; (k) Guarantees by Borrower of any Debt of a Guarantor otherwise permitted hereunder and guarantees by any Guarantor of any Debt of Borrower or another Guarantor otherwise permitted hereby (in each case, other than Permitted Acquired Indebtedness); (l) Reimbursement obligations in respect of letters of credit issued after the Note or Revolving Commitment Termination Date, to the other Loan Documents; extent that Lender elects not to issue such letters of credit under this Agreement (3) the payment it being understood that if Lender does not notify Borrower that it has elected to issue such letters of all sums advanced pursuant to credit under this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; Agreement within four (4) Business Days after the payment date when Lender receives a written request therefor from Borrower, Lender shall be deemed to have elected not to issue the requested letter of all sums advanced and costs and expenses incurred by Mortgagee credit); and (m) any Refinancing Debt in connection respect of any Debt identified on the Disclosure Statement with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereofrespect to this Section 6.1, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee Debt described above in clauses (including, without limitationb), (id) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesl); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if any.

Debt. This Security Instrument Not, and the grantsnot permit any other Affiliated Party to, assignments create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (b) Debt secured by Liens permitted by Section 11.2(e), and extensions, renewals and refinancings thereof; (3) provided that the payment aggregate amount of all sums advanced pursuant such Debt secured by Liens permitted by Section 11.2(e) at any time outstanding shall not exceed $15,000,000; (i) Debt of the Company to this Security Instrument any Subsidiary and (ii) Debt of any Subsidiary to protect the Company or another Subsidiary, provided, however, that the aggregate principal amount of Debt of any foreign Subsidiaries to the Company or to any domestic Subsidiaries outstanding from time to time shall not, when incurred, be in excess of an amount equal to twenty percent (20%) of Consolidated Net Worth as of the Company’s most recent Fiscal Year end; (d) Subordinated Debt; (e) Debt described on Schedule 11.1 and preserve any extension, renewal or refinancing thereof so long as the Property principal amount thereof is not increased and the Lien no Default or Unmatured Event of Default shall have occurred and the security interest created herebybe continuing or would result therefrom; 600198569v6 (4f) the payment contingent liabilities arising with respect to customary indemnification obligations in favor of all sums advanced and costs and expenses incurred by Mortgagee sellers in connection with the Acquisitions permitted under Section 11.5 and purchasers in connection with dispositions permitted under Section 11.5; (g) Acquired Debt or assumed in Acquisitions permitted under Section 11.5; and (h) Debt incurred in connection with a Permitted Securitization, and customary clean-up call provisions in connection with any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, Permitted Securitization; and (i) modifications other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding an amount equal to twenty percent (20%) of Consolidated Net Worth as of the required principal payment dates Company’s most recent Fiscal Year end, provided that at the time of incurring such Debt, no Default or interest payment dates Unmatured Event of Default shall have occurred and be continuing or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anywould result therefrom.

Debt. This Security Instrument and securities of the grantsCompany, assignments and transfers (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price) where such aggregate value has been determined by the Board of Directors based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors; provided, however, that if the Company shall not have made in Article I are given for adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the purpose occurrence of securing the following, in such order of priority as Mortgagee may determine in its sole discretion a Section 11(a)(ii) Event (the "DebtSection 11(a)(ii) Trigger Date"): ), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of the Company's Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors determines in good faith that it is likely that sufficient additional shares of the Company's Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such thirty (30) day period, as it may be extended, is herein called the "Substitution Period"). To the extent that action is to be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (1) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all principaloutstanding Rights, interest and other amounts due under or secured by the Loan Documents; (2) may suspend the payment exercisability of all other monies agreed or provided the Rights until the expiration of the Substitution Period in order to seek such stockholder approval for such authorization of additional shares and/or to decide the appropriate form of distribution to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Security Instrument to protect and preserve Section 11(a)(iii), the Property Current Value of each Adjustment Share shall be the Current Market Price per share of the Company's Common Stock on the Section 11(a)(ii) Trigger Date and the Lien and per share or per unit value of any Common Stock Equivalent shall be deemed to equal the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection Current Market Price per share of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyCompany's Common Stock on such date.

Debt. This Security Instrument Create, incur, assume or permit to exist any Debt of any Obligated Group Member to any Person, except Debt consisting of (a) Obligations of any Obligated Group Members , (b) Purchase Money Debt incurred on or after the Closing Date by Obligated Group Members and Acquired Debt of a Person whose Equity Interests are acquired by any Obligated Group Member in a Permitted Acquisition that closed after the grantsClosing Date in an aggregate amount (exclusive of the amount of Acquired Debt incurred as permitted under clause (c) hereof) that does not exceed $50,000,000.00 during any Fiscal Year, assignments and transfers made (c) Acquired Debt of Xxxxxx Trucking, Inc. that was in Article I are given for existence on the purpose date of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment Permitted Acquisition of all other monies agreed of the issued and outstanding shares of each class of common stock of Xxxxxx Trucking, Inc., that was not incurred in connection with or provided in contemplation of such Permitted Acquisition and that is in an aggregate amount of not more $155,000,000.00 on the date of or at any time after such Permitted Acquisition is consummated, not more than $60,000,000.00 on or at any time after the 30th day following the date such Permitted Acquisition was consummated and not more than $0.00 on or at any time after the 90th day following the date such Permitted Acquisition was consummated, (d) Seller Earnout Obligations in an aggregate amount of not more than $20,000,000.00 to be paid by Mortgagor in the Note one or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee more Obligated Group Members in connection with the Permitted Acquisition of all of the issued and outstanding shares of each class of common stock of Xxxxxx Trucking, Inc., (e) intercompany Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereofowed by one Obligated Group Member to another Obligated Group Member, or the acquisition or perfection of the security therefor, whether made or incurred (f) other Debt not to exceed $10,000,000.00 at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyone time outstanding.

Debt. This Security Instrument It will not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in the case of the Borrower, (A) Debt outstanding on the Closing Date under the 11.125% Senior Secured Notes due April, 2009, and (B) Debt issued in the capital markets, having a maturity no earlier than 90 days after the Maturity Date, shall have no mandatory prepayments, redemptions or defeasements or be otherwise payable prior to 90 days after the Maturity Date and shall be in an aggregate principal amount not to exceed the grantssum of $200,000,000 and any over allotment thereof at any time outstanding, assignments provided such Debt is secured by a Lien on the Collateral that is junior to the Lien granted to the Lenders or is otherwise subordinated on terms acceptable to the Required Lenders, and (ii) in the case of the Borrower and transfers made in Article I are given for its Subsidiaries, (A) Debt under the purpose of securing Loan Documents, (B) Debt outstanding on the followingAmendment No. 2 Effective Date and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any such order Debt, provided that the terms of priority as Mortgagee may determine any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in its sole discretion (the "Debt"): (1) all principalconnection therewith, interest and other amounts due under or secured are otherwise permitted by the Loan Documents; , provided further that the principal amount of such Debt shall not be increased above the sum of (2i) the payment of all other monies agreed principal amount thereof outstanding immediately prior to such extension, refunding or provided to be paid by Mortgagor refinancing, and (ii) any fees and expenses in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property connection therewith, and the Lien direct and the security interest created hereby; (4) the payment contingent obligors therefor shall not be changed, as a result of all sums advanced and costs and expenses incurred by Mortgagee or in connection with such extension, refunding or refinancing, (C) Debt in an aggregate principal amount not to exceed $130,000,000 at any time outstanding secured by real property provided such debt matures no earlier than, and has no mandatory prepayments, redemptions or defeasements or is otherwise payable prior to 90 days, after the Maturity Date, (D) Debt of the Borrower to any Subsidiary of the Borrower or of any Subsidiary to the Borrower or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection other Subsidiary of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee Borrower, (including, without limitation, (iE) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended permitted to be secured by this Security Instrument; Liens in accordance with Section 5.07(v), (vi) or (vii); (F) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and in accordance with prudent business practices, (7G) payment and performance Debt in respect of all covenants and obligations hereunder and trade letters of credit in an aggregate amount not to exceed $25,000,000 at any time outstanding, (H) Debt arising under the Loan DocumentsElectronic Wire and Cable Product Purchase Agreement, if anyas amended, and related agreements, between the Borrower and the Xxxxxx Communication Division, a division of Xxxxxx line, and (I) other Debt not to exceed in the aggregate $50,000,000 at any time outstanding.

Debt. This Security Instrument Create, incur, assume or permit to exist any Debt of any Obligated Group Member to any Person, except Debt consisting of (a) Obligations of any Obligated Group Members , (b) Purchase Money Debt incurred on or after the Closing Date by Obligated Group Members and Acquired Debt of a Person whose Equity Interests are acquired by any Obligated Group Member in a Permitted Acquisition that closed after the grantsClosing Date in an aggregate amount (exclusive of the amount of Acquired Debt incurred as permitted under clause (c) hereof) that does not exceed $50,000,000.00 during any Fiscal Year, assignments and transfers made (c) Acquired Debt of Xxxxxx Trucking, Inc. that was in Article I are given for existence on the purpose date of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment Permitted Acquisition of all other monies agreed of the issued and outstanding shares of each class of common stock of Xxxxxx Trucking, Inc., that was not incurred in connection with or provided in contemplation of such Permitted Acquisition and that is in an aggregate amount of not more $155,000,000.00 on the date of or at any time after such Permitted Acquisition is consummated, not more than $60,000,000.00 on or at any time after the 30th day following the date such Permitted Acquisition was consummated and not more than $0.00 on or at any time after the 90th day following the date such Permitted Acquisition was consummated, (d) Seller Earnout Obligations in an aggregate amount of not more than $20,000,000.00 to be paid by Mortgagor in the Note one or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee more Obligated Group Members in connection with the Permitted Acquisition of all of the issued and outstanding shares of each class of common stock of Xxxxxx Trucking, Inc., (e) intercompany Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereofowed by one Obligated Group Member to another Obligated Group Member, or the acquisition or perfection of the security therefor, whether made or incurred (f) other Debt not to exceed $10,000,000.00 at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if any.one time outstanding. SECTION

Debt. This Security Instrument Neither Fleetwood nor any of its Subsidiaries shall incur or maintain any Debt, other than: (a) the Obligations; (b) the Subordinated Debt; (c) Debt existing on the Closing Date described on Schedule 6.9 which is not to be repaid with the proceeds of the Loans made on the Initial Funding Date; (d) Capital Leases of Equipment and the grants, assignments and transfers made in Article I are given for the purpose of purchase money secured Debt incurred to purchase Equipment provided that (i) Liens securing the following, in such order of priority as Mortgagee may determine in its sole discretion (same attach only to the "Debt"): (1) all principal, interest and other amounts due under or secured Equipment acquired by the Loan Documents; incurrence of such Debt and proceeds thereof, and (2ii) the payment aggregate amount of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; such Debt (3) the payment of all sums advanced pursuant to this Security Instrument to protect including Capital Leases, and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, any such Capital Leases listed on Schedule 6.9) outstanding does not exceed $20,000,000 at any time; (e) Capital Leases of Equipment or Real Estate entered into in connection with sale\leaseback transactions permitted pursuant to Section 7.19; provided that Liens securing the same attach only to the Equipment or Real Estate subject to the applicable Capital Lease; (f) Debt evidencing a refunding, renewal or extension of the Debt permitted under Section 7.13(d), Section 7.13(n), Section 7.13(s), Section 7.13 (u), or described on Schedule 6.9; provided that: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or amount thereof is not increased, (ii) modificationsthe Liens, extensions if any, securing such refunded, renewed or renewals extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Debt Closing Date shall become an obligor or guarantor thereof, (iv) the terms of such refunding, renewal or extension are no less favorable in any part thereof at a different rate of interest whether material respect to Fleetwood, its Subsidiary, the Agent or not the Lenders than the original Debt; and (v) in the case of such Debt incurred in connection with any refunding, renewal or extension of Debt originally incurred pursuant to Section 7.13(d) Section 7.13(n), Section 7.13(s), or Section 7.13(u), as applicable (and irregardless of whether such Debt appears on Schedule 6.9), such continuing Debt otherwise complies with the terms and conditions of Section 7.13(d), Section 7.13(n), Section 7.13(s) or Section 7.13(u), as applicable, and, in each case, meets the requirements of any of the defined terms in such Sections. (g) Debt of any FMC Borrower to another FMC Borrower or of a note, the modification, extension or renewal is FRC Borrower to another FRC Borrower evidenced by a new master intercompany note pledged to the Agent; (h) Debt of Fleetwood to any Borrower provided, that (i) on the date of the advance of the proceeds of such Debt, such Borrower would be permitted to make a Distribution pursuant to Section 7.10(a)(ii), (iii), or additional promissory note or notes(v); and (5ii) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when such Debt is evidenced by a promissory note or other instrument which, by its terms, is secured hereby; pledged to the Agent; (6i) all other indebtedness, obligations and liabilities now or hereafter existing Debt of any kind of Mortgagor Excluded Subsidiary to Mortgagee under documents which recite Fleetwood; provided that they are intended (i) such loan is permitted pursuant to be secured by this Security Instrument; Section 7.10(c)(vii), (viii) or (ix) and (7ii) payment and performance of all covenants and obligations hereunder and under such Debt is evidenced by a promissory note pledged to the Loan Documents, if any.Agent;

Debt. This Security Instrument No Loan Party shall incur or maintain any Debt, other than: (a) the Obligations; (b) Debt existing on the Closing Date and the grantsdescribed on Schedule 6.9; (c) Capital Leases, assignments and transfers made mortgage financings or purchase money obligations, in Article I are given each case, incurred for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) financing all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereofof the purchase price or cost of design, construction, installation or improvement of property, plant or equipment, in each case, not constituting Inventory; provided that (i) Liens securing the same are permitted by clause (p) of the definition of “Permitted Liens”, and (ii) the aggregate principal amount of such Debt (including Capital Leases) outstanding does not exceed $20,000,000 at any time; (d) the Bond Debt; (e) other unsecured Debt; (f) Debt evidencing a substantially concurrent (substantially concurrent shall be not more than 45 days prior to any refunding, renewal, extension, modificationdefeasance, consolidationor replacement of Debt) refunding, changerenewal, substitution extension, defeasance, or restatement replacement (“Refinancing”) of the Debt existing on the Closing Date and described on Schedule 6.9 and other Debt permitted hereunder (the “Replaced Debt”); provided that in the case of any such secured debt (i) the principal amount thereof is not increased, except in an amount equal to all accrued interest on such Replaced Debt and the amount of fees, expenses and premiums incurred in connection with such Refinancing, (ii) the Liens, if any, securing such Debt do not attach to any assets in addition to those types of assets, if any, securing the Replaced Debt, (iii) no Person that is not an obligor or any part guarantor of such Replaced Debt as of such date shall become as of such date, an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal, or extension are not materially less favorable, taken as a whole, to the Borrowers, the Agent, or the acquisition or perfection of Lenders than the security thereforReplaced Debt, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, the maturity date thereof and any principal amortization thereof; (g) Debt of any Loan Party owed to any Restricted Subsidiaries, or Debt of any Restricted Subsidiary owed to the owner of its Capital Stock which is a Loan Party; (h) Debt to finance insurance premiums in an amount not to exceed $10,000,000 at any time outstanding; (i) modifications Debt owed by Westlake and/or North American Pipe Corporation to North American Profiles Limited in an amount not to exceed $5,000,000 in the aggregate; provided that any payments or prepayments of such Debt shall permanently reduce the amount of Debt permitted pursuant to this clause (i); (j) Debt arising under Hedge Agreements or the Gas Supply/Purchase Agreement; (k) Debt among Loan Parties on terms of the required kind customarily employed to allocate charges among members of a consolidated group of entities, in each such case, that are fair and reasonable to the Loan Parties and consistent with past practices of the Loan Parties; (l) Guaranties permitted by Section 7.12; (m) Debt constituting Limited Recourse Stock Pledges; and (n) Debt, other than those in clauses (a) through (m) above, secured by Liens on assets not constituting Collateral, in the aggregate principal payment dates or interest payment dates or both, as amount outstanding at any time not to exceed the case may be, deferring or accelerating payment dates wholly or partly; greater of (i) $600,000,000 or (ii) modifications24% of Tangible Assets; provided that no Debt shall be permitted under this Section 7.13(n) unless the lenders thereunder shall agree (unless otherwise not required by the Agent), extensions in writing, to (w) provide to the Agent written notice of its intent to foreclose on its liens at least ten (10) Business Days prior to the date on which any foreclosure action is taken, (x) grant to the Agent a royalty-free license to use any patent, trademark, or renewals proprietary information that is subject to a lien held by such lenders in connection with any exercise by the Agent of its rights in the Collateral, (y) permit the Agent or its representative to inspect and copy any documentation of any Loan Party or any of its Restricted Subsidiaries in possession of such lenders if the Agent determines such documentation is necessary or appropriate to the enforcement of the Debt Agent’s Liens upon the Collateral, and (z) grant the Agent or its representative access to and use of any real property and equipment of any Loan Party or any part thereof at a different rate Restricted Subsidiary in possession of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anysuch lenders.

Debt. This Security Instrument Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (i) in the case of the Borrowers, (A) Subordinated Debt evidenced by the Subordinated Notes, and any Debt extending the grantsmaturity of, assignments and transfers made in Article I are given for the purpose of securing the followingor refinancing, in whole or in part such order Subordinated Notes; provided that the terms of priority as Mortgagee may determine any such extension or refinancing, and of any agreement entered into and of any instrument issued in its sole discretion (the "Debt"): (1) all principalconnection therewith, interest and other amounts due under or secured are not prohibited by the Loan Documents; provided further that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension or refinancing; provided further that the terms relating to principal amount, amortization, maturity, interest rate, subordination, and other material terms of any such extension or refinancing and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of the Subordinated Notes, and (2B) the payment Debt in respect of all other monies agreed or provided to be paid by Mortgagor Hedge Agreements incurred in the Note or the other Loan Documents; (3) the payment ordinary course of all sums advanced pursuant to this Security Instrument to protect business and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection consistent with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or prudent business practice; (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of any of its Restricted Subsidiaries (other than the Mexico Subsidiary, except any Debt thereof incurred in the ordinary course of business), Debt owed to the Borrowers or to a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit Restricted Subsidiary of the owner Borrowers; and (iii) in the case of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; Borrowers and any of their Restricted Subsidiaries, (6A) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases not to exceed an aggregate principal amount equal to $10,000,000 at any time outstanding; provided that such aggregate principal amount shall be increased to $25,000,000 on the date of delivery, if anypursuant to Section 5.03(b)(ii), of quarterly financial statements showing the Leverage Ratio as less than 4.50:1.00, (C) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not prohibited by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (D) Debt of any Person existing at the time such Person is merged into or consolidated with, or acquired by, either Borrower or any Restricted Subsidiary or becomes a Restricted Subsidiary of either Borrower in accordance with the provisions of Section 5.02(e)(ix) or (x); provided that such Debt was not incurred in contemplation of such merger, consolidation or investment; and provided further that neither Borrower nor any Restricted Subsidiary which acquired such Person is liable for such Debt; provided further that the Leverage Ratio in effect on the date of, and immediately after, the incurrence of such Debt is less than 4.50:1.00; and provided further that the aggregate principal amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (F) of this Section 5.02(b)(iii), in no event exceed $50,000,000 in the aggregate at any time outstanding, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (F) Debt incurred in connection with an Investment made pursuant to Section 5.02(e)(ix); provided that the aggregate principal amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (D) of this Section 5.02(b)(iii), in no event exceed $50,000,000 in the aggregate at any time outstanding, (G) Debt consisting of guaranty Obligations in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the U.S. Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed $10,000,000, (H) Debt in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business, and (I) other Debt outstanding in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; provided that such principal aggregate amount shall be increased to $25,000,000 on the date of delivery, pursuant to Section 5.03(b)(ii), of quarterly financial statements showing the Leverage Ratio as less than 4.50:1.00.

Debt. This Security Instrument Neither the Company nor any Subsidiary will incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness; (b) Debt of the Company existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01(b) (but excluding under the Prior Credit Agreement), and the grants, assignments and transfers made in Article I are given any renewals or extensions (but not increases) thereof; (c) accounts payable (for the purpose deferred purchase price of securing Property or services) from time to time incurred in the followingordinary course of business which, if greater than 120 days past the invoice or billing date, are being contested in such order of priority as Mortgagee may determine in its sole discretion good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2d) the payment of all other monies agreed or Senior Unsecured Notes; provided to be paid by Mortgagor in that for any such Debt issued after the Note or the other Loan Documents; Closing Date (3i) the payment maturity of all sums advanced pursuant to this Security Instrument to protect such Debt must be no earlier than January 23, 2008, shall provide for no unscheduled mandatory payments or prepayments of principal before such date (other than upon acceleration following default under the related indenture) and preserve shall provide for no scheduled payments or prepayments of principal before such date, (ii) no Default shall exist and be continuing on the Property date of such issuance, and (iii) taking into account the Lien and use (contemporaneously with such issuance) of proceeds from such issuance, the security interest created hereby; Borrowing Base, adjusted for such issuance, must equal or exceed the aggregate outstanding principal amount of the Loans plus the LC Exposure; (4e) the payment of all sums advanced and costs and expenses incurred Debt associated with bonds or surety obligations required by Mortgagee Governmental Requirements in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection operation of the security thereforOil and Gas Properties of the Company and its Subsidiaries; and (f) obligations to establish or pay into escrow accounts or other reserves amounts necessary to cover costs of abandonment of oil and gas wellx xxx/or drilling sites. (g) Swap Contracts; provided, whether made or incurred at the request of Mortgagor or Mortgagee (includinghowever, without limitation, that (i) modifications such Swap Contracts related to oil production shall not, either individually or in the aggregate, cover more than seventy-five percent (75%) of the required principal payment dates or interest payment dates or bothCompany's and its Subsidiaries' estimates for the production of oil for each individual period covered by the Swap Contracts, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modificationssuch Swap Contracts related to natural gas production shall, extensions not either individually or renewals in the aggregate, cover, more than seventy-five percent (75%) of the Company's and its Subsidiaries' estimates for the production of natural gas for each individual period covered by the Swap Contracts, (iii) each counterparty to a Swap Contract shall have senior unsecured long-term debt rated BBB or higher by S&P or Baa2 or higher by Moodx'x xx the commencement of such Swap Contract, and (iv) no Swap Contract shall be secured by any Lien; (h) Debt or any part thereof at a different rate of interest whether or not in incurred by Special Purpose Subsidiaries and the case of a noteSubsidiaries listed on Schedule 9.01(h), the modificationif and only if, extension or renewal such Debt is evidenced by a new document or additional promissory note instrument containing language, in form and substance satisfactory to the Agent, by which the lender or noteslenders acknowledge that the Debt advanced by them to the Special Purpose Subsidiary and the Subsidiaries listed on Schedule 9.01(h) to be non-recourse to the Company and all other Subsidiaries; (i) obligations arising under arrangements or agreements designed to protect the Company or a Subsidiary entered into the ordinary course of business to reduce the Company's or a Subsidiary's exposure to fluctuations in interest rates; (j) Without limitation of any other part of Section 9.01, Debt of the Company created, incurred or assumed after the Closing Date; provided that the aggregate outstanding principal amount of such Debt shall not at any one time exceed $40,000,000; (k) Debt (as defined in clause (h) under the definition of Debt) created by the KCS Production Payments as defined in Section 1.04 of the Purchase and Sale Agreement between Hall-Xxxxxxx Xxx Company and Newfield Exploration Company dated August 11, 1998 covering the Property described on Schedule 9.01(k); (l) The QUIPS Debentures, the QUIPS and the QUIPS Guaranty; and (5m) all principalSubordinated Debt of the Company; provided that for any such Debt issued after the Closing Date (i) the maturity of such Debt must be no earlier than January 23, interest2008, shall provide for no unscheduled mandatory payments or prepayments of principal before such date (other than upon acceleration following default under the related indenture) and shall provide for no scheduled payments or prepayments of principal before such date, (ii) no Default shall exist and be continuing on the date of such issuance, (iii) at the option of the Company, (x) the Company shall have provided to the Banks information about such Debt so that the Required Banks shall have been able to redetermine before such issuance the Borrowing Base (giving effect to such issuance) in accordance with Section 2.08 or (y) the Borrowing Base shall be reduced by the amount of such Debt issued, and other amounts which may hereafter be loaned by Mortgagee(iv) taking into account the use (contemporaneously with such issuance) of proceeds from such issuance, its successors the Borrowing Base, adjusted for such issuance, must equal or assigns, to or for exceed the benefit aggregate outstanding principal amount of the owner of Loans plus the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyLC Exposure.

Debt. This Security Instrument and Neither the grantsBorrower nor any Restricted Subsidiary will ---- incur, assignments and transfers made in Article I are given create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and Notes or other amounts due Indebtedness arising under or secured by the Loan Documents; ; (2b) Debt of the payment Borrower and its Restricted Subsidiaries existing on the Closing Date that is reflected in the Financial Statements, and any refinancings, renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of all other monies agreed Property or provided services) from time to time incurred in the ordinary course of business which, if greater than ninety (90) days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Capital Leases (as required to be paid by Mortgagor in reported on the Note or financial statements of the other Loan Documents; (3) the payment of all sums advanced Borrower pursuant to this Security Instrument GAAP) not to protect and preserve the Property and the Lien and the security interest created hereby; exceed $2,000,000; (4e) the payment of all sums advanced and costs and expenses incurred Debt associated with bonds or surety obligations required by Mortgagee Governmental Requirements in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection operation of the security thereforOil and Gas Properties; (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, whether made assigned, transferred, negotiated or incurred at pledged to any Person other than the request Borrower or one of Mortgagor its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or Mortgagee a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement; (including, without limitation, g) endorsements of negotiable instruments for collection in the ordinary course of business; (h) Debt (i) modifications under the Senior Subordinated Notes and any guarantees thereof, the principal amount of which does not exceed $100,000,000 in the required principal payment dates or aggregate, provided that the Borrower may incur up to an additional $100,000,000 of Senior Subordinated Notes, together with guarantees thereof, if (A) such Senior Subordinated Notes are issued prior to October 1, 2001, (B) the stated interest payment dates or bothrate on such Senior Subordinated Notes does not exceed 10-7/8% per annum, as (C) such Senior Subordinated Notes do not have any scheduled amortization prior to April, 2007, (D) such Senior Subordinated Notes do not mature sooner xxxx Xxxxx, 0007 and (E) such Senior Subordinated Notes and any guarantees thereof are subordinated on terms substantially identical to those contained in the case may beSenior Subordinated Indenture pursuant to which the Senior Subordinated Notes have been issued, deferring or accelerating payment dates wholly or partly; or and (ii) modifications, extensions or renewals of the which constitutes Permitted Refinancing Debt or and any part thereof at a different rate of interest whether or guarantees thereof; and (i) other Debt not to exceed $3,000,000 in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of aggregate at any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyone time outstanding.

Debt. This Security Instrument (a) The Borrower will not, and the grantswill not permit any of its Consolidated Subsidiaries to, assignments and transfers made in Article I are given for the purpose of securing the followingcreate, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principalincur, interest and other amounts due under assume or secured by the Loan Documents; (2) the payment of all other monies agreed or provided suffer to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereofexist, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, Debt other than: (i) modifications Debt of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and Borrower under the Loan Documents; (ii) unsecured Debt owing by the Borrower to any Consolidated Subsidiary; (iii) unsecured Debt owing by any Consolidated Subsidiary to the Borrower or any other Consolidated Subsidiary; (iv) Debt (other than Derivative Obligations) of Consolidated Subsidiaries, if anyso long as (A) no Default or Event of Default exists on the date such Debt is incurred or would result from the incurrence of such Debt, and (B) the aggregate amount of such Debt does not exceed fifteen percent (15%) of Net Worth as of the last day of the fiscal quarter most recently ended prior to the date of incurrence for which financial statements are available; (v) Debt (other than Derivative Obligations) of the Borrower, so long as (A) such Debt is not Guaranteed by any Subsidiary of the Borrower, except to the extent permitted by paragraph (iv) above, and (B) no Default or Event of Default exists on the date such Debt is incurred or would result from the incurrence of such Debt; (vi) Derivative Obligations of the Borrower and its Consolidated Subsidiaries, so long as (A) no Default or Event of Default exists on the date such Derivative Obligations are incurred or would result from the incurrence thereof and (B) the aggregate amount of such Derivative Obligations does not exceed ten percent (10%) of Net Worth as of the last day of the fiscal quarter most recently ended prior to the date of incurrence for which financial statements are available; and (vii) Account Receivable Debt of the Borrower or any of its Consolidated Subsidiaries not exceeding $100,000,000 in an aggregate principal amount at any one time outstanding. (b) The Borrower will not permit any Excluded Affiliate to create, incur, assume or suffer to exist any Debt unless the agreements evidencing or providing for such Debt do not provide for recourse against the Borrower or any of its Consolidated Subsidiaries, or any of their respective assets, for the payment of such Debt; provided, however, that the foregoing shall not apply to any such Debt of an Excluded Affiliate that is covered by a Guaranty from the Borrower or a Consolidated Subsidiary that constitutes Debt permitted by Section 6.01(a).

Debt. This Security Instrument Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (other than Debt exclusively among the Loan Parties and their respective Subsidiaries), unless (i) no Event of Default has occurred and is continuing immediately before and immediately after the grantsincurrence of such Debt and (ii) immediately after giving effect to the incurrence of such Debt, assignments the Borrower will be in compliance, on a pro forma basis, with the provisions of Section 5.04; provided, however, that notwithstanding the foregoing, (A) in no event shall any owner of an Unencumbered Asset be a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Debt unless it is a Guarantor hereunder and transfers made (B) in Article I are given no event shall any Loan Party or any Restricted Subsidiary be a borrower or guarantor of, or otherwise obligated in respect of, any Debt (disregarding for this purpose clause (ii) of the purpose second proviso in the definition thereof) of securing any Unrestricted Subsidiary except for Customary Carveout Agreements. (i) Debt under the followingLoan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly‑owned Subsidiary of any Loan Party, provided that, in each case, such order Debt shall be documented in writing and shall be by its terms subordinated to the Obligations of priority as Mortgagee may determine the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its sole discretion Subsidiaries, (the "Debt"): A) Debt secured by Liens permitted by Section 5.02(a)(iv), (B) (1) all principal, interest Capitalized Leases and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other case of any Capitalized Lease to which any Subsidiary of a Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereofParty is a party, any renewal, extension, modification, consolidation, change, substitution Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made foreign exchange rates incurred as required by this Agreement or incurred at in the request ordinary course of Mortgagor or Mortgagee business and consistent with prudent business practices, and (D) Non‑Recourse Debt (including, without limitation, the JV Pro Rata Share of Non‑Recourse Debt of any Joint Venture) in respect of Assets other than Unencumbered Assets owned by a Necessary Loan Party, the incurrence of which would not result in a Default under Section 5.04; (iv) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of the Parent Guarantor and the Borrower, Debt under Customary Carve‑Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) secured Recourse Debt, provided that (A) such Debt is not recourse to any Necessary Loan Party that owns any Unencumbered Asset or any direct or indirect Equity Interest therein, (B) such Debt is not secured by any Lien on any Unencumbered Asset owned by a noteNecessary Loan Party, and (C) the incurrence of such Debt would not result in a Default under Section 5.04; and (viii) unsecured Recourse Debt, the modification, extension or renewal is evidenced by incurrence of which would not result in a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee Default under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anySection 5.04.

Debt. This Security Instrument and the grantsIncur, assignments and transfers made in Article I are given for the purpose of securing the followingcreate, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principalassume, interest and other amounts due under guarantee, suffer to exist or secured by the Loan Documents; (2) the payment of all other monies agreed otherwise become liable on or provided to be paid by Mortgagor in the Note with respect to, directly or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereofindirectly, any renewalDebt, extensionother than: (a) any Debt owing to Purchaser or an Affiliate of Purchaser, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, the Senior Debt described in Section 1 of SCHEDULE 8.6; (b) Debt outstanding on the Closing Date (other than the Senior Debt) and listed on SCHEDULE 8.6 hereof; (c) endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business; (d) trade payables, current liabilities or similar obligations (other than for borrowed money or purchase money obligations) from time to time incurred in the ordinary course of business; (e) taxes, assessments, or other governmental charges that are not assessed or are being contested in good faith by appropriate action promptly initiated and diligently conducted and for which Company shall have made adequate reserves for in accordance with generally accepted accounting principles; (f) Senior Debt; PROVIDED, HOWEVER, that in no event shall the principal amount of the Senior Debt exceed the sum of (i) modifications $19,557,233.32 reduced by the amounts of any repayments and commitment reductions under the required principal payment dates or interest payment dates or bothSenior Credit Agreement (after the date hereof) to the extent that such payments and reductions may not be reborrowed, as the case may be, deferring or accelerating payment dates wholly or partly; or plus (ii) modifications$2,000,000; (g) additional Subordinated Debt incurred by the Company after the Closing Date in an amount not to exceed $5,000,000; PROVIDED THAT such Subordinated Debt is on terms and conditions equal to, extensions or renewals more favorable to the Company as the Notes; PROVIDED FURTHER THAT after giving effect to the creation, incurrence or assumption of such Subordinated Debt, the Company is in compliance with the covenants set forth in SECTION 8.12 hereof, calculated on a PRO FORMA basis as of the last day of the most recent fiscal quarter for which a compliance certificate is required to be furnished to the Purchaser pursuant to SECTION 6.10(C) hereof, calculated as if such Indebtedness has been created, incurred or assumed on the first day of such period; (h) purchase money Debt or any part thereof at a different rate of interest whether or not incurred by the Company in the case ordinary course of a notebusiness, provided that, after incurring such Debt, the modification, extension aggregate principal amount of such Debt outstanding shall not exceed $750,000 and no Default or renewal Event of Default shall occur hereunder; (i) Capital Lease Obligations to the extent the underlying Capital Lease is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, permitted pursuant to or for the benefit terms of the owner of the Property, when evidenced by a promissory note or other instrument which, Senior Credit Agreement; (j) Debt not included in paragraphs (a) through (h) above which by its termsterms is unsecured and does not exceed at any time, is secured hereby; (6) all other indebtednessin the aggregate, obligations and liabilities now or hereafter existing the sum of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if any$750,000.

Debt. This Security Instrument and the grantsBecome or remain obligated for any indebtedness for borrowed money, assignments and transfers made in Article I are given or for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses any indebtedness incurred by Mortgagee in connection with the Debt acquisition of any property, real or personal, tangible or intangible, or for any other Debt, except for: (a) Indebtedness to Banks hereunder; (b) current unsecured trade, utility or non-extraordinary accounts payable arising in the ordinary course of Company's or any part thereofSubsidiary's businesses; (c) the Future Debt; (d) Subordinated Debt, provided, however, that on the date any renewalsuch Debt is incurred, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection clauses (a) and (c) of the security thereforFunding Conditions shall have been satisfied; (e) Permitted CAC UK Debt and overdraft lines of credit which are unsecured or are secured solely by a guaranty and/or letter of credit provided by Company or similar credit arrangements maintained by the Permitted Borrowers in the ordinary course of business in the countries of their formation, whether made or incurred at the request of Mortgagor or Mortgagee (includingin an amount not to exceed, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of CAC UK, Pound Sterling 4,000,000 and in the case of each of the other Permitted Borrowers, $3,000,000, or the equivalent thereof in an Alternative Currency; (f) such other Debt set forth in Schedule 8.5 attached hereto, if any (in addition to any other matters set forth in this Section 8.5), and any renewals or refinancing of such indebtedness in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof) on substantially the same terms and otherwise in compliance with this Agreement; (i) Intercompany Loans made pursuant to the UK Restructuring, (ii) Intercompany Loans by the Company to any Domestic Subsidiary or by any Domestic Subsidiary to the Company or another Domestic Subsidiary (excluding the Titling Subsidiary, any Special Purpose Subsidiary and any other Subsidiary excluded from the definition of Significant Subsidiary by the proviso at the end of such definition) made while no Default or Event of Default has occurred and is continuing (both before and after giving effect thereto), provided, however, that any such Intercompany Loan shall be evidenced by and funded under an Intercompany Note which shall be pledged (pursuant to the Security Agreement) to the Agent, in its capacity as Collateral Agent under the Intercreditor Agreement, as security for the Indebtedness, (iii) Intercompany Loans made to the Titling Subsidiary, subject to the limits set forth in Section 8.8(i) and provided, however, that any such Intercompany Loan shall be evidenced by and funded under an Intercompany Note which shall be pledged (pursuant to the Security Agreement) to the Agent, in its capacity as Collateral Agent under the Intercreditor Agreement, as security for the Indebtedness, (iv) Intercompany Loans by the Company or any Domestic Subsidiary to a noteForeign Subsidiary (excluding any Special Purpose Subsidiary and any other Subsidiary excluded from the definition of Significant Subsidiary by the proviso at the end of such definition) made while no Default or Event of Default has occurred and is continuing (both before and after giving effect thereto), provided, however, that any such Intercompany Loan shall be evidenced by and funded under an Intercompany Note which shall be pledged (pursuant to the Security Agreement) to the Agent, in its capacity as Collateral Agent under the Intercreditor Agreement, as security for the Indebtedness, and provided, further, that the amount of Intercompany Loans under this clause (iv), when included (without duplication) with Intercompany Loans, Advances and Investments permitted under clause (iii) of Section 8.8(d) hereof, complies with such Section and (v) Intercompany Loans (on a subordinated basis in relation to the Indebtedness on substantially the basis set forth in the form of Intercompany Note, attached hereto) by any Foreign Subsidiary to the Company, another Foreign Subsidiary or a Domestic Subsidiary excluding the Titling Subsidiary, any Special Purpose Subsidiary and any other Subsidiary excluded from the definition of Significant Subsidiary by the proviso at the end of such definition; (h) Debt incurred by a Special Purpose Subsidiary under, and secured by assets transferred pursuant to, a Permitted Securitization, whether or not attributable to the Company under GAAP; (i) Debt arising under Hedging Agreements entered into by the Company and/or a Permitted Borrower (copies of which shall be provided to the Agent promptly following the execution thereof and Permitted Guaranties); and (j) other Debt for borrowed money in an amount not to exceed in the aggregate for the Company and its Subsidiaries at any time outstanding, the modificationsum of Five Million Dollars ($5,000,000) (or the Alternative Currency equivalent thereof), extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter Debt shall be loaned by Mortgagee, its successors or assigns, unsecured except to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing extent of any kind of Mortgagor to Mortgagee Lien permitted under documents which recite that they are intended to be secured by this Security Instrument; and (7Section 8.6(d) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyhereof.

Debt. This Security Instrument and Neither the grantsBorrower nor any Subsidiary will incur, assignments and transfers made in Article I are given create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note Notes or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and Indebtedness arising under the Loan Documents; (b) Debt of the Borrower existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if anygreater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under capital leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) not to exceed $250,000; (e) Debt associated with guaranties, sureties and bonds issued by the Borrower or any Subsidiary, in the ordinary course of its business, of obligations of others (other than for borrowed money) incurred in Hydrocarbon transportation, Hydrocarbon purchasing or other similar programs or operations, provided that such operations are disclosed to the Agent and the costs of the financing related to such operations are incorporated into the Engineering Reports provided to the Agent; (f) Non-Recourse Debt arrangements on any Property of the Borrower or any Subsidiary which is not included in the determination of the Borrowing Base; and (g) Debt of the Borrower under Hedging Agreements with a Lender or another investment grade counterparty rated A or higher by Standard & Poors Corporation or P2 or higher by Xxxxx'x Investors Service, Inc., the notional amounts of which do not exceed 80% of Borrower's anticipated oil and/or gas production from producing xxxxx to be produced for a period of 24 months, entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's and its Subsidiaries' operations; and (h) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower or any of its Subsidiaries with respect to plugging, facility removal and abandonment of its Oil and Gas Properties.

Debt. This Security Instrument Neither Westlake nor Restricted Subsidiary shall incur or maintain any Debt, other than: (a) the Obligations; (b) Debt existing on the Closing Date and the grantsdescribed on Schedule 7.13; (c) Capital Leases, assignments and transfers made mortgage financings or purchase money obligations, in Article I are given each case, incurred for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) financing all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security thereforpurchase price or cost of design, whether made construction, installation or incurred at the request improvement of Mortgagor property, plant or Mortgagee (includingequipment, without limitationin each case, not constituting Inventory; provided that (i) modifications Liens securing the same are permitted by clause (p) of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or definition of “Permitted Liens,” and (ii) modifications, extensions or renewals the aggregate principal amount of purchase money obligations of Westlake and its Restricted Subsidiaries constituting Debt outstanding does not exceed the greater of (A) $300,000,000 and (B) 7.5% of Tangible Assets (measured as of the date of the most recent financial statements delivered hereunder prior to the date of such incurrence) at any time; (d) the Bond Debt; (e) other unsecured Debt; (f) [Reserved]; (g) Debt of any Loan Party owed to any Restricted Subsidiaries, or Debt of any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, Restricted Subsidiary owed to or for the benefit of the owner of its Capital Stock which is a Loan Party; (h) Debt to finance insurance premiums in an amount not to exceed $10,000,000 at any time outstanding; (i) Debt arising under Hedge Agreements or the PropertyGas Supply/Purchase Agreement; (j) Debt among Loan Parties on terms of the kind customarily employed to allocate charges among members of a consolidated group of entities, when evidenced in each such case, that are fair and reasonable to the Loan Parties and consistent with past practices of the Loan Parties; (k) Guaranties permitted by Section 7.12; (l) Debt constituting Limited Recourse Stock Pledges; (m) Debt, other than those in clauses (a) through (l) above, secured by Liens on assets not constituting Collateral, in the aggregate principal amount outstanding at any time not to exceed the greater of (i) $600,000,000 and (ii) 30% of Tangible Assets (measured as of the date of the most recent financial statements delivered hereunder prior to such incurrence); and (n) Debt, other than those in clauses (a) through (m) above, secured by Liens on assets not constituting Collateral, provided that, without limiting the Agent’s discretion to exclude any Inventory at a promissory note or location which is subject to a Lien in favor of a Person other instrument whichthan the Agent from the Borrowing Base, by its terms, any Inventory with a value in excess of $250,000 at a location which is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing subject to a Lien in favor of any kind Person other than the Agent will not be included in the Borrowing Base unless (x) a reserve acceptable to the Agent has been established or (y) the holder of Mortgagor such Debt, at the Agent’s discretion, has entered into certain agreements with the Agent in form and substance reasonably satisfactory to Mortgagee under documents which recite that they are intended the Agent to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under grant the Loan Documents, if anyAgent access to such Inventory.

Debt. This Security Instrument Not, and the grantsnot permit any other Loan Party to, assignments create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (b) Debt under any Approved AR Loan Facility and extensions, renewals and re-financings thereof; provided that the aggregate principal amount (3excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith) at any time outstanding in relation to such Approved AR Loan Facility shall not exceed $5,000,000; provided that, (A) the payment principal amount of such Debt (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith) is not increased pursuant to any such renewal, extension, refunding or refinancing, and (B) any such refinancing renewal, extension or refunding shall continue to constitute usage of any basket under which such Debt was originally incurred, created or assumed; (c) Subordinated Debt and extensions, renewals, and re-financings thereof; (d) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate principal amount of all sums advanced pursuant such Debt (excluding an amount equal to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs accrued interest, premiums, fees and expenses associated therewith or with any extension, renewal or re-financing) permitted under Section 7.2(d) at any time outstanding shall not exceed $500,000; (e) Debt with respect to any Hedging Obligations incurred by Mortgagee for bona fide hedging purposes and not for speculation; (f) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the Debt acquisition or disposition of any part thereofbusiness, assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereofLoan Party incurred in the ordinary course of business, or (iii) representing customer deposits and advance payments received in the acquisition or perfection ordinary course of business from customers for goods purchased in the security thereforordinary course of business; (g) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, whether made or incurred at the request of Mortgagor or Mortgagee (netting services, overdraft protection and similar arrangements, and including, without limitation, treasury, depository, credit or debit card, “p-cards,” electronic funds transfer, foreign exchange services, zero balance arrangements, liquidity management tools (such as physical pooling or cash concentration) and other cash management arrangements, including any other arrangement designated in good faith by any Borrower to Agent as being a “cash management arrangement,” in each case incurred in the ordinary course of business; (h) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (i) modifications Debt described on Schedule 7.1 as of the required principal payment dates Closing Date, and any extension or interest payment dates or both, renewal thereof so long (i) as the case may beprincipal amount thereof is not increased, deferring or accelerating payment dates wholly or partly; or (ii) modificationsas the terms and conditions of such extension, extensions renewal or renewals of refinancing are substantially identical to the Debt or any part thereof at a different rate of interest whether or not in the case of a noteoriginal Debt, the modification, (iii) as to such extension or renewal renewal, no collateral or other form of security is evidenced granted by a new or additional promissory note or notes)Borrower in connection therewith; and (5j) all principalunsecured Debt (which for further clarity shall exclude accounts payable, interesttake-or-pay contracts, and other amounts which may hereafter be loaned current liabilities incurred by MortgageeLoan Parties in the ordinary course of business), its successors in addition to the Debt listed above, in an aggregate principal outstanding amount (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith or assignswith any extension, renewal or re-financing) not at any time exceeding $250,000 and extensions, renewals and re-financings thereof; (k) to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtednessextent constituting Debt, obligations and liabilities now due by any Loan Party or hereafter existing of any kind of Mortgagor to Mortgagee Subsidiary thereof under documents which recite that they are intended to be secured by this Security Instrument; and such Loan Party’s or their respective Subsidiaries’ Product warranty programs; (7l) payment and performance of all covenants and obligations hereunder and under Debt arising from cash pooling arrangements among the Loan Documents, if anyParties and their Subsidiaries; and (m) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business.

Debt. This Security Instrument Holdings and the grantsBorrower shall not, assignments and transfers made shall not permit any of its Restricted Subsidiaries to, incur or maintain any Debt, other than the following Debt (collectively, “Permitted Debt”): (a) Debt of Borrower, Holdings and any of its Restricted Subsidiaries under the Loan Documents (including pursuant to Sections 2.6 and 2.7); (b) (i) Debt described on Schedule 8.12 and any Refinancing Debt in Article I are given respect thereof and (ii) any intercompany Debt outstanding on the Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Borrower, Holdings and its Restricted Subsidiaries as at the last day of the Test Period ended on or prior to the date that such Debt was incurred shall not exceed the greater of (x) $50,000,000 and (y) 9.0% of Consolidated Total Assets; (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or another Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements entered into by a Borrower or Restricted Subsidiary of Holdings in the ordinary course of business and not for speculative purposes; (f) Guaranties by Holdings and its Restricted Subsidiaries in respect of Debt of the Borrower or any Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt and (ii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets as of the last day of the Test Period most recently ended on or prior to the date such Debt was incurred and any Refinancing Debt in respect thereof; (k) Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business or (y) consisting of indemnities, obligations in respect of earn outs or other purchase price adjustments, or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of securing financing such acquisition; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the followingBorrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other service providers, (y) other similar arrangements incurred by such Persons in connection with Permitted Acquisitions or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or any Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (i) Debt incurred by an Obligor or any of its Restricted Subsidiaries pursuant to transactions permitted under Section 8.18 and (ii) any Refinancing Debt incurred to Refinance such order Debt; provided that the aggregate amount of priority Debt incurred under this clause (o) shall not exceed the greater of (x) $25,000,000 and (y) 4.5% of Consolidated Total Assets as Mortgagee may determine in its sole discretion of the last day of the Test Period most recently ended on or prior to the date such Debt was incurred; (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (i) such Debt is not guaranteed by any Obligor, (ii) the "Debt"): holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason of representations or warranties, agreement of the parties, operation of law or otherwise, (1iii) all principal, interest and other amounts due under or such Debt is not secured by any assets other than assets of such Restricted Subsidiary and its Subsidiaries and (iv) the aggregate amount of Debt incurred under this clause (p) shall not exceed the greater of (x) $10,000,000 and 2.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 financials most recently delivered on or prior to such date of incurrence); (q) if no Debt is outstanding in reliance on, and no commitments to advance Debt that would be Debt incurred in reliance on, Section 8.12(r) of this Agreement, Debt of the Borrower or any Restricted Subsidiary; so long as (x) in the case of secured Debt, (i) at the time of incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof, the Borrower would be in compliance with a Senior Secured Net Leverage Ratio, calculated on a Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such secured Debt, that is no greater than 4.00:1.00 or (ii) if incurred within six months following the Closing Date, such secured Debt does not exceed $275,000,000 and (y) in the case of unsecured Debt, at the time of incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof, the Borrower would be in compliance with a Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such unsecured Debt, that is no greater than 5.00:1.00; provided that (A) any secured Debt incurred pursuant to clause (x) hereof may only be secured by a first priority security interest in the Fixed Asset Collateral and/or a second priority security interest in the Current Asset Collateral, (B) if such Debt will be secured by assets that do not also secure the Obligations prior to the incurrence of such Debt, as a condition to the permissibility of the incurrence of such Debt under this clause (q), Collateral Agent shall be granted a Lien on such assets to secure the Obligations, (C) the holder of any such debt that is secured Debt (or an agent or representative in respect thereof) shall have entered into the Intercreditor Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Collateral Agent and the Borrower (providing, among other things, that the Liens on the Current Asset Collateral securing such Debt or other obligations shall rank junior to the Collateral Agent’s Liens on the Current Asset Collateral and any Liens on Fixed Asset Collateral to secure such Debt may rank senior to the Collateral Agent’s Liens on the Fixed Assets Collateral), (D) no Default or Event of Default is then continuing or would result therefrom, (E) the borrower and guarantors with respect to such Debt shall only be the Obligors (or if any other Person is a borrower or guarantor in respect of such Debt, such other Person shall become a Guarantor hereunder and under the other Loan Documents pursuant to Section 8.22), (F) the maturity of such Debt shall be no earlier than 6 months following the latest Stated Termination Date in effect at the time such debt is entered into and (G) such Debt shall not provide for amortization payments (other than up to 5.0% per annum of the principal amount thereof) and in the case of the Debt permitted under this clause (q), any Refinancing Debt in respect thereof; (r) [reserved]; if no Debt is outstanding in reliance on, and no commitments to advance Debt that would be Debt incurred in reliance on, Section 8.12(q) of this Agreement, Debt of Borrower and the Guarantors under the Term Loan Documents; provided, that (2i) in no event shall the aggregate principal amount of Debt at any time outstanding in reliance on this clause (r) exceed the Fixed Asset Cap (as defined in the Initial Intercreditor Agreement on the First Amendment Effective Date), (ii) the payment holder of all any such debt that is secured Debt (or an agent or representative in respect thereof) shall have entered into the Intercreditor Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Collateral Agent and the Borrower (providing, among other monies agreed things, that the Liens on the Current Asset Collateral securing such Debt or provided other obligations shall rank junior to the Collateral Agent’s Liens on the Current Asset Collateral and any Liens on Fixed Asset Collateral to secure such Debt may rank senior to the Collateral Agent’s Liens on the Fixed Assets Collateral), (iii) such Debt hereof may only be paid secured by Mortgagor a first priority security interest in the Note Fixed Asset Collateral and/or a second priority security interest in the Current Asset Collateral, (iv) if such Debt will be secured by assets that do not also secure the Obligations prior to the incurrence of such Debt, as a condition to the permissibility of the incurrence of such Debt under this clause (r), Collateral Agent shall be granted a Lien on such assets to secure the Obligations, (v) no Default or Event of Default is then continuing or would result therefrom, (vi) the borrower and guarantors with respect to such Debt shall only be the Obligors (or if any other Person is a borrower or guarantor in respect of such Debt, such other Person shall become a Guarantor hereunder and under the other Loan Documents; Documents pursuant to Section 8.22), (3vii) the payment maturity of all sums advanced pursuant such Debt shall be no earlier than 6 months following the latest Stated Termination Date in effect at the time such debt is entered into and (viii) such Debt shall not provide for amortization payments (other than up to this Security Instrument 5.0% per annum of the principal amount thereof); (s) Guaranties incurred in the ordinary course of business (and not in respect of Debt for borrowed money) in respect of obligations to protect suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) unsecured Debt in respect of obligations of Holdings or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and preserve services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the Property ordinary course of business and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee not in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection borrowing of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or money and (ii) modificationsunsecured Debt in respect of intercompany obligations of Holdings or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (u) Debt arising under the Secured Equify Loan Documents (as in effect on the Closing Date and/or as subsequently amended, extensions restated, modified, or renewals supplemented to the extent permitted hereunder (other than amendments or modifications that would increase the principal amount of such Debt (other than through interest that is paid in kind) beyond the principal balance outstanding on the Closing Date)) and, in each case, any Refinancing Debt in respect thereof; and (v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above. For purposes of determining compliance with this Section 8.12, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses, the Borrower, in its sole discretion, may classify and reclassify or later divide, classify or reclassify such item of Debt (or any part thereof at a different rate portion thereof) and will only be required to include the amount and type of such Debt in one or, if it satisfies the criteria for more than one clause above, can be allocated among one or more of the above clauses. The accrual of interest, the accretion of accreted value and the payment of interest whether or not in the case form of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter Debt shall not be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended deemed to be secured by an incurrence of Debt for purposes of this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anySection 8.12.

Debt. This Security Instrument and the grantsCreate, assignments and transfers made in Article I are given for the purpose incur, assume or suffer to exist, or permit any of securing the followingits Subsidiaries to create, in such order of priority as Mortgagee may determine in its sole discretion incur, assume or suffer to exist, any Debt other than: (the "Debt"): (1a) all principal, interest and other amounts due under or secured by Debt incurred pursuant to the Loan Documents; (b) In the case of any of the Subsidiaries of the Borrower, Debt owed to the Borrower or to a Subsidiary of the Borrower; provided, that if such Debt is owed by a Subsidiary of the Borrower which is not a Guarantor such Debt shall be evidenced by a promissory note, such promissory note shall be pledged to the Administrative Agent pursuant to the terms of the Security Agreement and, except as set forth on Schedule 6.2(b) with respect to existing Debt, there shall be no restrictions whatsoever on the ability of such Subsidiary to repay such Debt; (2c) In the case of the Borrower and any of its Subsidiaries: (i) Debt (A) secured by Liens permitted by Section 6.1(d), (B) Capitalized Leases and (C) of the Borrower or any Subsidiary acquired pursuant to a Permitted Acquisition or Permitted Investment (or Debt assumed at the time of a Permitted Acquisition or Permitted Investment of any asset securing such Debt), provided that such Debt was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition or Permitted Investment, collectively not to exceed in the aggregate $7,500,000 at any time outstanding; (ii) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (iii) Subordinated Debt incurred pursuant to the Subordinated Debt Financing and other Subordinated Debt; provided, that the Net Cash Proceeds of any such Subordinated Debt issued after the Closing Date shall be used to prepay the Advances then outstanding in accordance with Section 2.6(b)(iii), except that up to $25,000,000 of such Net Cash Proceeds may be used to pay the purchase price of a Permitted Acquisition; (iv) Debt existing on the date hereof and described on Schedule 6.2(c); (v) Debt in respect of Hedge Agreements entered into in the ordinary course of business to protect the Borrower or any of its Subsidiaries against fluctuations in interest rates or currency values; (vi) unsecured Debt consisting of promissory notes issued by the Borrower to officers, directors and employees of the Borrower or any Subsidiary of the Borrower issued to purchase or redeem capital stock of the Borrower to the extent that payment of all other monies agreed cash on such promissory notes is permitted hereunder and so long as such promissory notes are expressly subordinate to the Obligations of the Borrower and the Subsidiary Guarantors under the Loan Documents on terms reasonably acceptable to the Administrative Agent; (vii) Debt consisting of Qualified Debt Securities of the Borrower or provided any of its Subsidiaries incurred by it in connection with Permitted Acquisitions plus the amount of interest on such Qualified Debt Securities paid in kind or through accretion or capitalization to the extent that incurrence thereof would not result in an Event of Default under any of the financial covenants set forth in Article 8; (viii) Debt incurred in connection with the financing of insurance premiums (excluding tail medical malpractice insurance) in an amount not to exceed the lesser of $30,000,000 and the premiums with respect to the applicable insurance policies; (ix) Debt constituting Guaranteed Obligations permitted under Section 6.18; (x) Debt in respect of any of the Recapitalization Documents as in effect on the date hereof, including, without limitation, the Existing Earnout Obligations; (xi) Obligations in respect of the Preferred Stock; (xii) refinancings of any Debt originally incurred as permitted by this Section 6.2(c)(i), (iii), (iv), (vi), (vii) and (x); provided, that the terms of any such refinancing of such Debt, and of any agreement entered into and of any instrument issued in connection therewith, shall be paid on substantially the same terms as the agreements and instruments in existence on the date hereof and otherwise permitted by Mortgagor in the Note or this Agreement and the other Loan Documents; and, provided, further, that the principal amount of such Debt shall not be increased above the principal amount thereof then outstanding, neither the final maturity date nor average weighted maturity date (3calculated from the date of such refinancing) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property shall be decreased and the Lien direct and the security interest created hereby; (4) the payment indirect obligors therefor shall not be changed, as a result of all sums advanced and costs and expenses incurred by Mortgagee or in connection with such refinancing and any Debt which is subordinate to the Obligations shall remain subordinate on the same terms or on such other terms as may be approved by the Administrative Agent; and (xiii) other Debt or not expressly permitted above in an aggregate amount together with the amount of Guaranteed Obligations incurred pursuant to Section 6.18(k) not to exceed $22,500,000 at any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anytime outstanding.

Debt. This Security Instrument and Neither such Loan Party nor any of the grantsMexican Subsidiaries shall incur or maintain any Debt, assignments and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion other than: (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2a) the payment Obligations; (b) Debt described on Schedule 6.9; (c) Guaranties permitted by Section 7.14; (d) Capital Leases of all other monies agreed or provided Equipment and purchase money Debt incurred to be paid by Mortgagor in the Note or the other Loan Documentspurchase Equipment; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereofprovided, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, that (i) modifications Liens securing the same attach only to the Equipment acquired by the incurrence of the required principal payment dates or interest payment dates or bothsuch Debt, as the case may be, deferring or accelerating payment dates wholly or partly; or and (ii) modificationsthe aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $10,000,000 at any time; (e) Debt evidencing a refinancing, extensions refunding, renewal or renewals extension of the Debt described on Schedule 6.9 or of Debt permitted by clause (p) of this Section 7.15; provided, that (i) the principal amount thereof is not increased (other than with respect to any part thereof at reasonable fees and other costs of refinancing), (ii) the Liens, if any, securing such refinanced, refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refinanced, refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date (other than a different rate Person that, with the prior written consent of interest whether the Administrative Agent and the Majority Lenders, became an obligor or not guarantor of such Debt subsequent to the Closing Date) (or, in the case of Debt permitted by clause (p) below, as of the date of the consummation of the related Permitted Acquisition) shall become an obligor or guarantor thereof and (iv) the terms of such refinancing, refunding, renewal or extension, taken as a notewhole are no less favorable to the applicable Loan Party and to the Administrative Agent and the Lenders than the terms of the original Debt (other than with respect to (x) the rate of interest on such refinanced, refunded, renewed or extended Debt, provided such rate of interest is not in excess of the modificationmarket rate at such time for such Debt and (y) premiums due and payable upon an optional redemption of such refinanced, extension refunded, renewed or renewal is evidenced extended Debt); (f) unsecured Debt of (i) the Parent or FMXI to Foamex, but solely to the extent expressly permitted under Section 7.12 and clause (o) of the defined term Restricted Investment, (ii) any wholly-owned Domestic Subsidiary of Foamex (other than a Borrower) to a Borrower or another wholly-owned Domestic Subsidiary of Foamex; provided, however, that the aggregate amount of such Debt owing by all such wholly-owned Domestic Subsidiaries of Foamex shall not exceed $500,000 at any time outstanding, (iii) Foamex Canada to Foamex; provided, however, that the aggregate amount of such Debt of Foamex Canada to Foamex shall not exceed $5,000,000 at any time outstanding, (iv) any Mexican Subsidiary to any other Mexican Subsidiary or to any wholly-owned Subsidiary of a new or additional promissory note or notes); Mexican Subsidiary, (5v) all principalany Mexican Subsidiary to Foamex, interestbut solely to the extent expressly permitted by clause (o) of the defined term Restricted Investment, and (vi) Foamex to Foamex Canada in order to comply with Section 7.35; provided, that Foamex shall incur such Debt only to the extent that a Distribution made by Foamex Canada to Foamex in the amount of such Debt would result in negative tax consequences to Foamex or Foamex Canada; (g) unsecured Permitted Subordinated Debt (other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit than under clause (b) of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if any.such defined term);

Debt. This Security Instrument The Borrower will not, and will not permit any of its Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the grants, assignments and transfers made in Article I are given Loans or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and Loans or other amounts due Obligations arising under or secured by the Loan Documents; (b) Debt under Capital Leases and purchase money Debt of the Borrower and its Restricted Subsidiaries in an aggregate amount not to exceed $10,000,000; (2) provided, any such Debt shall be secured only by the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee asset acquired in connection with the incurrence of such Debt; (c) Debt associated with bonds, surety obligations or similar instruments required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (d) endorsements of negotiable instruments for collection, deposit or negotiation and warranties of products or services, in each case, incurred in the ordinary course of business; (e) intercompany Debt between the Borrower and any part Wholly-Owned Subsidiary Guarantor or between Wholly-Owned Subsidiary Guarantors to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Wholly-Owned Subsidiary Guarantor; and, provided, further, that any such Debt owed by either the Borrower or a Wholly-Owned Subsidiary Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement; (f) unsecured Senior Notes and any guarantees thereof, the principal amount of which does not exceed in the aggregate, at the time any renewalsuch Debt is incurred, extension, modification, consolidation, change, substitution or restatement or an amount equal to the product of two (2) multiplied by the Borrowing Base then in effect (prior to giving effect to any part thereof, or the acquisition or perfection reduction of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee Borrowing Base pursuant to clause (including, without limitation, ix) below); provided that: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partlyBorrower shall have complied with Section 8.01(q); or (ii) modificationssuch Senior Notes do not have any scheduled principal amortization; (iii) such Senior Notes do not mature sooner than the date which is ninety-one (91) days after the Maturity Date; (iv) both before and immediately after giving effect to the incurrence of any such Debt, extensions no Default, Event of Default or renewals Borrowing Base Deficiency exists or would exist after giving effect to any concurrent repayment of Debt with the proceeds of such incurrence, if any; (v) such Senior Notes do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Obligations; (vi) such Senior Notes and any guarantees thereof are on terms, taken as a whole, not materially less favorable to the Borrower and its Subsidiaries as market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower; (vii) if such Senior Notes are senior subordinated Debt, such Senior Notes are expressly subordinate to the payment in full of all of the Debt or any part thereof at a different rate of interest whether or not in Obligations on terms and conditions reasonably satisfactory to the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes)Administrative Agent; (5viii) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, no Subsidiary is required to or for guarantee the benefit of Senior Notes unless such Subsidiary has guaranteed the owner of Obligations pursuant to the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security InstrumentGuaranty Agreement; and (7ix) payment the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f) and performance the Borrower shall make any prepayment required by Section 3.04(c)(iii); for purposes of all covenants clarification, any Senior Notes incurred under this Section 9.02(f) which is repaid may not be reborrowed under this Section 9.02(f); (g) Permitted Refinancing Debt and obligations hereunder and under any guarantees thereof, the Loan Documents, if any.proceeds of which shall be used concurrently with the incurrence thereof to refinance the outstanding Senior Notes permitted under

Debt. This Security Instrument and Other than the grantsPermitted Indebtedness, assignments and transfers made in Article I are given no Borrower or Operating Lessee shall create, incur or assume any of the following: (i) indebtedness for borrowed money or for the purpose deferred purchase price of securing property or services; (ii) indebtedness evidenced by a note, bond, debenture or similar instrument; (iii) any letter or letters of credit issued for the following, in such order account of priority as Mortgagee may determine in its sole discretion a Borrower or Operating Lessee to the extent there are unreimbursed amounts drawn thereunder; (the "Debt"): (1iv) all principal, interest and other amounts due under or indebtedness secured by the Loan Documentsa Lien on any property owned by any Borrower or Operating Lessee (whether or not such indebtedness has been assumed) except obligations for impositions which are not yet due and payable; (2v) the payment any obligation of all any Borrower or Operating Lessee directly or indirectly guaranteeing any indebtedness or other monies agreed or provided to be paid by Mortgagor obligation of any other Person in the Note or the other Loan Documentsany manner; (3vi) the any payment obligations of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security any Borrower or Operating Lessee under any interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee rate protection agreement (including, without limitation, any interest rate swaps, caps, floors, collars or similar agreements) and similar agreements (iexcept with respect to the Interest Rate Cap Agreement or any replacement thereof, which obligations (other than replacements) modifications of each Borrower or Operating Lessee represents have been satisfied in full by a one-time payment made on or prior to the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partlydate hereof); or (iivii) modifications, extensions any contractual indemnity obligations of any Borrower or renewals of Operating Lessee other than as set forth in (A) the Debt Property Management Agreements or (B) any part thereof at a different rate of interest whether or not other normal and customary agreements entered into in the case ordinary course of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anybusiness.

Debt. This Security Instrument Neither such Loan Party nor any of the Mexican Subsidiaries shall incur or maintain any Debt, other than: (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Guaranties permitted by Section 7.14; (d) Capital Leases of Equipment and purchase money Debt incurred to purchase Equipment; provided, that (i) Liens securing the same attach only to the Equipment acquired by the incurrence of such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $20,000,000 at any time; (e) subject to Section 7.38, Debt evidencing a refinancing, refunding, renewal or extension of the Debt described on Schedule 6.9; provided, that (i) the principal amount thereof is not increased (other than with respect to any reasonable fees and other costs of refinancing), (ii) the Liens, if any, securing such refinanced, refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refinanced, refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date (other than a Person that, with the prior written consent of the Administrative Agent and the grantsMajority Lenders, assignments became an obligor or guarantor of such Debt subsequent to the Closing Date) shall become an obligor or guarantor thereof and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2iv) the payment terms of such refinancing, refunding, renewal or extension, taken as a whole are no less favorable to the applicable Loan Party and to the Administrative Agent and the Lenders than the terms of the original Debt (other than with respect to (x) the rate of interest on such refinanced, refunded, renewed or extended Debt, provided such rate of interest is not in excess of the market rate at such time for such Debt and (y) premiums due and payable upon an optional redemption of such refinanced, refunded, renewed or extended Debt); (f) unsecured Debt of (i) the Parent or FMXI to Foamex, but solely to the extent expressly permitted under Section 7.12 and clause (o) of the defined term Restricted Investment, (ii) any wholly-owned Domestic Subsidiary of Foamex (other than a Borrower) to a Borrower or another wholly-owned Domestic Subsidiary of Foamex; provided, however, that the aggregate amount of such Debt owing by all such wholly-owned Domestic Subsidiaries of Foamex shall not exceed $500,000 at any time outstanding, (iii) Foamex Canada to Foamex; provided, however, that the aggregate amount of such Debt of Foamex Canada to Foamex shall not exceed $5,000,000 at any time outstanding, (iv) any Mexican Subsidiary to any other Mexican Subsidiary or to any wholly-owned Subsidiary of a Mexican Subsidiary, (v) any Mexican Subsidiary to Foamex, but solely to the extent expressly permitted by clause (o) of the defined term Restricted Investment, and (vi) Foamex to Foamex Canada in order to comply with Section 7.35; provided, that Foamex shall incur such Debt only to the extent that a Distribution made by Foamex Canada to Foamex in the amount of such Debt would result in negative tax consequences to Foamex or Foamex Canada; (g) unsecured Permitted Subordinated Debt; (h) Debt of Foamex and Foamex Capital in respect of the Senior Secured Notes up to an aggregate principal amount of $300,000,000; (i) [Intentionally Omitted]; (j) the Working Capital Obligations in an aggregate principal amount not to exceed the sum of (i) Revolving Loan Obligations (as defined in the Working Capital Agreement as in effect on the Closing Date) and Bank Product Obligations in addition to those permitted by clause (ii) below in an amount equal to the lesser of (A) $240,000,000 (as reduced from time to time as required hereby) and (B) 100% of the aggregate Borrowing Base of all other monies agreed or provided Borrowers and Foamex Canada; provided, that (x) for a period not to be paid by Mortgagor in the Note or the other Loan Documents; exceed three (3) consecutive Business Days the payment Revolving Loan Obligations may exceed 100% of the aggregate Borrowing Base of all sums advanced pursuant to this Security Instrument to protect Borrowers and preserve the Property Foamex Canada and the Lien and the security interest created hereby; (4y) the payment aggregate principal amount of all sums advanced Revolving Loan Obligations and costs and expenses incurred Bank Product Obligations permitted by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, this clause (i) modifications shall not at any time exceed 110% of the required principal payment dates or interest payment dates or bothaggregate Borrowing Base of all Borrowers and Foamex Canada, as the case may be, deferring or accelerating payment dates wholly or partly; or and (ii) modifications, extensions or renewals Bank Product Obligations (as defined in the Working Capital Agreement as in effect on the date hereof) in an aggregate amount not in excess of $10,000,000 outstanding at any time. (k) [Intentionally Omitted]; (l) Debt of the Mexican Subsidiaries owing to non-Affiliates thereof (other than to Scotiabank Inverlat S.A.) in an aggregate principal amount not to exceed $5,000,000 incurred since the Closing Date and at any time outstanding; provided, that any such Debt incurred by a Mexican Subsidiary to Scotiabank Inverlat S.A. shall be upon terms disclosed in reasonable detail to the Administrative Agent and no less favorable to such Mexican Subsidiary than would be obtained in a comparable arm's length transaction with a third party who is not an Affiliate; and provided further that to the extent any Mexican Subsidiary incurs any such Debt after the Closing Date and the assets of or equity in such Mexican Subsidiary is subsequently disposed of, upon the consummation of such disposition, the amount of such Debt outstanding immediately prior to such disposition (and not repaid in anticipation of such disposition) shall reduce on a dollar-for-dollar basis the amount set forth in sub-clause (x) of the proviso to Section 3.3(d)(iii); and (m) Debt of any part thereof at a different rate Mexican Subsidiary in respect of interest whether or not Hedge Agreements entered into by such Mexican Subsidiary in the case ordinary course of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or business for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anynon-speculative purposes.

Debt. This Security Instrument and the grantsCreate, assignments and transfers made in Article I are given for the purpose incur, assume or suffer to exist, or permit any of securing the followingits Subsidiaries to create, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principalincur, interest and other amounts due under assume or secured by the Loan Documents; (2) the payment of all other monies agreed or provided suffer to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereofexist, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, Debt other than: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of the Borrower, (A) Debt owed to its Subsidiaries; so long as at the time of incurrence of such Debt, foreclosure proceedings shall not have been commenced with respect to any stock or assets of such Subsidiaries, (B) Debt in respect of Hedge Agreements not entered into for speculative purposes and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, and (C) Debt in respect of guarantees by the Borrower of the Obligations of Foreign Subsidiaries under bank overdraft facilities permitted under Section 5.02(b)(iii)(I) (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a note, wholly owned Subsidiary of the modification, extension or renewal is evidenced by a new or additional promissory note or notesBorrower to the extent permitted under Section 5.02(f); and (5iii) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for in the benefit case of the owner Borrower and any of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; Subsidiaries, (6A) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (C) Capitalized Leases in an aggregate amount, if anycalculated in accordance with GAAP, not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be 107 101 changed, as a result of or in connection with such extension, refunding or refinancing, (E) Subordinated Debt under the Subordinated Notes Indentures, (F) Debt of any Person that becomes a Subsidiary of the Borrower after the First Closing Date in accordance with the terms of Section 5.02(f) that is existing at the time such Person becomes a Subsidiary of the Borrower, (G) Debt in an aggregate principal amount not to exceed $5,000,000 outstanding at any time and consisting of letters of credit (other than Letters of Credit issued hereunder) and reimbursement obligations in respect thereof, (H) other Debt in an aggregate amount not to exceed $5,000,000 at any time outstanding, (I) in the case of Foreign Subsidiaries, Debt under bank overdraft facilities in an aggregate amount not to exceed $10,000,000 at any time outstanding; and (J) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

Debt. This Security Instrument Holdings and the grantsBorrower shall not, assignments and transfers made in Article I are given for shall not permit any of its Restricted Subsidiaries to, incur or maintain any Debt, other than the purpose following Debt (collectively, “Permitted Debt”): Documents; (a) Debt of securing the following, in such order Holdings and any of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due Restricted Subsidiaries under or secured by the Loan Documents; ; (2b) (i) Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt thereof and (ii) any intercompany Debt outstanding on the payment Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of all other monies agreed any Equipment (as defined in Article 9 of the UCC) held for sale or provided to be paid by Mortgagor in the Note lease or the other Loan Documents; any fixed or capital assets (3) the payment of all sums advanced whether pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt a loan, a Capital Lease or any part thereofotherwise), any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of any Debt evidenced by the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or Enterprise Master Lease Agreement and (ii) modificationsany Refinancing Debt incurred to Refinance such Debt; provided that, extensions or renewals at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Restricted Subsidiaries , shall not, when taken together with the aggregate principal amount of Debt permitted under this Section 8.12, that is secured by Liens incurred under clause (pp) of the definition of “Permitted Liens,” exceed the greater of (A) $75,000,000 and (B) 3.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or any part thereof at Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to another Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a different rate Borrower or Restricted Subsidiary of interest whether or not Holdings in the case ordinary course of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, business and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or not for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if any.speculative purposes;

Debt. This Security Instrument No Loan Party shall incur or maintain any Debt, other than: (a) the Obligations; (b) the Debt described on Schedule 6.8; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment; provided that (i) the grantsLiens securing such Capital Leases and purchase money secured Debt shall attach only to the Equipment acquired by the incurrence of such Capital Leases and purchase money secured Debt and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $25,000,000 at any time; (d) Debt evidencing a refunding, assignments and transfers made renewal, or extension of the Debt described on Schedule 6.8; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed, or extended Debt do not attach to any assets in Article I are given for the purpose of addition to those assets, if any, securing the followingDebt to be refunded, renewed, or extended, and (iii) the terms of such refunding, renewal, or extension are, in the Agent's reasonable discretion, no less favorable to such order Loan Party, the Agent, or the Lenders than the original Debt; (e) Debt owing by a Loan Party to another Loan Party for intercompany loans and advances made for working capital in the ordinary course of priority as Mortgagee may determine business; (f) Subordinated Debt in its sole discretion aggregate principal amount not in excess of $150,000,000 outstanding at any time; (g) Debt represented by letters of credit issued in any currency other than Dollars which the "Debt"): Letter of Credit Issuer was unable or unwilling to issue according to the terms hereof to the extent backed by Dollar denominated Letters of Credit issued hereunder; (1h) all principalGuaranties of Debt which are permitted under Section 7.12; and (i) Debt owing by a Loan Party to any other Subsidiary of the Parent which is not a Loan Party, interest Debt assumed by a Loan Party or a Subsidiary of a Loan Party (or Debt secured prior to any such acquisition by a Lien on any property acquired in connection with such acquisition) in connection with a Permitted Acquisition, and other amounts due under or secured by the Loan Documents; (2) the payment unsecured Debt, all of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced such Debt permitted pursuant to this Security Instrument clause (i) in an aggregate principal amount, without duplication, not to protect exceed at any time outstanding $20,000,000. Notwithstanding the foregoing, (y) on or before the earlier of expiration of any waiver period set forth in the waiver executed and preserve delivered by the Property and holders of the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee Prudential Notes in connection with the Debt Intercreditor Agreement or any part thereofthirty (30) days after the Closing Date, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection Parent shall either (1) enter into an amendment of the security thereforPrudential Notes reasonably satisfactory to the Agent and Fleet Retail Finance, whether made or incurred at Inc. which, in addition to other amendments which meet the request requirements of Mortgagor or Mortgagee clause (includingd) preceding, without limitation, (i) modifications of provides for Liens to be granted to the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or Agent for the benefit of the owner holders of the PropertyPrudential Notes, when evidenced by a promissory note for the Prudential Notes to become due and payable at any time that the Availability is less than $50,000,000 or the Borrowing Base excluding the deduction of the Reserve established with respect to the Prudential Notes is less than $200,000,000, and among other instrument whichthings adds to the Prudential Notes covenants, by its termsevents of default, is secured hereby; and other provisions substantially similar to, but not more restrictive than, the analogous provisions contained herein or (62) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; prepay in full the Prudential Notes and (7z) payment notwithstanding anything in this Agreement to the contrary (including the provisions of Section 7.14), the Agent may, and performance of all covenants and obligations hereunder and shall if instructed by the Majority Lenders, prepay the Prudential Notes in full at any time that they, individually or collectively, deem it appropriate or necessary for any reason, without regard to any obligation that might otherwise exist under any applicable Sharing Notice (as defined in the Loan Documents, if anyIntercreditor Agreement).

Debt. This Security Instrument Create, incur, assume, permit, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Debt, except: (a) the Obligations and any other Debt evidenced by this Agreement and the grantsother Loan Documents; (b) Capitalized Lease Obligations incurred in the ordinary course of business, assignments in an aggregate outstanding amount not in excess of $250,000 at any one time; (c) Contingent Obligations resulting from the endorsement of instruments for collection in the ordinary course of business; (d) Permitted Acquired Indebtedness; (e) Debt in respect of Earnout Arrangements and transfers Seller Notes incurred in connection with a Permitted Acquisition; (f) Debt consisting of loans or advances from time to time made by Borrower to JMP Securities in an aggregate outstanding amount at any one time not to exceed $15,000,000; (g) Debt incurred by JMP Securities and owed to Agent consisting of loans or advances from time to time made in Article I connection with underwriting advances or lines of credit that are given subject to the applicable FINRA form, that are advanced to JMP Securities to permit it to meet its net capital requirements under applicable FINRA rules or under SEC Rule 15c3-1, so long as (y) no Event of Default or Unmatured Event of Default has occurred and is continuing at the time that such Debt is proposed to be incurred or would result therefrom and (z) no more than $15,000,000 of such loans is funded from the direct or indirect proceeds of a Borrowing under this Agreement; (h) Debt of the CLO Entity; (i) Advances by Borrower or any of its Subsidiaries to Borrower, any Subsidiary, any Affiliate or an Excluded Fund for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest funding overhead and other amounts due under or secured by the Loan Documents; operating expenses, so long as (2x) the payment aggregate amount of all other monies agreed such advances made by a Loan Party during any fiscal year of Borrower does not exceed $1,000,000 and (y) no Event of Default or provided Unmatured Event of Default has occurred and is continuing at the time that such Debt is proposed to be paid incurred or would result therefrom; (j) Intercompany Debt advanced by Mortgagor an Obligor to a domestic Obligor, so long as such domestic Obligor is party to the Intercompany Subordination Agreement; (k) Guarantees by Borrower of any Debt of a Guarantor otherwise permitted hereunder and guarantees by any Guarantor of any Debt of Borrower or another Guarantor otherwise permitted hereby (in each case, other than Permitted Acquired Indebtedness); (l) Reimbursement obligations in respect of letters of credit issued after the Note or Final Revolving Commitment Termination Date, to the other Loan Documents; extent that CNB elects not to issue such letters of credit under this Agreement (3) the payment it being understood that if CNB does not notify Borrower that it has elected to issue such letters of all sums advanced pursuant to credit under this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; Agreement within four (4) Business Days after the payment date when CNB receives a written request therefor from Borrower, CNB shall be deemed to have elected not to issue the requested letter of all sums advanced and costs and expenses credit); (m) any Refinancing Debt in respect of any Debt identified on the Disclosure Statement with respect to this Section 6.1, or Debt described above in clauses (b), (d) or (l); and (n) Debt incurred by Mortgagee JMPCC and payable to JMPG in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection an aggregate principal amount of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if any$10,000,000.

Debt. This Security Instrument Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Debt except: (a) the Obligation; (b) intercompany Debt among Borrowers, incurred in the ordinary course of business; (c) Debt owing by SHS to the Company or another Borrower in an aggregate principal amount not to exceed the sum of (i) the principal balance of such Debt as of the Closing Date and (ii) $1,500,000; (d) Debt incurred after the grants, assignments and transfers made Closing Date in Article I are given for the purpose of securing the followingconnection with Capital Leases or purchases secured by purchase money Liens, in such order both cases together not to exceed $5,000,000 in outstanding principal amount in the aggregate; (e) Debt under the Senior Loan Documents, but only to the extent permitted under the terms of priority the Intercreditor Agreement; (f) Debt existing on the Closing Date and identified on Schedule 11.1; (g) Debt incurred in connection with refinancing of those certain mortgages existing on the date hereof that encumber certain real property owned by the Borrowers on the date hereof, as Mortgagee may determine set forth in its sole discretion (Schedule 11.1, which Debt shall not exceed the "Debt"): (1) all principal, interest and other amounts due under or principal balance secured by such mortgages on the Loan DocumentsClosing Date; (2h) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses Debt incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or Sumitomo Transaction and the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, SunTrust Transaction; and (i) modifications unsecured Indebtedness not to exceed $2,000,000 in outstanding principal amount in the aggregate. No Borrower will, and will not permit any of its Subsidiaries to, incur any Liabilities except Debt permitted herein and trade payables and normal accruals in the required principal payment dates ordinary course of business not yet due and payable or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt with respect to which any Borrower or any part of its Subsidiaries is contesting in good faith the amount or validity thereof at a different rate by appropriate proceedings and then only to the extent that such Borrower or any of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee Subsidiaries has established adequate reserves therefor under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyGAAP.

Debt. This Security Instrument (a) AES shall not, and shall not permit any Subsidiary of AES to, incur, assume, create or suffer to exist any Debt (including any Guarantees of Debt, surety bonds and obligations in respect of letters of credit), except for: (i) Debt under the grants, assignments and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion Financing Documents (the "Debt"): subject to Section 5.14); (ii) Debt incurred by a Subsidiary (A) (1) all principalto finance the development, acquisition, construction, operation, maintenance or working capital requirements of a Power Project or any unrelated business operated or managed (including on a joint basis with others), directly or indirectly, by AES and in which such Subsidiary has a direct or indirect interest and other amounts due under or secured by the Loan Documents; (2) the payment in respect of any letter of credit issued in replacement of funds on deposit in any debt service reserve or other similar account of a Power Project in which such Subsidiary has a direct or indirect interest (up to a maximum aggregate stated amount of all such letters of credit of all Subsidiaries equal to $100,000,000) to the extent that such funds so replaced are received by AES as a result of such funds being used to pay dividends or make distributions on the capital stock of such Subsidiary and any other monies agreed or provided to be paid by Mortgagor Subsidiary in the Note chain of ownership between AES and such Subsidiary and (B) that is not also the Debt of, or Guaranteed by, any other Subsidiary with an interest in any other Power Project or unrelated business (except for Debt incurred or assumed by Subsidiaries of AES (other than Specified Subsidiaries) which, at the time such Debt was incurred or assumed, in the aggregate, represent less than 50% of the Parent Operating Cash Flow (other Loan Documentsthan Parent Operating Cash Flow attributable to Specified Subsidiaries) for the immediately preceding four fiscal quarters); (iii) Debt existing on the date hereof; (iv) Debt owing to AES or a Consolidated Subsidiary of AES; (v) Debt of AES or its Subsidiaries representing a refinancing, replacement or refunding of Debt permitted by clauses (ii) and (iii) above; provided that (3A) the payment aggregate principal amount of all sums advanced pursuant to this Security Instrument to protect and preserve such Debt outstanding or available will not be increased at the Property and time of such refinancing, replacement or refunding (other than (1) in the Lien and the security interest created hereby; case of Debt (4"Hawaii Refinancing Debt") the payment refinancing, replacing or refunding Debt of all sums advanced and costs and expenses incurred by Mortgagee in connection with the AES Hawaii, Inc. outstanding on May 15, 1997 ("Replaced Hawaii Debt") (so long as such Hawaii Refinancing Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereofhas no scheduled principal repayments, or principal payments at the acquisition or perfection option of the security thereforholder thereof in the absence of the occurrence of specified events, whether made in any such case in excess of those required under the Required Hawaii Debt, prior to June 1, 2004) an increase of up to $300,000,000 in excess of the aggregate principal amount of Debt that is being refinanced, replaced or incurred refunded to the extent that proceeds in at least the request amount of Mortgagor such increase are received by AES as a result of such proceeds being used to pay dividends or Mortgagee make distributions on the capital stock of such Subsidiary and any other Subsidiary in the chain of ownership between AES and such Subsidiary, (2) in the case of Debt refinancing, replacing or refunding Debt of the corporations or other entities that hold AES's interest in the Tiszai II and Tiszaipalkonya Power Projects (including, without limitation, (iDebt of a Subsidiary of AES that does not have a direct or indirect interest in any other Power Project, the proceeds of which are used to refinance such Debt of such corporations or other entities and to pay dividends to AES) modifications outstanding on October 21, 1997, an increase of up to $85,000,000 in excess of the required aggregate principal payment dates amount of Debt that is being refinanced, replaced or interest payment dates refunded to the extent that proceeds of at least $45,000,000 are received by AES as a result of such proceeds being used to pay dividends or both, as make distributions on the case may be, deferring or accelerating payment dates wholly or partly; or capital stock of such Subsidiary and any other Subsidiary in the chain of ownership between AES and such Subsidiary and (ii3) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of Debt refinancing, replacing or refunding Debt of Dominican Power Partners, LDC ("DPP") outstanding on October 21, 1997 (including, without limitation, Debt of AES Los Mina Finance Company the proceeds of which are used to refinance such Debt of DPP and to pay dividends to AES), an increase of up to $100,000,000 in excess of the aggregate principal amount of Debt that is being refinanced, replaced or refunded to the extent that proceeds of at least $80,000,000 are received by AES as a noteresult of such proceeds being used to pay dividends or make distributions on the capital stock of such Subsidiary and any other Subsidiary in the chain of ownership between AES and such Subsidiary), (B) no obligor shall be liable for any such Debt except to the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or extent that it was liable for the benefit Debt so refinanced, replaced or refunded (except that (I) AES Los Mina Finance Company may incur Debt the proceeds of which are used to refinance Debt of DPP and pay dividends to AES, (II) a Subsidiary of AES that does not have a direct or indirect interest in any other Power Project may incur Debt the proceeds of which are used to refinance Debt of the owner of the Property, when evidenced by a promissory note corporations or other instrument whichentities that hold AES's interest in the Tiszai II and Tiszaipalkonya Power Projects and pay dividends to AES, by its terms(III) a Subsidiary of AES that does not have a direct or indirect interest in any Power Project other than AES Sul Distribudora Gaucha de Energia S.A. ("AES Sul") may incur Debt the proceeds of which are used to refinance Debt of AES Sul and (IV) a Subsidiary of AES (the "Refinancing Subsidiary") that has a direct or indirect interest in a Power Project may incur Debt the proceeds of which are used to refinance Debt of another Subsidiary of AES (the "Refinanced Subsidiary") that has a direct or indirect interest in such Power Project, provided that the Refinancing Subsidiary has no direct or indirect interest in any Power Project other than Power Projects in which the Refinanced Subsidiary has a direct or indirect interest.) and (C) if any Debt being refinanced, replaced or refunded is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing subordinated to the Debt of any kind Borrower hereunder or of Mortgagor any Subsidiary under any Guarantee thereof, such Debt shall be subordinated at least to Mortgagee under documents which recite that they are intended the same extent; (vi) Guarantees by AES of (x) Debt permitted by clause (ii)(A)(1) above, (y) Debt permitted by clause (ii)(A)(2) above in respect of letters of credit issued in replacement of debt service reserve or other similar accounts related to be secured by this Security Instrument; the AES Hawaii (formerly known as Barbers Point), Shady Point or Thames Power Projects and (7z) payment and performance to the extent that the same constitutes a refinancing of all covenants and obligations hereunder and Debt referred to in subclause (x) or (y) above, Debt permitted under the Loan Documents, if any.clause (v) above;

Debt. This Security Instrument Shall not create or permit to exist any Debt, including any guaranties or other contingent obligations, except the following (“Permitted Debt”): (a) The Obligations; (b) Endorsement of Items for collection in the ordinary course of business; (c) Debts which are payable to suppliers and other trade creditors and were incurred in the grantsordinary course of business, assignments on ordinary and transfers made in Article I are given customary trade terms; (d) Purchase money Debt (which, for the purpose avoidance of securing doubt, shall not include accounts payable) incurred to purchase Equipment; provided that the following, in amount of such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or shall not at any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, time (i) modifications exceed the purchase price of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; Equipment purchased or (ii) modificationsexceed in aggregate principal amount at any time outstanding for Borrower and its Subsidiaries $250,000; (e) Subordinated Debt in an aggregate principal amount at any time outstanding for Borrower and its Subsidiaries not to exceed $250,000; (f) Debt listed in Schedule 7.1, extensions or renewals attached hereto and made a part hereof, to the extent such Debt exists as of the Closing Date and is not otherwise permitted by this Section 7.1, together with any Debt incurred in any refinancing or any part renewal thereof at (each, a different “Refinancing”), so long as the principal amount of such Refinancing is not greater than the existing principal amount of such Debt, the effective, all-in rate of interest whether rate to such Refinancing (including any applicable margin or spread thereto) is no greater than the effective, all-in rate of interest applicable to such Debt, the principal amount of such Refinancing does not amortize more quickly than the amortization applicable to such Debt, the maturity date of such Refinancing is no sooner than 180 days after the date specified in clause (a) of the definition of “Revolving Loan Termination Date,” and the covenants, representations, warranties, and events of default related to such Refinancing are no more rigorous or onerous as to the Credit Party thereto than those existing in connection with such Debt; (g) Debt of any Subsidiary to Borrower or another Subsidiary; (h) Any Debt incurred under any Hedge Agreements entered into in the case ordinary course of business and not for speculative purposes with a notecounterparty reasonably acceptable to Lender; (i) Permitted Seller Debt; or (j) Any Debt secured by a Lien of the type described in Subsection 7.2(i) or (j), the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit principal amount of the owner of the Property, when evidenced by a promissory note or other instrument which, by its termstogether with the principal amount of Debt permitted pursuant to Section 7.1(d), is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyshall not exceed $250,000.

Debt. This Security Instrument and the grants, assignments and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion The Borrower shall not nor shall it permit any Subsidiary to incur or maintain any Debt other than: (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2a) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; Obligations; (3b) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; Debt described on Schedule 6.8 attached hereto; (4c) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or representing any part thereof, any renewal, extension, modification, consolidation, change, substitution renewal or restatement or any part thereof, or the acquisition or perfection refinancing of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, Debt described on Schedule 6.8 attached hereto that (i) modifications does not increase the principal amount thereof or shorten the maturity or other date of repayment thereof (except to the required principal payment dates extent such shortened maturity date or interest payment dates date of other repayment occurs after the Stated Termination Date) from that existing immediately prior to such extension, renewal or both, as the case may be, deferring or accelerating payment dates wholly or partlyrefinancing; or (ii) modificationsdoes not result in an interest rate which is greater than the market rate generally available to companies similarly situated to the Borrower for similar transactions or (iii) does not change in any material respect any terms of subordination with respect to the Obligations; provided, extensions or renewals none of the instruments and agreements evidencing or governing such Debt (including extensions, renewals and refinancings thereof) shall be amended, modified or supplemented after the Closing Date (nor shall any part thereof at new or other documents be entered into which are effective) to change any terms of repayment, restrictions against incurring Liens or Debt, or rights of put or exchange, or mandatory prepayment reduction in commitment or addition of or adverse change in any borrowing base with respect to such Debt from such terms and rights as in effect on the Closing Date, except as would not be materially adverse to the interests of the Agent and the Lenders in any material respect; (d) Debt incurred as a different rate result of interest whether the endorsement of negotiable instruments for deposit or not collection or similar transactions in the case ordinary course of a notebusiness; (e) Debt incurred exclusively to finance machinery, equipment and other fixed assets purchased after the modificationdate hereof; provided that if such Debt is secured, extension or renewal it is evidenced secured solely by a new Lien permitted in accordance with Sections 7.15(c) hereof; (f) Debt incurred after the date hereof the proceeds of which are used solely to make Refinancing Payments, provided that no Default nor Event of Default exists at the time such Debt is incurred or additional promissory note or notes); (5) all principal, interestwould result from the incurrence of such Debt, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its termssuch Debt (i) if secured, is secured hereby; solely by a Lien permitted in accordance with Sections 7.15(d) hereof, (6ii) all other indebtednessshall not exceed an aggregate principal amount equal to the difference of (A) $308,500,000 less (B) the aggregate principal amount of Net Proceeds of Dispositions permitted under Section 7.8(a)(iv), obligations (iii) may not be reborrowed after repayment, (iv) may not contain affirmative and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all negative covenants and obligations hereunder and under events of default that are more restrictive in any material respect than those contained in the Loan Documents, and (v) shall not have a maturity date or other date for principal payment or mandatory prepayment sooner than the first Business Day following the Stated Termination Date; (g) if anypermitted under Section 7.10 hereof, Debt of any Subsidiary owing to the Borrower or a Subsidiary and Debt of the Borrower owing to a Subsidiary; (h) additional Debt of the Borrower and its Subsidiaries, including Debt (other than Obligations hereunder) incurred or assumed in connection with Permitted Acquisitions, provided that (i) such Debt may not be reborrowed after repayment, (ii) any financial covenants and events of default contained in the documents evidencing such additional Debt are not more restrictive in any material respect than those contained in the Loan Documents, (iii) neither a Default nor Event of Default exists at the time such additional Debt is incurred or would result from the incurrence of such additional Debt, (iv) at the time of the most recent Tested Debt Incurrence, the Borrower's Fixed Charge Coverage Ratio was at least 1.00 to 1.00 for the Twelve-Month Period ending as of the most recently ended fiscal quarter, and (v) in the event such additional Debt matures or requires any principal payment, including pursuant to mandatory prepayment or redemption, on or prior to the Stated Termination Date, the aggregate amount outstanding of such additional Debt which is due (either at maturity or as a principal payment) prior to the Stated Termination Date shall not at any time exceed $100,000,000; and (i) Any Guaranty of Debt of the Borrower or any Guarantor which is permitted to be incurred pursuant to this Section 7.11. Notwithstanding the foregoing, the Borrower shall not, and shall not permit any Subsidiary to, incur after the Closing Date any Debt secured by a Lien to the extent the incurrence of such Debt would not have been permitted under Section 10.16 of the Note Indentures if incurred on the Closing Date.

Debt. This Security Instrument and Neither the grantsBorrower nor any of its Subsidiaries shall, assignments and transfers made in Article I are given either directly or indirectly, create, assume, incur or have outstanding any Debt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for the purpose any debt or obligation of securing the followingany other Person, in such order of priority as Mortgagee may determine in its sole discretion except: (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2a) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or Obligations under this Agreement and the other Loan Documents; ; (3b) obligations for Taxes, assessments, municipal or other governmental charges; (c) obligations for accounts payable, other than for money borrowed, incurred in the payment ordinary course of business; (d) Debt of the Borrower to any Subsidiary Guarantor or of any Subsidiary Guarantor to Borrower; (e) Subordinated Debt; (f) Hedging Obligations incurred in favor of the Bank or an Affiliate thereof for bona fide hedging purposes and not for speculation; (g) Capitalized Lease Obligations, provided that the aggregate amount of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection such Debt outstanding at any time, combined with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection obligations of the security thereforBorrower and its Subsidiaries for Operating Lease Expenses at such time, whether made or shall not exceed Five Million and 00/100 Dollars ($5,000,000.00) in the aggregate; (h) Debt for Capital Expenditures incurred at after the request date of Mortgagor or Mortgagee this Agreement not to exceed Twenty-Three Million and 00/100 Dollars (including, without limitation, $23,000,000.00) in the aggregate in any one fiscal year; (i) modifications provided such Debt is indefeasibly paid and terminated on or before the date that is twenty (20) Business Days after the Closing Date, the "Revolving Loans" and the "Letter of Credit Borrowings" as such terms are defined in the required principal payment dates AmSouth Bank Credit Agreement; and (j) Debt described on Schedule 9.1(i) and any extension, renewal or interest payment dates or both, refinancing thereof so long as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part principal amount thereof at a different rate of interest whether or is not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyincreased.

Debt. This Security Instrument and the grantsNeither such Loan Party nor any of its Subsidiaries shall incur or maintain any Debt, assignments and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion other than: (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2a) the payment Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of all other monies agreed or Fixed Assets and purchase money secured Debt incurred to purchase Fixed Assets provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, that (i) modifications Liens securing the same attach only to the Fixed Assets acquired by the incurrence of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or such Debt and (ii) modificationsthe aggregate amount of such Debt (including Capital Leases) of all Loan Parties outstanding does not exceed $10,000,000 at any time; (x) Xxxx xxxxxxxxx xxxxx xxxxxxx (x), extensions (x) and (k) of the definition of Restricted Investments; (e) Debt evidencing a refunding, renewal or renewals extension of the Debt or any part described on Schedule 6.9; provided that (i) the principal amount thereof at a different rate of interest whether or is not in increased, (ii) the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan DocumentsLiens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are no less favorable to such Loan Party, the Agent or the Lenders than the original Debt; (f) Debt under the Term Loan Agreement in an aggregate principal amount outstanding at any time not to exceed $250,000,000 less all payments and prepayments of principal made on such Debt and the refinancing thereof (the Debt under such refinancing, the "Refinancing Term Loan Debt" and the agreements evidencing or governing the Refinancing Term Loan Debt, collectively, the "Refinancing Term Loan Debt Agreement"); provided that such refinancing shall be permitted only so long as (i) all, and not a portion of, the Debt owing under the Term Loan Agreement is refinanced and the principal amount of such refinancing is not greater than the principal amount of Debt being refinanced (unless otherwise agreed to by the Agent and the Required Lenders), (ii) the Liens, if any, securing such refinancing do not attach to any assets in addition to those assets securing the Debt under the Term Loan Agreement and those Liens shall be junior and subordinate to the Agent's Liens and be subject to the terms and conditions of an intercreditor agreement between the Agent and the holders of the Refinancing Term Loan Debt (or an agent or trustee therefor) substantially identical to the Intercreditor Agreement or otherwise satisfactory to the Agent and the Required Lenders, (iii) no Person that is not an obligor or guarantor of such Debt under the Term Loan Agreement immediately prior to the refinancing shall become an obligor or guarantor of the Refinancing Term Loan Debt, (iv) the terms under the Refinancing Term Loan Debt Agreement, taken as a whole, are no less favorable in all material respects to the Loan Parties, the Agent and the Lenders than the terms under the Term Loan Agreement (provided, however, that the interest rate may be at a market rate), (v) no principal payments of such refinancing shall be due and payable on or prior to the Stated Termination Date, (vi) no Default or Event of Default shall exist either immediately prior to or after giving effect to such refinancing and (vii) the Fixed Charge Coverage Ratio (calculated without giving effect to clause (F) of the definition of Fixed Charges) shall be greater than 1.10:1.00 for the twelve consecutive fiscal month period ended on the last day of the fiscal month most recently ended prior to such refinancing for which the Agent has received Financial Statements under Section 5.2(c) on a pro forma basis after giving effect to such refinancing (as if such refinancing were consummated on the first day of such twelve consecutive fiscal month period) (and the Parent has delivered to the Agent a certificate signed by a Responsible Officer of the Parent demonstrating compliance with such ratio test and setting forth in reasonable detail the relevant calculations); (g) Debt of Non-Loan Parties not to exceed $20,000,000 ($30,000,000 after the second Anniversary Date) in the aggregate outstanding at any time; (h) Debt under clause (b) of such defined term secured by Permitted Liens that does not constitute any of the following: indebtedness for borrowed money, indebtedness under or with respect to Capital Leases or conditional sales or other title retention agreements, the deferred purchase price of property or indebtedness under or with respect to Guaranties or synthetic leases; and (i) Guaranties permitted by Section 7.14.

Debt. This Security Instrument No Restricted Company shall, directly or indirectly, create, incur, or suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, other than: (a) The Obligation; (b) Existing Debt; (c) Debt incurred by any Restricted Company under the 364-Day Facility; (d) Debt incurred by any Restricted Company under any Financial Hedge with any Lender or an Affiliate of any Lender; (e) Debt between Restricted Companies, so long as any such inter-company Debt owed by Borrower to any other Restricted Company is unsecured; or Debt of any Restricted Company to the Receivables Subsidiary; and (f) Debt of any Restricted Company not otherwise permitted by this SECTION 7.12, so long as (i) no Default or Potential Default exists on the date any such Debt is created, incurred, or assumed or arises after giving effect to such Debt incurrence; and (ii) if such Debt is secured, on the grantsdate any such secured Debt is created, assignments and transfers made in Article I are given for incurred, or assumed, the purpose principal amount of securing such secured Debt when aggregated with the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment principal amount of all other monies agreed or provided secured Debt of the Restricted Companies incurred in accordance Notwithstanding anything in this SECTION 7.12 to be paid by Mortgagor in the Note or contrary, the other Loan Documents; (3) the payment aggregate principal amount of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security thereforRestricted Subsidiaries may not exceed, whether made or incurred at on any date of determination, the request sum of Mortgagor or Mortgagee (including, without limitation, (i) modifications 10% of the required principal payment dates or interest payment dates or bothbook value of the consolidated assets of the Restricted Companies, determined as of the case may bedate of the most-recently delivered consolidated Financial Statements of Borrower and the related Compliance Certificate, deferring or accelerating payment dates wholly or partly; or plus (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance principal amount of all covenants Existing Debt of MCI and obligations hereunder its Subsidiaries on and under after the Loan Documents, if anyMCI Merger Date.

Debt. This Security Instrument The Parent and the grantsBorrower will not, assignments and transfers made in Article I are given will not permit any of the other Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note Loans or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and Indebtedness arising under the Loan Documents; (b) Debt of the Parent and its Restricted Subsidiaries (i) existing on the date hereof that is reflected on Schedule 9.02 and (ii) permitted to be incurred during an Investment Grade Period existing during any subsequent Borrowing Base Period to the extent the aggregate such Debt exceeds the amount permitted to be incurred under each of Section 9.02(c) and Section 9.02(i); (c) Debt under Finance Leases or that constitutes Purchase Money Debt; provided that the Debt permitted by this clause (c) shall not exceed, if anyat the time any such Debt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(c), an aggregate principal amount equal to the greater of (i) $125,000,000 and (ii) (x) during a Borrowing Base Period, five percent (5%) of the Borrowing Base in effect at such time or (y) during an Investment Grade Period, two percent (2%) of Consolidated Net Tangible Assets as of the last day of the then most recently ended Rolling Period for which financial statements are available; (d) intercompany Debt between the Parent and any Restricted Subsidiary or between Restricted Subsidiaries, provided that such Debt is subordinated to the Indebtedness as and to the extent provided in the Guaranty Agreement; (e) Debt constituting a guaranty by the Parent or by a Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02; (f) Debt under the Permitted Senior Unsecured Notes and guarantees thereof by any Credit Party; provided that after giving effect to the issuance thereof after the Effective Date, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof: (i) the Parent shall be in pro forma compliance with Section 9.01 as of the most recently ended fiscal quarter for which financial statements have been or are required to be delivered pursuant to Section 8.01(a) or Section 8.01(b) and (ii) no Event of Default or Borrowing Base Deficiency shall exist; (g) Debt arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each case entered into in connection with Investments in or Transfers of any business, assets or stock permitted hereunder; (h) Debt of the Borrower or any Restricted Subsidiary consisting of obligations to pay insurance premiums incurred in the ordinary course of business; (i) other Funded Debt; provided that the Funded Debt permitted by this clause (i) shall not exceed, at the time any such Funded Debt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(i), an aggregate principal amount equal to the greater of (i) $125,000,000 and (ii) (x) during a Borrowing Base Period, five percent (5%) of the Borrowing Base in effect at such time or (y) during an Investment Grade Period, two percent (2%) of Consolidated Net Tangible Assets as of the last day of the then most recently ended Rolling Period for which financial statements are available; (j) Permitted Junior Lien Debt; provided that (i) the amount of Permitted Junior Lien Debt that is secured by second priority Liens permitted by this clause (j) shall not exceed an aggregate principal amount equal to $350,000,000, (ii) such Permitted Junior Lien Debt (other than Permitted Refinancing Debt in respect of any such Permitted Junior Lien Debt) shall be issued solely in exchange for, or the net proceeds thereof shall be used solely to Redeem, Debt under the Permitted Senior Unsecured Notes in a single transaction or series of substantially contemporaneous related transactions and (iii) for the avoidance of doubt, no Permitted Junior Lien Debt may be issued or incurred during an Investment Grade Period; (k) Permitted Refinancing Debt in respect of Permitted Senior Unsecured Notes, Permitted Junior Lien Debt and Debt permitted under Section 9.02(b); and (l) Debt not permitted by the foregoing clauses (a) through (k) which is approved in writing by the Majority Lenders.

Debt. This Security Instrument Create, incur or assume, or permit any of its Subsidiaries to create, incur or assume, or Parent will not create, incur or assume, any Debt other than: (i) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice; (ii) Obligations under Capitalized Leases so long as the grantsaggregate principal amount of such Obligations shall not exceed the aggregate principal amount of Capitalized Leases outstanding on the Effective Date plus $15,000,000 at any time outstanding; (iii) Debt secured by Liens permitted by Section 5.02(a)(v) and clause (b) of the definition of "Permitted Liens" and Debt (other than subordinated Debt incurred pursuant to Section 5.02(b)(vi)) assumed or acquired in connection with a Permitted Acquisition as permitted under this Agreement, assignments and transfers made so long as the aggregate principal amount of all such Debt shall not exceed $25,000,000 at any time outstanding; (iv) Debt of the Borrower pursuant to the Senior Subordinated Notes in Article I are given for an aggregate principal amount not to exceed $75,000,000; (v) Debt under the purpose Loan Documents; (vi) unsecured subordinated Debt of securing the following, in such order of priority as Mortgagee may determine in its sole discretion Borrower (the "DebtNew Subordinated Notes"): ) so long as (1) all principalthe aggregate outstanding principal amount thereof does not exceed $25,000,000, interest and other amounts due under or secured by the Loan Documents; (2) at least twenty (20) Business Days prior to the payment issuance thereof, the Borrower shall have delivered to each of all other monies agreed or provided the Lenders substantially final drafts of the documents pursuant to which the New Subordinated Notes are to be paid by Mortgagor in issued and with any changes thereto made after the Note or initial delivery of such documents to be delivered to the other Loan Documents; Agent and with any significant changes thereto made after such initial delivery to be delivered to each of the Lenders at least five (5) Business Days prior to the issuance of such New Subordinated Notes, (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve final maturity date thereof is at least one year beyond the Property and the Lien and the security interest created hereby; Final Maturity Date, (4) there are no required amortization, mandatory redemption or sinking fund provisions prior to the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection one-year anniversary of the security thereforFinal Maturity Date, whether made or incurred at the request of Mortgagor or Mortgagee (5) all other terms and conditions thereof (excluding interest rates but including, without limitation, covenants, defaults, remedies and subordination provisions) are no less favorable to the Agent than the Senior Subordinated Notes, and the Required Lenders have not informed the Borrower in writing prior to the end of such twenty (i20) modifications Business Days that the terms of the New Subordinated Notes are not reasonably acceptable to them, (6) no Default or Event of Default then exists or would result therefrom, (7) based on calculations made by the Borrower on a Pro Forma Basis as if the incurrence of such Debt had occurred on the first day of the respective Calculation Period relating to such incurrence, no Default or Event of Default will exist under, or would have existed during the period beginning on the first day of the respective Calculation Period and ended on the Determination Date under, the financial covenants contained in Section 5.04, (8) based on good faith projections prepared by the Borrower for the period from the date of the Debt to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Section 5.04, shall be better than or equal to such level as would be required principal payment dates to provide that no Default or interest payment dates or bothEvent of Default will exist under the financial covenants contained in Section 5.04, as compliance with such covenants will be required through the case may bedate which is one year from the date of the incurrence of such Debt, deferring or accelerating payment dates wholly or partly; (9) the Borrower shall have delivered to the Agent an officer's certificate executed by an authorized financial officer of the Borrower, certifying to the best of such officer's knowledge, compliance with the requirements of this Section 5.02(b)(vi) and containing the calculations required by the preceding clauses (7) and (8), (10) the net cash proceeds thereof shall be used (A) for the same purposes as Revolving Credit Advances or (iiB) modificationsto make a voluntary prepayment of Advances and (11) until such proceeds are so used, extensions the Borrower shall deposit such proceeds with the Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Agent whereby such proceeds shall be disbursed to the Borrower from time to time for the purposes described in clause (A) or (B) of the immediately preceding clause (10), with such proceeds to be so disbursed to the Borrower upon (x) written certification by an authorized officer of the Borrower that no Default or Event of Default then exists or would result from the use of such proceeds and as to the intended use of such proceeds and (y) compliance by the Borrower with the applicable terms of this Agreement with respect to the use of such proceeds, provided that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Agent (in which case the Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such cash collateral account to the repayment of Obligations hereunder; (vii) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viii) Existing Debt to the extent the same is listed on Schedule 4.01(cc), and refinancings or renewals of such Existing Debt shall be permitted so long as (A) such refinancings and renewals shall not be in excess of the Debt respective amounts set forth on Schedule 4.01(cc) and (B) any such renewal or extension does not encumber any additional assets or properties of the Borrower or any part thereof at a different rate of interest whether or not its Subsidiaries; (ix) intercompany Debt among the Borrower and its Wholly-Owned Subsidiaries to the extent permitted by Section 5.02(e)(xi); (x) Debt of the Borrower and its Subsidiaries consisting of accrued expenses and trade payables incurred in the case ordinary course of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes)business; and (5xi) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit Debt of the owner of the Property, when evidenced by a promissory note or other instrument which, by Borrower and its terms, is secured hereby; (6Subsidiaries not otherwise permitted under this Section 5.02(b) all other indebtedness, obligations and liabilities now or hereafter existing of in an aggregate principal amount not to exceed $2,000,000 at any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyone time outstanding.

Debt. This Security Instrument and Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (i) in the grantscase of the Loan Parties or any of their Subsidiaries, (A) Debt under the Loan Documents; (B) Debt to a Loan Party or any Subsidiary of a Loan Party, assignments and transfers made in Article I are given for the purpose of securing the following, in provided however that any such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): Debt owed by a Non-U.S. Subsidiary shall be used only (1) all principal, interest and to fund working capital requirements or for other amounts due under or secured by the Loan Documents; (2) the payment general corporate purposes of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee such Non-U.S. Subsidiary (including, without limitation, capital expenditures), or (i2) modifications for Permitted Acquisitions to the extent allowed under Sections 5.02(f)(v) and 5.02(f)(ix) hereof; (C) Capitalized Leases, provided, however that, at any time, the sum of the required aggregate outstanding principal component of all Capitalized Leases, and the aggregate outstanding principal amount of all Debt permitted under Section 5.02(b)(i)(G) shall not exceed the higher of $75,000,000 or 5% of Net Tangible Assets of the Company and its Subsidiaries on a consolidated basis (determined as of the end of the Fiscal Quarter immediately preceding the date of determination); (D) Debt under the Subordinated Notes, or any Debt extending the maturity of, or refunding, refinancing or replacing, in whole or in part, the Subordinated Notes; provided, however, that (A) the aggregate principal amount of such extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement, (B) such extended, refunding, refinancing or replacement Debt shall not mature prior to the stated maturity date or mandatory redemption date of the Subordinated Notes, and (C) such extended, refunded, refinanced or replaced Debt shall be subordinated in right of payment dates or interest payment dates or both, otherwise to the obligations hereunder at least to the same extent as the case may beSubordinated Notes, deferring and the other terms taken as a whole governing such extended, refunded, refinanced or accelerating replaced Debt shall not be materially less favorable to the Company than those governing the Subordinated Notes; (I) Debt that is subordinated in right of payment dates wholly or partlyotherwise to the obligations hereunder (the “Other Subordinated Debt”) at least to the same extent as the Subordinated Notes, and the other terms taken as a whole governing such Debt shall not be materially less favorable to the Company than those in the Subordinated Notes, and (II) any Debt extending the maturity of, or refunding, refinancing or replacing, in whole or in part, the Other Subordinated Debt; provided, however, that such extended, refunding, refinancing or replacement Debt shall be subordinated in right of payment or otherwise to the Obligations hereunder at least to the same extent as the Subordinated Notes, and the other terms taken as a whole governing such extended, refunded, refinanced or replaced Debt shall not be materially less favorable to the Company than those governing the applicable Other Subordinated Debt and provided, that any Debt permitted under 5.02(b)(i)(E)(I) and (II) shall not mature prior to the stated maturity date or mandatory redemption date of the Subordinated Notes, and provided, that the total amount of Debt under 5.02(b)(i)(D) and (E) shall not at any time exceed 50% of the Company’s Total Capitalization; (F) Debt secured by receivables, provided, however that, at any time, the sum of the aggregate outstanding principal amount of all Debt secured by receivables and the aggregate value of all then outstanding receivables sold or securitized as permitted under Section 5.02(e)(vii), shall not exceed the higher of $75,000,000 or 5% of Net Tangible Assets of the Company and its Subsidiaries on a consolidated basis (determined as of the end of the Fiscal Quarter immediately preceding the date of determination); and (G) other Debt, subject to the proviso in Section 5.02(b)(i)(C) above. (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a notethe Company and any of its Subsidiaries, endorsement of negotiable instruments for deposit or collection or similar transactions in the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit ordinary course of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anybusiness.

Debt. This Security Instrument Neither the Parent nor any of its Subsidiaries shall incur, maintain or guarantee any Debt, other than: (a) the Obligations and the grantsDebt under the Senior Note Documents; (b) Rate Protection Agreements; (c) with the prior written consent of the Agent (which consent shall not be unreasonably withheld), assignments Debt referred to in clause (g) of Permitted Liens, subject to the limitations set forth therein; (d) other Debt (other than Debt For Borrowed Money) existing on the Closing Date and transfers made reflected in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured Financial Statements delivered by the Loan Documents; Borrowers to the Agent on or prior to the Closing Date; (2e) Debt For Borrowed Money outstanding on the payment Closing Date and listed on SCHEDULE 9.13 (other than Debt For Borrowed Money permitted elsewhere in this SECTION 9.13), but not any extensions, renewals or replacements of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; such Debt; (3f) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a noteHDSC, the modificationDeferred Tax Obligations; (g) intercompany Debt described in clauses (i), extension or renewal is evidenced by a new or additional promissory note or notes); (5j) all principaland (o) of the definition of Restricted Investment; (h) in the case of HDSC, interest, and other amounts which may hereafter Debt (other than under Capital Leases) not to exceed $15,000,000; (i) Debt permitted to be loaned by Mortgagee, its successors or assigns, to or incurred under SECTION 9.20; (j) Debt in connection with performance bonds (other than for the benefit repayment of Debt For Borrowed Money) arising in the ordinary course of business; (k) Debt of the owner Parent to HDSC incurred by the Parent and lent by HDSC in the ordinary course of their respective businesses, the proceeds of which, together with dividends by HDSC to the Parent and payments of interest on the Intercompany Note (without duplication), are used solely for any action permitted by SECTION 9.10(iii)(b); (l) in the case of HDSC, Debt under Capital Leases entered into by HDSC in the ordinary course of its business; (m) Debt referred to in clauses (n) and (o) of Permitted Liens, subject to the limitations set forth therein; and (n) with the prior written consent of the PropertyAgent (which consent shall not be unreasonably withheld), when evidenced by a promissory note or other instrument whichDebt referred to in clause (p) of Permitted Liens, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor subject to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anylimitations set forth therein.

Debt. This Security Instrument The Revolving Borrower will not create, incur, assume or suffer to exist, and will not permit any Restricted Subsidiary to create, incur, assume or suffer to exist, any Debt, except as set forth below: (a) Debt of the Borrowers and the grantsGuarantors to the Lenders, assignments the Agents and transfers made the Issuing Bank evidenced by or arising under any Loan Document; (b) unsecured Debt of the Revolving Borrower or any Restricted Subsidiary other than Hedging Obligations; (i) Capitalized Lease Obligations of the Revolving Borrower or any Restricted Subsidiary, (ii) Debt of the Revolving Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction, development or improvement of any fixed or capital assets (excluding Capital Lease Obligations and Debt of the type permitted by clause (iii) of this Section 10.2(c)) or incurred to extend, refinance, renew, replace, defease or refund any such assumed Debt, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof, and (iii) Debt assumed in Article I connection with an acquisition of a Person or Property, or both, by any means, which is not prohibited by Section 10.9 or incurred to extend, refinance, renew, replace, defease or refund any such assumed Debt, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof (provided that such Debt existed prior to such acquisition and is not created in contemplation of or in connection with such acquisition); (d) Debt of the Revolving Borrower or any Restricted Subsidiary secured by Liens on the Houston Distribution Center; provided that the aggregate principal amount of Debt permitted by this clause (d) shall not exceed $45,000,000 at any time outstanding; (e) secured Debt not otherwise permitted under this Section 10.2 of the Revolving Borrower or any Restricted Subsidiary; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $10,000,000 at any time outstanding; and (f) Hedging Obligations of the Revolving Borrower and any Restricted Subsidiary that are given incurred for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, fixing or hedging interest and other amounts due under rate or secured currency risk with respect to any fixed or floating rate Debt that is permitted by the Loan Documents; (2) this Agreement to be outstanding or any receivable or liability the payment of all other monies agreed or which is determined by reference to a foreign currency; provided to be paid by Mortgagor in that the Note or notional principal amount of any such Hedging Obligation does not exceed the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals amount of the Debt or any part thereof at a different rate of interest whether receivable or not liability to which such Hedging Obligation relates; provided further that such obligations are entered into in the case ordinary course of business to hedge or mitigate risks to which the Revolving Borrower or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities; provided that, prior to and immediately after incurring any such Debt, no Default or Event of Default shall have occurred and be continuing or would exist. For purposes of this Section 10.2, any Debt (1) which is extended, renewed or replaced shall be deemed to have been incurred when extended, renewed or replaced, (2) of a notePerson (other than the Revolving Borrower or a Restricted Subsidiary) when it becomes, or is merged into, or is consolidated with, a Restricted Subsidiary or the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interestRevolving Borrower shall be deemed to have been incurred at such time, and other amounts (3) which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit is Debt of the owner Revolving Borrower or a Restricted Subsidiary consisting of the Property, when evidenced by a promissory note reimbursement obligation in respect of a letter of credit or other similar instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended shall be deemed to be secured by this Security Instrument; and (7) payment and performance incurred when such letter of all covenants and obligations hereunder and under the Loan Documents, if anycredit or similar instrument is issued.

Debt. This Security Instrument Borrower shall not have any Debt, other than Permitted Debt and Debt incurred in connection with, and substantially simultaneously with, the grantsrepayment in full of the Loan. No direct or indirect equityholder of any Co-Borrower, assignments except for any Qualified Equityholder and transfers made in Article I are given any direct or indirect equityholders of any Qualified Equityholder, shall have any indebtedness for borrowed money (or any preferred equity having the purpose characteristics of securing indebtedness for borrowed money, including a mandatory redemption date and a current pay preferred return) other than, as applicable, the followingLoan, in such order of priority the Mezzanine Loans, the Permitted Indebtedness, the “Permitted Indebtedness” under and as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor defined in the Note or Mezzanine Loan Agreements, and in the other Loan Documents; (3) case of American Casino & Entertainment Properties LLC, unsecured trade payables, not evidenced by a note, incurred in the payment ordinary course of all sums advanced pursuant to this Security Instrument to protect business and preserve customarily paid within 90 days after the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, date incurred. The foregoing shall not (i) modifications restrict the making of unsecured loans by the members of W2007/ACEP Holdings, LLC (the “WH/HG JV”) to each other or to the WH/HG JV in accordance with that certain Amended and Restated Limited Liability Company Agreement of W2007/ACEP Holdings, LLC, dated as of the required principal payment dates or interest payment dates or bothdate hereof, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals limit the incurrence of Debt by (x) Persons that own less than 10% of the Debt direct or any part thereof at a different rate indirect equity interests in Borrower, (y) Persons for whom direct and indirect equity interests in Borrower do not comprise the majority of interest whether or not such Person’s assets and (z) natural persons, provided that in the case of a noteeach of (x), the modification(y) and (z), extension or renewal such Debt is evidenced not secured by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit pledge of the owner direct or indirect equity interests in Borrower in violation of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6terms of Section 7.1(f) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyhereof.

Debt. This Security Instrument Neither the Borrower nor any of its Subsidiaries shall incur or maintain any Debt, other than: (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and the grants, assignments and transfers made in Article I are given for the purpose of purchase money secured Debt incurred to purchase Equipment provided that (i) Liens securing the following, in such order of priority as Mortgagee may determine in its sole discretion (same attach only to the "Debt"): (1) all principal, interest and other amounts due under or secured Equipment acquired by the Loan Documentsincurrence of such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $500,000 at any time; (2d) the payment Borrower’s reimbursement obligations and any Subsidiary’s guaranty obligations owed to VPVP arising as a result of all other monies agreed or provided payments made by VPVP to be paid by Mortgagor the Lender under the VPVP Guaranty so long as the same are fully subordinated to the Obligations as set forth in the Note or the other Loan DocumentsSubordination Agreement; (3e) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses Debt incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection refinancing of the security thereforMortgage on the Scotts Valley Real Estate, whether made provided that such Debt meets the conditions set forth in Section 12.19; and (f) Debt evidencing a refunding, renewal or incurred at extension of the request of Mortgagor or Mortgagee (including, without limitation, Debt described on Schedule 6.9; provided that (i) modifications of the required principal payment dates or interest payment dates or bothamount thereof is not increased, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan DocumentsLiens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are not materially less favorable to the Borrower or the Lender than the original Debt.

Debt. This Security Instrument The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the grants, assignments and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and Loans or other amounts due Obligations arising under or secured by the Loan Documents; (b) obligations incurred under the First Lien Loan Documents, including obligations in respect of Cash Management Obligations as contemplated therein; provided that the aggregate principal amount of loans and the face amount of letters of credit incurred or issued under the First Lien Loan Documents do not exceed in aggregate the greater of (2i) the payment sum of all other monies agreed $50,000,000 and the aggregate principal amount of Loans repaid or prepaid pursuant to Sections 2.11, 2.12 and 2.13 (without duplication to any amounts incurred under clause (o)(ii) below), and (ii) an amount equal to 25% of the Loan Parties’ Adjusted Consolidated Net Tangible Assets as of the date of such incurrence; provided to be paid by Mortgagor that in the Note case of clause (ii), after giving effect to such incurrence and the application of proceeds therefrom, aggregate Secured Debt shall not in any case exceed 25% of the Loan Parties’ Adjusted Consolidated Net Tangible Assets as of the date of such incurrence; (c) Debt of the Borrower and its Restricted Subsidiaries existing on the Closing Date that is reflected in the financial statements referred to in Section 4.04(a) and described on Schedule 6.02 and Permitted Refinancing Debt incurred to refinance, defease or discharge such Debt; (d) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (e) Debt under Capital Leases and Debt to finance the acquisition, construction or improvement of any fixed or capital assets; provided that (i) such Debt is incurred prior to or within 180 days after such acquisition or the other Loan Documents; completion of such construction or improvement and (3ii) the payment aggregate principal amount of all sums advanced pursuant to Debt permitted by this Security Instrument to protect Section 6.02(e) shall not exceed $10,000,000 at any time outstanding; (f) Debt associated with worker’s compensation claims, or in respect of self-insurance obligations or bid, plugging and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred abandonment, appeal, reimbursement, performance, bid, surety or similar bonds or surety obligations required by Mortgagee Governmental Requirements or third parties in connection with the Debt operation of the Oil and Gas Properties of the Borrower or any part thereofRestricted Subsidiary in the ordinary course of business; (g) unsecured intercompany Debt between or among Loan Parties so long as such Debt is expressly subordinated in all respects to the Loans and other Obligations on terms set forth in the Guaranty; provided, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, that (i) modifications any subsequent issuance or other Disposition of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or Equity Interests that results in any such Debt being held by a Person other than a Loan Party and (ii) modificationsany sale or other Disposition of any such Debt to a Person that is not a Loan Party, extensions will be deemed, in each case, to constitute an incurrence of such Debt by such Loan Party, that was not permitted by this Section 6.02(g); (h) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Debt arising under take-or-pay agreements or renewals gas balancing agreements which do not give rise to liability in the aggregate on a consolidated basis for the Borrower in excess of $2,000,000 at any one time outstanding; (j) Debt incurred in the ordinary course of the Debt Borrower’s business in respect of Hedging Agreements permitted under Section 6.18; (k) any obligation arising from agreements of the Borrower or any part thereof at Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn outs, or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or Equity Interest of a different rate Restricted Subsidiary in a transaction permitted under this Agreement; provided that such obligation is not reflected as a liability on the face of interest whether the balance sheet of the Borrower or any Restricted Subsidiary; (l) obligations with respect to Series C, Series D and Series E preferred stock issued by the Borrower, so long as any dividends with respect thereto comply with the provisions of Section 6.04; (m) unsecured Guarantees by the Borrower or any Restricted Subsidiary of Debt of Alpha Hunter Drilling, LLC not exceeding $35,000,000 in the case aggregate, which Debt shall be on terms and conditions reasonably satisfactory to the Administrative Agent and have terms and conditions no more restrictive than the terms and conditions set forth in this Agreement; (n) the Hall Houston Debt in an amount not to exceed $640,695 at any one time outstanding; (i) the Senior Notes (including unsecured Guarantees in respect thereof) outstanding on the Closing Date, (ii) Permitted Additional Notes in an amount equal to the aggregate principal amount of a noteLoans repaid or prepaid under Sections 2.11, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); 2.12 and 2.13 (5without duplication to any amounts incurred under clause (b)(i) above) and (iii) all principalPermitted Refinancing Debt incurred to refinance, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors defease or assigns, to discharge the Senior Notes or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan DocumentsPermitted Additional Notes, if any; provided that in all cases the aggregate amount permitted to be outstanding at any time under this clause (o) shall not exceed $950,000,000; (i) Guarantees by the Borrower and the Restricted Subsidiaries in respect of Debt permitted to be incurred pursuant to this Section 6.02; provided that if the Debt being guaranteed is subordinated to or pari passu with the Loans, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Debt guaranteed and (ii) unsecured guarantees by the Borrower or any Restricted Subsidiary at any one time outstanding not to exceed $2,000,000 in respect of Debt of any Unrestricted Subsidiary incurred in the ordinary course of business in connection with accounts payable which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; and (q) other Debt not to exceed $7,500,000 in aggregate principal amount at any one time outstanding.

Debt. This Security Instrument Holdings and the grantsBorrower shall not, assignments and transfers made in Article I are given for shall not permit any of its Restricted Subsidiaries to, incur or maintain any Debt, other than the purpose following Debt (collectively, “Permitted Debt”): (a) Debt of securing the following, in such order Holdings and any of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due Restricted Subsidiaries under or secured by the Loan Documents; Documents (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced including pursuant to this Security Instrument to protect Sections 2.6 and preserve the Property and the Lien and the security interest created hereby; 2.7); (4b) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt in respect thereof and (ii) modificationsany intercompany Debt outstanding on the Closing Date; (c) (i) Capital Leases and purchase money Debt incurred to finance the acquisition, extensions construction, repair, replacement, lease or renewals improvement of any Equipment (as defined in Article 9 of the Debt UCC) held for sale or lease or any part thereof fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) , including without limitation any Debt evidenced by the Enterprise Equipment Lease Agreement and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Borrower, Holdings and its Restricted Subsidiaries as at the last day of the Test Period ended on or prior to the date that such Debt was incurred shall not exceed the greater of (x) $75,000,000 and (y) 5.0% of Consolidated Total Assets; (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or another Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements entered into by a different rate Borrower or Restricted Subsidiary of interest whether or not Holdings in the case ordinary course of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, business and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or not for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if any.speculative purposes;

Debt. This Security Instrument Create, incur, assume, guarantee or in any way become ----- liable for any additional Funded Debt or create, incur, assume or suffer to exist any Current Debt, or permit any Subsidiary to do so, except (i) Funded Debt of the Borrower or any Foreign Subsidiary and Funded Debt of any Domestic Subsidiary of the grantstype referred to in clause (ii) below if, assignments immediately after giving effect thereto and transfers made to the concurrent repayment of any other Funded Debt, (A) Consolidated Senior Funded Debt shall not exceed an amount equal to 45% of Consolidated Net Tangible Assets, and (B) Consolidated Funded Debt shall not exceed an amount equal to 55% of Consolidated Net Tangible Assets, provided, however, that no Foreign -------- ------- Subsidiary may create, incur, assume, guarantee or in Article I are given any way become liable for any additional Funded Debt permitted by this clause (i) unless, immediately after giving effect thereto and to the purpose concurrent repayment of securing any other Funded Debt, the followingaggregate principal amount of all Funded Debt of all Foreign Subsidiaries (other than any Funded Debt of a Foreign Subsidiary owing to any other such Subsidiary) shall not exceed $80,000,000, and further provided that the Borrower may not ------- -------- guarantee (including in such order term any other liability includible in any determination of priority as Mortgagee may determine in its sole discretion Funded Debt of the Borrower) any Funded Debt of a Subsidiary if, after giving effect to such guarantee, the aggregate principal amount of all such Funded Debt so guaranteed would exceed, at any time outstanding, $50,000,000, (the "Debt"): (1ii) all principal, interest and other amounts due under Funded or Current Debt of any Domestic Subsidiary secured by Liens permitted by the Loan Documents; provisions of clause (2v) the payment of all other monies agreed Section 5.02(a) or provided to be paid unsecured and either issued or assumed by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee such Subsidiary in connection with payment to sellers of properties or businesses acquired by such Subsidiary or payable by such Subsidiary and outstanding at the time it became a Subsidiary, provided that no such -------- Subsidiary may create, incur, assume, guarantee or in any way become liable for any additional Funded or Current Debt permitted by this clause (ii) unless, immediately after giving effect thereto and to the concurrent repayment of any other Debt (A) the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection limitations of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, clause (i) modifications above will not thereby be violated, and (B) the aggregate principal amount of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or all Funded and Current Debt permitted by this clause (ii) modificationsplus, extensions without duplication, the aggregate principal amount of all Funded and Current Debt of all Subsidiaries secured by Liens permitted by clauses (v) and (vi) of Section 5.02(a) shall not exceed an amount equal to 10% of Consolidated Net Tangible Assets, and further provided that no Funded or renewals Current Debt permitted by this ---------------- clause (ii) shall be extended or renewed or remain outstanding after its stated maturity, (iii) Current Debt of the Debt Borrower or any part thereof at a different rate of interest whether Foreign Subsidiary, and (iv) Funded or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing Current Debt of any kind of Mortgagor Domestic Subsidiary to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyBorrower or any other Domestic Subsidiary.

Debt. This Security Instrument and Neither the grantsBorrower nor any Restricted Subsidiary will incur, assignments and transfers made in Article I are given create, assume or suffer to exist any Debt, except: (a) the Tranche A Notes or other Tranche A Indebtedness arising under the Tranche A Loan Documents or any guaranty of or suretyship arrangement for the purpose Tranche A Notes or other Tranche A Indebtedness arising under the Tranche A Loan Documents; (b) the Tranche B Notes or other Tranche B Indebtedness arising under the Tranche B Loan Documents or any guaranty of securing or suretyship arrangement for the followingTranche B Notes or other Tranche B Indebtedness arising under the Tranche B Loan Documents; (c) Debt existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, in such order of priority as Mortgagee may determine in its sole discretion and any renewals, extensions or refinancings (the "Debt"): but not increases) thereof; (1d) all principal, interest Debt (unrelated to Unrestricted Subsidiaries and other amounts due under or secured by the Loan Documents; (2than for borrowed money) the payment of all other monies agreed or provided to be paid by Mortgagor incurred in the Note or the other Loan Documents; (3) the payment ordinary course of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee business in connection with Hydrocarbon transportation, Hydrocarbon purchasing or other similar arrangements, provided that such arrangements are disclosed to the Agent and the costs of the financing related to such arrangements are incorporated into the Engineering Reports provided to the Agent; (e) Debt under Hedging Agreements with a Lender or any part thereofanother counterparty rated BBB+ by Standard & Poor's Ratings Services, any renewala division of The XxXxxx-Xxxx Companies, extension, modification, consolidation, change, substitution or restatement or any part thereofInc., or better (or the acquisition or perfection equivalent rating by another nationally recognized rating service), the notional amounts of which, with respect to commodity Hedging Agreements, do not exceed 80% of Borrower's anticipated oil and/or gas production from producing xxxxx to be produced during the security thereforterm of such Hedging Agreements, whether made or incurred at entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the request of Mortgagor or Mortgagee Borrower's and its Subsidiaries' operations; (f) additional Debt (including, without limitation, guarantees of Debt of Unrestricted Subsidiaries) with an outstanding aggregate principal amount not at any time in excess of $5,000,000; provided, however, that the Borrowing Base shall be reduced by the amount of all such Debt outstanding at any time which is in excess of $1,500,000; (g) Debt secured by the Liens permitted by clause (x) of the definition of "Excepted Liens"; provided that such Debt is discharged within 180 days of the relevant acquisition or merger; (h) Debt secured by a pledge of investments in Unrestricted Subsidiaries permitted by clause (xii) of the definition of "Excepted Liens"; provided that such Debt is recourse solely to the investment so pledged; (i) modifications loans and advances between the Restricted Subsidiaries, to any Restricted Subsidiary from the Borrower and to the Borrower from any Restricted Subsidiary; (j) Debt approved by the Majority Lenders which is subordinated on terms satisfactory to the Majority Lenders to the payment of the required principal payment dates or interest payment dates or both, as Tranche A Indebtedness (with the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals Borrowing Base in effect from time to time being reduced by an amount equal to any effect upon the Borrowing Base occasioned by such subordinated Debt in the judgment of the Majority Lenders); (k) Debt of the Borrower pursuant to Section 3.03(f) of Annex I which is subordinated to the Senior Obligations in accordance with the terms set forth on Exhibit J to Annex I or any part thereof at a different rate such other terms as are satisfactory to the Agent and the Lenders for the Senior Obligations; and (l) Debt consisting of interest whether or not the Borrower's obligation to make payments to Halliburton pursuant to Section 5.9 of the Participation Agreement in the case of event that the Borrower does not convey a note, working interest to Halliburton or its designee in the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyproperties contemplated in such Section.

Debt. This Security Instrument Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) (x) Debt secured by Liens permitted by Section 5.02(a)(iv), (y) Capitalized Leases and (z) unsecured Debt; provided that, the sum of clauses (x), (y) and (z) shall not exceed in the aggregate $10,000,000 at any time outstanding; (iii) Debt owed to the Borrower or a Subsidiary of the Borrower, which Debt shall (x) in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) be on subordination terms acceptable to the Administrative Agent and (z) be otherwise permitted under the provisions of Section 5.02(f); (iv) Debt incurred to pay premiums for insurance policies maintained by the Borrower or its Subsidiaries in the ordinary course of business not exceeding the aggregate amount of such unpaid premiums; (v) Contingent Obligations with respect to bonds issued to support workers’ compensation, unemployment or other insurance or self-insurance obligations, and similar obligations, in each case incurred by the Borrower and its Subsidiaries in the ordinary course of business; (vi) Debt in the form of any earnout or other similar contingent payment obligation incurred in connection with an acquisition permitted hereunder; (vii) Other unsecured Debt of the Borrower and its Subsidiaries incurred or assumed after the Closing Date; provided, that immediately after giving effect to the incurrence or assumption of such Debt, (a) no Default or Event of Default shall have occurred and be continuing or would result from such incurrence or assumption and the grantsanticipated use of proceeds thereof; (b) all Net Cash Proceeds of any such Debt are used 101 to make a purchase or acquisition permitted by Section 5.02(f)(vi); and (c) the outstanding aggregate principal amount at any time of any such unsecured Debt shall not exceed the then current Flex-Debt Amount; (viii) Contingent Obligations of any Loan Party in respect of any Debt of any other Loan Party or any Subsidiary of a Loan Party that is permitted under this Agreement; (ix) Debt in respect of take-or-pay contracts entered into in the ordinary course of business; (x) Debt in respect of Hedge Agreements permitted by Section 5.02(l); (xi) Debt arising from agreements providing for indemnification, assignments and transfers made adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any such obligations of the Borrower or any of its Subsidiaries pursuant to such agreements, in Article I are given each case incurred in connection with the disposition of any business, assets or Subsidiary (other than Guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of securing financing such acquisition), so long as the following, in such order of priority as Mortgagee may determine in its sole discretion (amount does not exceed the "Debt"): (1) all principal, interest and other amounts due under or secured gross proceeds actually received by the Loan Documents; (2) the payment of all other monies agreed Borrower or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee any Subsidiary thereof in connection with such disposition; (xii) Debt arising from the honoring by a bank or other financial institution of a check, draft, or similar instrument drawn against insufficient funds in the ordinary course of business; provided however, that such Debt is extinguished promptly after its incurrence; (xiii) Debt of the Borrower in respect of a letter of credit issued pursuant to any letter of credit facility, including any Debt constituting reimbursement obligations with respect to trade letters of credit issued in the ordinary course of business, in an amount not to exceed $2,000,000 in the aggregate for all such Debt; provided that, upon the drawing of any such letter of credit or the incurrence of any part thereofsuch Debt constituting reimbursement obligations, such amount is reimbursed within 30 days following such drawing or incurrence; and (xiv) Debt existing on the Closing Date and listed on Schedule 5.02(b). Notwithstanding the foregoing, the Negative Pledgors shall not create, incur, assume or suffer to exist any Debt except that the Telecos may incur Debt permitted by clauses (ii), (iii), (v), (vi), (viii), (ix), (x), (xi), (xii), (xiii) and (xiv) above; provided that, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection Debt of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (iTelecos described in Section 5.02(f)(i)(D) modifications of the required principal payment dates or interest payment dates or both, shall be limited as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyprovided therein.

Debt. This Security Instrument and the grantsCreate, assignments and transfers made in Article I are given for the purpose incur, assume or suffer to exist, or permit any of securing the followingits Subsidiaries to create, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principalincur, interest and other amounts due under assume or secured by the Loan Documents; (2) the payment of all other monies agreed or provided suffer to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereofexist, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, Debt other than: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of the Borrower, 140 110 (A) Debt owed to its Subsidiaries; so long as at the time of incurrence of such Debt, foreclosure proceedings shall not have been commenced with respect to any stock or assets of such Subsidiaries, (B) Debt in respect of Hedge Agreements not entered into for speculative purposes and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, and (C) Debt in respect of guarantees by the Borrower of the Obligations of Foreign Subsidiaries under bank overdraft facilities permitted under Section 5.02(b)(iii)(I) (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a note, wholly owned Subsidiary of the modification, extension or renewal is evidenced by a new or additional promissory note or notesBorrower to the extent permitted under Section 5.02(f); and (5iii) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for in the benefit case of the owner Borrower and any of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; Subsidiaries, (6A) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and Debt under the Loan Documents. (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (C) Capitalized Leases in an aggregate amount, if anycalculated in accordance with GAAP, not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, 141 111 (E) Subordinated Debt under the Subordinated Notes Indentures, (F) Debt of any Person that becomes a Subsidiary of the Borrower after the First Closing Date in accordance with the terms of Section 5.02(f) that is existing at the time such Person becomes a Subsidiary of the Borrower, (G) Debt in an aggregate principal amount not to exceed $5,000,000 outstanding at any time and consisting of letters of credit (other than Letters of Credit issued hereunder) and reimbursement obligations in respect thereof, (H) other Debt in an aggregate amount not to exceed $5,000,000 at any time outstanding, (I) in the case of Foreign Subsidiaries, Debt under bank overdraft facilities in an aggregate amount not to exceed $10,000,000 at any time outstanding; and (J) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

Debt. This Security Instrument (i) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (other than the Advances and Debt existing on the Effective Date); provided that the Borrower or any Guarantor may Incur Debt if, after giving pro forma effect to the Incurrence of such Debt and the grantsreceipt and application of the proceeds therefrom (as though such Incurrence and receipt and application had occurred on the first day of the most recently ended four fiscal quarter period), assignments (x) no Event of Default shall have occurred and transfers made in Article I are given for be continuing and (y) the purpose Interest Coverage Ratio shall be equal to or greater than 2.00:1.0. (ii) Notwithstanding the foregoing Section 5.02(b)(i), the Borrower and any Restricted Subsidiary (except as specified below) may Incur each and all of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): : (1) all principal, interest Term Debt of the Borrower and other amounts due any Guarantor outstanding under or secured by the Loan Documents; First Lien Credit Agreement at any time in an aggregate principal amount (together with refinancings thereof) not to exceed $400,000,000 less any amount of such Debt permanently repaid as provided under Section 5.02(d) and (2) revolving Debt of the payment Borrower and any Guarantor outstanding under the First Lien Credit Agreement or one or more other revolving credit facilities at any time in an aggregate principal amount (together with refinancings thereof) not to exceed the greater of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3x) $35,000,000 and (y) the payment of all sums advanced pursuant Borrowing Base at such time; (B) Debt owed (1) to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt Borrower or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when Guarantor evidenced by a promissory note or (2) to any other instrument whichRestricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Debt (other than to the Borrower or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Debt not permitted by this clause (B) and (y) if the Borrower or any Guarantor is the obligor on such Debt, such Debt must be expressly subordinated in right of payment to the Advances, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Guarantor; (C) Debt issued in exchange for, or the net proceeds of which are used to refinance, refund, replace, renew or extend (including pursuant to any defeasance or discharge mechanism) then outstanding Debt (other than Debt outstanding under clause (B) hereof but including any Debt existing on the Effective Date) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued and unpaid interest, fees, underwriting discounts, commissions and expenses); provided that (1) Debt the proceeds of which are used to refinance or refund the Advances or Debt that is pari passu with, or subordinated in right of payment to, the Advances or the Subsidiary Guaranty shall only be permitted under this clause (C) if (x) in case the Advances are refinanced in part or the Debt to be refinanced is pari passu with the Advances or the Subsidiary Guaranty, such new Debt, by its termsterms or by the terms of any agreement or instrument pursuant to which such new Debt is outstanding, is secured hereby; expressly made pari passu with, or subordinate in right of payment to, the remaining Advances or the Subsidiary Guaranty, or (6y) all other indebtednessin case the Debt to be refinanced is subordinated in right of payment to the Advances or the Subsidiary Guaranty, obligations and liabilities now such new Debt, by its terms or hereafter existing by the terms of any kind agreement or instrument pursuant to which such new Debt is issued or remains outstanding, is expressly made subordinate in right of Mortgagor payment to Mortgagee under documents which recite the Advances or the Subsidiary Guaranty at least to the extent that they are intended the Debt to be secured by this Security Instrument; refinanced is subordinated to the Advances or the Subsidiary Guaranty, (2) such new Debt, (x) in the case of Preferred Interests, is not redeemable prior to the date that is 91 days after the Termination Date, or (y) in the case of Debt other than Preferred Interests, determined as of the date of Incurrence of such new Debt, does not mature prior to the Stated Maturity of the Debt to be refinanced or refunded, and the Average Life of such new Debt is at least equal to the remaining Average Life of the Debt to be refinanced or refunded and (73) payment such new Debt is Incurred by the Borrower or a Guarantor or by the Restricted Subsidiary who is the obligor on the Debt to be refinanced or refunded; (D) guarantees of the Advances by any Restricted Subsidiary; (1) Capitalized Leases not to exceed in the aggregate $30,000,000 at any time outstanding, and performance (2) in the case of all covenants Capitalized Leases to which any Restricted Subsidiary of the Borrower is a party, Debt of the Borrower of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Restricted Subsidiary under such Capitalized Leases; (F) Permitted Purchase Money Debt; (G) Debt in respect of the Secured Hedge Agreements (as defined in the First Lien Credit Agreement) and obligations hereunder other Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice or required by the First Lien Credit Agreement; (H) Preferred Interests issued by the Borrower or any of its Restricted Subsidiaries that are not redeemable prior to the date that is 91 days after the Termination Date; (I) Contingent Obligations of any Loan Party in respect of any Debt of any other Loan Party that is permitted under this Agreement; (J) Permitted Existing FCC Loans and Permitted Existing RUS/RTB Debt; and (K) Debt of the Borrower or any Guarantor (in addition to Debt permitted under clauses (A) through (J) above) in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed $15,000,000. (iii) Notwithstanding any other provision of this Section 5.02(b), the maximum amount of Debt that may be Incurred pursuant to this Section 5.02(b) will not be deemed to be exceeded, with respect to any outstanding Debt due solely to the result of fluctuations in the exchange rates of currencies. (iv) For purposes of determining any particular amount of Debt under this Section 5.02(b), (x) Debt Incurred under the Loan DocumentsFirst Lien Credit Agreement on or prior to the Effective Date shall be treated as Incurred pursuant to Section 5.02(b)(ii)(A) and (y) guarantees, Liens or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this Section 5.02(b), in the event that an item of Debt meets the criteria of more than one of the types of Debt described above (other than Debt referred to in clause (x) of the preceding sentence), including under clause (i), the Borrower, in its sole discretion, shall classify, and from time to time may reclassify, such item of Debt. (v) The Borrower will not Incur any Debt if anysuch Debt is subordinate in right of payment to any other Debt unless such Debt is also subordinate in right of payment to the Advances to the same extent.

Debt. This Security Instrument and Neither the grantsBorrower nor any of its Subsidiaries will incur, assignments and transfers made in Article I are given create, assume or suffer to exist any Debt, except: (a) the Notes or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the purpose Notes or other Obligations arising under the Loan Documents; (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of securing Property or services) from time to time incurred in the followingordinary course of business with respect to which no more than 90 days have elapsed since the date Third Amended and Restated Credit Agreement – Page 89 715347206 14464587 716874472 14464587 of invoice or that are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; (d) endorsements of negotiable instruments for collection in the ordinary course of business; (e) Debt of any Obligor in respect of workers’ compensation claims, performance bonds, surety bonds, and appeal bonds issued for its account, in each case in the ordinary course of business, or surety/bonds to governmental agencies; (f) Debt incurred under Unsecured Notes and any guarantees by a Guarantor in respect thereof in an aggregate principal amount that would not cause, as of the date on which such order Debt is incurred, the ratio of priority as Mortgagee may determine in its sole discretion (Total Net Debt to Adjusted EBITDA to exceed the "Debt"): maximum amount then permitted under Section 9.01(b) after giving pro forma effect to such incurrence, provided that (1) all principalsuch Unsecured Notes and any Unsecured Notes Indenture under which such Unsecured Notes are issued contain customary terms and conditions for unsecured notes of similar type and of like tenor and amount and do not contain any financial covenants that are, interest taken as a whole, more onerous to the Borrower and other amounts due under or secured its Subsidiaries than those imposed by this Agreement (as determined in good faith by the Loan Documents; senior management of the General Partner) (as in effect on the date of Incurrence of such Debt), (2) the final stated maturity date and the average life (based on the stated final maturity date and payment schedule provided at the date of all other monies agreed or provided to issuance) of such Unsecured Notes shall not be paid by Mortgagor earlier than 180 days after the Maturity Date (as in effect on the Note or the other Loan Documents; date of Incurrence of such Debt), and (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request time of Mortgagor and immediately after giving effect to each incurrence of such Debt, no Default or Mortgagee Event of Default shall have occurred and be continuing, and provided, further, that immediately upon any incurrence of Debt permitted by this clause (includingf), without limitation, the Borrowing BaseRBL Component then in effect shall be automatically reduced by an amount equal to the product of (i) modifications 25% of the required aggregate principal payment dates or interest payment dates or both, as amount of such Debt incurred (calculated at the case may be, deferring or accelerating payment dates wholly or partly; or face amount of the Debt incurred without giving effect to any original issue discount) times (ii) modifications, extensions or renewals the percentage determined by dividing the RBL Component as in effect prior to giving effect to such automatic reduction by the Borrowing Base as in effect prior to giving effect to such automatic reduction and (b) any Permitted Refinancing Debt in respect thereof; (g) Debt of an Obligor in the form of guarantees and other “Debt” of the type described in clause (g) or clause (h) of the definition of Debt, in each case, in respect of Debt or any part thereof at a different rate of interest whether or otherwise permitted under this Section 9.02; (h) Debt outstanding under the Subordinated Notes; and[Intentionally Omitted]; and (i) other unsecured Debt not to exceed $5,000,000 in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of aggregate at any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyone time outstanding.

Debt. This Security Instrument The Borrower will not, and the grantswill not permit or cause any of its Restricted Subsidiaries to, assignments create, incur, assume or suffer to exist any Debt other than: (i) Debt incurred pursuant to this Agreement and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (ii) Debt existing, or relating to commitments existing, on the date hereof, all as set forth in SCHEDULE 6.2 attached hereto, and any extensions, refundings or renewals thereof on the same terms or other terms satisfactory to the Required Lenders; provided, however, that neither the principal amount thereof nor the interest rate thereon shall be increased, nor shall the amortization schedule thereof be shortened; (3iii) Debt under leases not constituting Capital Leases; (iv) accrued expenses, current trade payables and other current liabilities arising in the ordinary course of business and not incurred through the borrowing of money; (v) unsecured intercompany Debt (x) of any Restricted Subsidiary to the Borrower (subject to SECTION 6.7(G) hereof), (y) of any Subsidiary to a Restricted Subsidiary, and (z) of the Borrower to any Subsidiary, provided that any such Debt under this clause (v), if requested by the Agent, is evidenced by one or more promissory notes pledged to the Agent pursuant to the Pledge Agreement, is payable on demand and, as to Debt described in clause (z), is fully subordinated in right of payment to the Obligations; (vi) Contingent Obligations permitted by SECTION 6.3; (vii) Debt of the Borrower under any Swap Agreement with a Lender relating to the Debt incurred under this Agreement; provided that the notional amount of all sums advanced such agreements at any time shall not exceed the aggregate amount of the Commitments at such time; (viii) Debt assumed or incurred in connection with any Acquisition (excluding Debt incurred pursuant to this Security Instrument to protect and preserve the Property Agreement and the Lien and other Loan Documents as set forth in SECTION 6.2(I)), to the security interest created hereby; (4) extent approved in writing by the payment of all sums advanced and costs and expenses incurred by Mortgagee Required Lenders in connection with the such Acquisition; (ix) Subordinated Debt; and (x) other Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, Debt secured by liens described in clause (iE) modifications of the required definition of Permitted Liens) in an aggregate principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or amount at any part thereof at a different rate of interest whether or time outstanding not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or exceed $10,000,000 for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by Borrower and its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyRestricted Subsidiaries.

Debt. This Security Instrument Create, incur, assume or suffer to exist, or permit any of ---- its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (i) in the case of the Borrower, (A) Debt owed to its Subsidiaries; so long as at the time of incurrence of such Debt, foreclosure proceedings shall not have been commenced with respect to any stock or assets of such Subsidiaries, (B) Debt in respect of Hedge Agreements not entered into for speculative purposes and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the grantsordinary course of business and consistent with prudent business practice, assignments and (C) Debt in respect of guarantees by the Borrower of the Obligations of Foreign Subsidiaries under bank overdraft facilities permitted under Section 5.02(b)(iii)(I), (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower to the extent permitted under Section 5.02(f); and (iii) in the case of the Borrower and transfers made any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in Article I are given for the purpose of securing aggregate $10,000,000 at any time outstanding, (C) Capitalized Leases in an aggregate amount, calculated in accordance with GAAP, not to exceed in the followingaggregate $10,000,000 at any time outstanding, (D) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such order -------- extending, refunding or refinancing Debt, and of priority as Mortgagee may determine any agreement entered into and of any instrument issued in its sole discretion (the "Debt"): (1) all principalconnection therewith, interest and other amounts due under or secured are otherwise permitted by the Loan Documents; Documents and provided further that the principal amount of such Surviving Debt -------- ------ shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (2E) Subordinated Debt under the payment Subordinated Notes Indentures, (F) Debt of all any Person that becomes a Subsidiary of the Borrower after the First Closing Date in accordance with the terms of Section 5.02(f) that is existing at the time such Person becomes a Subsidiary of the Borrower, (G) Debt in an aggregate principal amount not to exceed $5,000,000 outstanding at any time and consisting of letters of credit (other monies agreed or provided than Letters of Credit issued hereunder) and reimbursement obligations in respect thereof, (H) other Debt in an aggregate amount not to be paid by Mortgagor exceed $5,000,000 at any time outstanding, (I) in the Note case of Foreign Subsidiaries, Debt under bank overdraft facilities in an aggregate amount not to exceed $10,000,000 at any time outstanding, (J) indorsement of negotiable instruments for deposit or collection or similar transactions in the other Loan Documents; ordinary course of business, and (3K) the payment Debt consisting of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee repurchase arrangements in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or financing of bowling equipment sales by the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, Borrower and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anySubsidiaries.

Debt. This Security Instrument Neither the Borrower nor any of its Subsidiaries shall incur or maintain any Debt, other than: (a) the Obligations; (b) the Term Loan Debt, provided that: (i) such Debt is subject at all times to an intercreditor agreement in form and substance satisfactory to the grantsAgent; and (ii) such Debt shall be subject to the following additional limitations: (w) the principal amount outstanding at any one time under the Term Loan Documents shall not exceed Fifty-two Million Dollars ($52,000,000); (x) no advances shall be made under the Term Loan Documents after June 30, assignments and transfers 2005; (y) all advances made under the Term Loan Documents in Article I are given excess of the initial Fifteen Million Dollars ($15,000,000), other than the Tranche C Loan (as defined in the Term Loan Documents), shall be used solely for the purpose Clean Fuels Project; and (z) the Term Loan Documents shall be in form and substance satisfactory to the Agent; (c) Subordinated Debt; (d) Debt described on Schedule 6.9; (e) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment, provided that: (i) Liens securing the following, in such order of priority as Mortgagee may determine in its sole discretion (same attach only to the "Debt"): (1) all principal, interest and other amounts due under or secured Equipment acquired by the Loan Documentsincurrence of such Debt; and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed Five Hundred Thousand Dollars ($500,000) at any time; (f) Debt evidencing a refunding, renewal, or extension of the Debt described on Schedule 6.9; provided that: (i) the principal amount thereof is not increased; (2ii) the payment of all other monies agreed Liens, if any, securing such refunded, renewed, or provided extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be paid by Mortgagor in the Note refunded, renewed or the other Loan Documentsextended; (3iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof; and (iv) the payment terms of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereofsuch refunding, any renewal, extensionor extension are no less favorable to the Borrower, modification, consolidation, change, substitution or restatement or any part thereofthe Agent, or the acquisition or perfection of Lenders than the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee original Debt; and (including, without limitation, (ig) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, permitted pursuant to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anySection 7.12.

Debt. This Security Instrument and Neither it nor any of its Restricted Subsidiaries will incur, create, assume or permit to exist any Debt, except: (a) the grantsLoans, assignments and transfers made in Article I are given the BA Equivalent Loans, the Bankers’ Acceptances or other Indebtedness or any guaranty of or suretyship arrangement for the purpose Loans, the BA Equivalent Loans, the Bankers’ Acceptances or other Indebtedness; (b) Debt of it or its Subsidiaries existing on the Initial Funding Date which is reflected on Schedule 10.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof, exclusive of the Existing Indebtedness (except for the amounts set forth in Section 9.10(b) and subject to the proviso below), with financial covenants not materially more restrictive, taken as a whole, than those existing on the Initial Funding Date; provided that any agreements evidencing or securing the following8.625% Notes shall be supplemented to modify the existing agreements to contain terms and conditions reasonably satisfactory to the US Administrative Agent; (c) Debt with respect to the ABS Facility subject to the Intercreditor Agreement, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided not to be paid by Mortgagor exceed $1,000,000,000 in the Note or aggregate (as such amount may be reduced as provided in the other Loan Documentsdefinition of “ABS Facility” and in Section 2.03(a)(ii)(I)) outstanding at any time; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt provided that no US Borrower or any part thereofDomestic Subsidiary other than the ABS Subsidiaries is liable for such Debt; (d) accounts payable (other than any accounts payable by any ABS Subsidiary) (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitationif greater than 90 days past due, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefore or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or would not exceed $25,000,000 in the case aggregate outstanding at any time; (e) Debt of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesit and its Restricted Subsidiaries (other than any ABS Subsidiary) under Hedging Agreements which are for bona fide business purposes and are not speculative; (f) other Debt of it and its Domestic Subsidiaries (other than any ABS Subsidiary); provided that (5A) all principalno Default or Event of Default (after giving pro forma effect to the incurrence of such Debt) exists and is continuing after the incurrence thereof, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for (B) the benefit scheduled final maturity of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, such Debt is secured hereby; at least six (6) all months after scheduled final the Revolving Loan Maturity Date and the scheduled final Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the Revolving Loan Maturity Date and the Term Loan Maturity Date and (D) such Debt (i) has terms substantially similar to those customary in high-yield facilities or (ii) contains financial covenants not materially more restrictive, taken as a whole, than those existing hereunder; (g) Debt meeting the qualifications set forth in Section 10.01(f) assumed by the US Borrower or one of its Restricted Subsidiaries (other indebtednessthan any ABS Subsidiary), obligations or of a Restricted Subsidiary of the US Borrower acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement (and liabilities now or hereafter existing extensions, renewals, refundings and refinancings thereof that do not increase the principal thereof except for costs incurring in connection with such extensions, renewals, refundings and refinancings); provided that up to $200,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 10.01(f)(B), (C) and (D); (h) Debt (other than Debt of any kind ABS Subsidiary) evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that, except for intercompany Capital Leases between Restricted Subsidiaries or between the US Borrower and any Restricted Subsidiary, in no event shall the aggregate principal amount of Mortgagor Capital Lease Obligations and Purchase Money Indebtedness permitted under this clause (h) exceed $50,000,000 at any time outstanding; (i) Debt with respect to Mortgagee under documents which recite appeal and similar bonds in connection with judgments that they are intended to be secured by this Security Instrument; and (7) payment and performance do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all covenants appeal and obligations hereunder similar bonds permitted under this clause (i) shall not exceed $50,000,000 in the aggregate outstanding at any time; (j) Debt of any Foreign Subsidiary used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and under general business purposes not to exceed $200,000,000; provided that no more than $100,000,000 in the Loan Documents, if any.aggregate outstanding at any time of such Debt shall be Debt which is other than Non-Recourse Foreign Debt; (k) Debt of the US Borrower owed to any Restricted Subsidiary (other than any ABS Subsidiary) and any Debt owed by any Restricted Subsidiary (other than any ABS Subsidiary) to the US Borrower or to any other Restricted Subsidiary (other than any ABS Subsidiary); (l) other Debt (other than Debt of any ABS Subsidiary) not to exceed $50,000,000 in the aggregate outstanding at any time; (m) guaranties entered into by the US Borrower or any Restricted Subsidiary (other than any ABS Subsidiary) that guarantee the performance (but not Debt for borrowed

Debt. This Security Instrument The Borrower shall not, nor shall it permit any Subsidiary to, issue, incur, assume, create, have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of a letter of credit which supports an obligation of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrower owing to the Administrative Agent and the grantsLenders (and their Affiliates); (b) obligations of the Borrower or any Subsidiary arising out of interest rate, assignments foreign currency, and transfers made commodity hedging agreements entered into with financial institutions in Article I are given connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the purpose ordinary course of securing business; (d) intercompany advances from time to time owing by any Subsidiary to the followingBorrower or another Subsidiary or by the Borrower to a Subsidiary, Guarantees and similar undertakings by the Borrower or a Subsidiary in respect of such obligations of the Borrower or any Subsidiary; 49 #92469623v14 49 (e) Debt outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such order refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of priority as Mortgagee may determine any Person that becomes a Subsidiary of the Borrower after the date hereof or is amalgamated with, merged into or consolidated with the Borrower or any Subsidiary of the Borrower after the date hereof, which is existing at the time such Person becomes a Subsidiary of the Borrower or is so amalgamated, merged or consolidated (other than Debt incurred solely in its sole discretion contemplation of such Person’s becoming a Subsidiary of the Borrower); (the "g) Guarantees by any Subsidiary of any Debt of any other Subsidiary; (h) unsecured Debt"): (1) all principal, interest Guarantees and other amounts due obligations incurred by the Borrower or any Foreign Subsidiary under or secured with respect to the Revolving Credit Agreement (as amended, amended and restated, replaced or refinanced from time to time); (a) Priority Debt and (b) obligations of Subsidiaries in respect of letters of credit, in each case, not otherwise permitted by this Section 8.7; provided that the Loan Documents; (2) sum of the payment aggregate principal amount of all such Priority Debt and other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced obligations incurred pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, clause (i) modifications of the required principal payment dates or interest payment dates or both(when taken together, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not but in the case of a notesuch obligations in clause (b), only including the modification, extension amount of obligations constituting reimbursement obligations with respect to such letters of credit to the extent drawn) plus (without duplication) the aggregate principal amount of indebtedness or renewal is evidenced other obligations secured by a new or additional promissory note or notes); (5Lien pursuant to Section 8.8(j) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit do not exceed 10% of Consolidated Total Capitalization as of the owner most recently ended fiscal quarter of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured herebyBorrower at any time; and (6j) all other indebtedness, Debt of the Borrower and obligations and liabilities now or hereafter existing of any kind the Borrower in respect of Mortgagor to Mortgagee under documents which recite that they are intended to be secured letters of credit not otherwise permitted by this Security InstrumentSection 8.7; and (7provided that immediately after the incurrence thereof the Borrower is in compliance on a pro forma basis with Section 8.20(a) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anyhereof.

Debt. This Security Instrument Incur or permit any of its Subsidiaries to Incur any Debt other than: (i) Debt under the Loan Documents and the grantsFirst Lien Loan Documents; (ii) (A) Subordinated Debt of the Loan Parties under the Third Lien Loan Documents outstanding at any time in an aggregate principal amount not to exceed $20,000,000 (exclusive of paid-in-kind interest thereon in accordance with the Third Lien Loan Documents) and (B) Subordinated Debt of the Loan Parties outstanding at any time in an aggregate principal amount not to exceed $30,000,000, assignments in each case, on terms and transfers made conditions no less favorable to the Lenders and the First Lien Lenders than under the Third Lien Loan Documents, provided, that (A) the maturity of such Subordinated Debt is at least 91 days following the final maturity date of this Facility, (B) the Administrative Agent and the Required Lenders are reasonably satisfied that the Parent and its Subsidiaries shall be in Article I are given compliance with the provisions of the Loan Documents for the purpose period from the Incurrence of securing such Subordinated Debt through the followingfinal maturity date of this Facility, and (C) the Required Lenders have approved the terms of the subordination relating to such Subordinated Debt; (iii) (A) Capitalized Leases (other than Surviving Debt) not to exceed in such order the aggregate $7,500,000; (iv) the Surviving Debt; (v) unsecured Debt of priority as Mortgagee may determine in its sole discretion the Parent (“Permitted Parent Debt”) that (A) is not subject to any guarantee by any Subsidiary of the "Debt"): Parent, (1B) all will not mature prior to the date that is ninety-one (91) days after the Termination Date, (C) has no scheduled amortization or payments of principal, (D) does not permit any payments in cash of interest and or other amounts due in respect of the principal thereof for at least five (5) years from the date of the issuance or incurrence thereof, and (E) has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, taken as a whole; provided, any such Debt shall constitute Permitted Parent Debt only if (i) both before and after giving effect to the issuance or secured by incurrence thereof, no Default or Event of Default shall have occurred and be continuing, (ii) the chief financial officer of Parent or the Borrower shall have delivered an officer’s certificate demonstrating pro forma compliance with the covenants set forth in Section 5.02(q) in form and substance reasonably satisfactory to the Administrative Agent, it being understood that any capitalized or paid-in-kind interest or accreted principal on such Debt shall not constitute an issuance or incurrence of Debt for purposes of this proviso; (vi) Debt of the Borrower under Hedge Agreements; provided, that such agreements (A) are designed solely to protect the Loan Documents; Parties against fluctuations in foreign currency exchange rates or interest rates and (2B) do not increase the payment Debt of all the obligor thereunder outstanding at any time other monies agreed than as a result of fluctuations in foreign currency exchange rates or provided to be paid interest rates or by Mortgagor in the Note or the other Loan Documents; reason of fees, indemnities and compensation payable thereunder; (3vii) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee Debt Incurred in connection with the refinancing of any Debt permitted under Section 5.02(b)(i) or any part thereof, any renewal, extension, modification, consolidation, change, substitution (iii) or restatement clause (c) or any part thereof, or the acquisition or perfection clause (d) of the security therefor, whether made or incurred at the request definition of Mortgagor or Mortgagee Assumed BTI Debt (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of other than the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, Permitted Refinancings, Replacement Refinancings or Receivables Refinancings), provided, that the Debt Incurred in connection with such refinancing (A) has a scheduled maturity date that is on or after the scheduled maturity date of the Debt being refinanced, (B) has a weighted average life to maturity that is equal to or longer than the remaining weighted average life to maturity of the Debt being refinanced, determined immediately prior to giving effect to such refinancing, (C) does not include any provisions that may require mandatory prepayment of such Debt prior to its scheduled maturity, other than scheduled prepayments taken into consideration in determining compliance with clause (B) above and other provisions that are not materially more burdensome to the obligor thereunder than any such provisions included in the Debt being refinanced, (D) is Incurred by the same Person that Incurred the Debt being refinanced and is not Guaranteed or secured by any Lien unless the Debt being refinanced was Guaranteed or secured by a Lien (in which case such Debt shall not be Guaranteed by any Person that did not Guarantee the Debt being refinanced and shall not be secured by a Lien on any asset that did not secure the Debt being refinanced), (E) if any.the refinanced Debt was subordinated to the Debt under the Loan Documents, such Debt is subordinated to the Debt under the Loan Documents on terms no less favorable to the Lenders than the terms on which the Debt being refinanced was so subordinated, and (F) has an aggregate principal amount which is equal to the Debt being refinanced, provided, that the Debt Incurred in connection with such refinancing may have an aggregate

Debt. This Security Instrument and No Loan Party shall incur or maintain any Debt, other than: (a) the grants, assignments and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan DocumentsObligations; (2b) Debt described on Schedule 7.13; (c) Debt of Salton Holdings Limited and Salton Europe Limited, under the Facility Agreement dated 23rd December 2005 among those entities, the lender parties listed therein, Burdale Financial Limited as agent and security trustee, as amended to the date hereof not exceeding the principal amount outstanding set forth on Annex C, Section II during the corresponding periods set forth on Annex C, Section II; (d) [Reserved]; (e) the payment Senior Notes in a principal amount equal to the principal amount outstanding on August 8,2007 less any repayments of all other monies agreed or provided to be paid by Mortgagor in principal of the Note or the other Loan DocumentsSenior Notes after such date; (3f) the payment of all sums advanced pursuant Intercompany Account so long as such Debt is to this Security Instrument to protect the Subordination Agreement and, provided that, from and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereofafter May 11, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, 2005 (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or no Borrower Party shall make any Investment in a Foreign Subsidiary and (ii) modificationsno Foreign Subsidiary shall make any Investment in another Foreign Subsidiary; (g) Debt in respect of foreign currency hedging agreements with aggregate notional amounts not greater than $2,000,000 at any time; (h) [Reserved]; ( i) [Reserved]; ( j) [Reserved]: (k) the Second Lien Term Loan in a principal amount outstanding on August 8, extensions or renewals 2007 less any repayments of principal of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes)Second Lien Term Loan after such date; (5l) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument[Reserved]; and (7m) payment and performance of all covenants and obligations hereunder and Debt incurred under the Reimbursement and Credit Agreement to fund the purchase of Loans under Section 1(a) of the Loan DocumentsPurchase Agreement in a principal amount not exceeding the Purchase Price (as defined in the Loan Purchase Agreement) of such Loans, if anyplus fees not to exceed $5,000,000 and expenses reimbursable thereunder. Notwithstanding anything to the contrary contained herein, the Parent shall not, directly or indirectly, enter into any amendment or modification of the documents evidencing the Debt permitted under clause (g) above that is any manner adverse to the Parent, any Subsidiary, the Agent, the Co-agent or any Lender. Notwithstanding anything to the contrary contained herein, no Borrower Party shall, directly or indirectly, enter into any amendment or modification of the documents evidencing the Debt permitted under clauses (e), (f), (k) or (m) above or any other Second Lien Loan Document or any other Reimbursement Loan Document.

Debt. This Security Instrument Not, and the grantsnot permit any other Loan Party to, assignments create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (b) Debt under any Approved AR Loan Facility and extensions, renewals and re-financings thereof; provided that the aggregate principal amount (3excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith) at any time outstanding in relation to such Approved AR Loan Facility shall not exceed $5,000,000; provided that, (A) the payment principal amount of such Debt (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith) is not increased pursuant to any such renewal, extension, refunding or refinancing, and (B) any such refinancing renewal, extension or refunding shall continue to constitute usage of any basket under which such Debt was originally incurred, created or assumed; (c) Subordinated Debt and extensions, renewals, and re-financings thereof; (d) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate principal amount of all sums advanced pursuant such Debt (excluding an amount equal to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs accrued interest, premiums, fees and expenses associated therewith or with any extension, renewal or re-financing) permitted under Section 7.2(d) at any time outstanding shall not exceed $500,000; (e) Debt with respect to any Hedging Obligations incurred by Mortgagee for bona fide hedging purposes and not for speculation; (f) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the Debt acquisition or disposition of any part thereofbusiness, assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereofLoan Party incurred in the ordinary course of business, or (iii) representing customer deposits and advance payments received in the acquisition or perfection ordinary course of business from customers for goods purchased in the security thereforordinary course of business; (g) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, whether made or incurred at the request of Mortgagor or Mortgagee (netting services, overdraft protection and similar arrangements, and including, without limitation, treasury, depository, credit or debit card, “p-cards,” electronic funds transfer, foreign exchange services, zero balance arrangements, liquidity management tools (such as physical pooling or cash concentration) and other cash management arrangements, including any other [Biolase] Credit Agreement #61304369 arrangement designated in good faith by any Borrower to Agent as being a “cash management arrangement,” in each case incurred in the ordinary course of business; (h) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (i) modifications Debt described on Schedule 7.1 as of the required principal payment dates Closing Date, and any extension or interest payment dates or both, renewal thereof so long (i) as the case may beprincipal amount thereof is not increased, deferring or accelerating payment dates wholly or partly; or (ii) modificationsas the terms and conditions of such extension, extensions renewal or renewals of refinancing are substantially identical to the Debt or any part thereof at a different rate of interest whether or not in the case of a noteoriginal Debt, the modification, (iii) as to such extension or renewal renewal, no collateral or other form of security is evidenced granted by a new or additional promissory note or notes)Borrower in connection therewith; and (5j) all principalunsecured Debt (which for further clarity shall exclude accounts payable, interesttake-or-pay contracts, and other amounts which may hereafter be loaned current liabilities incurred by MortgageeLoan Parties in the ordinary course of business), its successors in addition to the Debt listed above, in an aggregate principal outstanding amount (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith or assignswith any extension, renewal or re-financing) not at any time exceeding $250,000 and extensions, renewals and re-financings thereof; (k) to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtednessextent constituting Debt, obligations and liabilities now due by any Loan Party or hereafter existing of any kind of Mortgagor to Mortgagee Subsidiary thereof under documents which recite that they are intended to be secured by this Security Instrument; and such Loan Party’s or their respective Subsidiaries’ Product warranty programs; (7l) payment and performance of all covenants and obligations hereunder and under Debt arising from cash pooling arrangements among the Loan Documents, if anyParties and their Subsidiaries; and (m) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business.

Debt. This Security Instrument and the grantsPermit any of its Subsidiaries to create, assignments and transfers made in Article I are given for the purpose of securing the followingincur, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under assume or secured by the Loan Documents; (2) the payment of all other monies agreed or provided suffer to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereofexist, any renewalDebt, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, except: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents; (ii) Debt under the LC Facilities and in respect of the letters of credit referred to in Section 7.02(a)(vi) hereof; (iii) Debt existing on the Effective Date and described on Schedule XIII hereto; (iv) Debt of any Subsidiary of the Borrower which is not a Guarantor owed to any other such Subsidiary, and Debt of a Guarantor owed to the Borrower or any Subsidiary of the Borrower; (v) Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Section 7.02(a)(ii) hereof in an aggregate principal amount not to exceed, when aggregated with the principal amount of all Debt incurred under clause (vi) of this Section 7.02(b), $50,000,000 any time outstanding; (vi) Capitalized Leases incurred after the date of this Agreement which, when the principal amount thereof is aggregated with the principal amount of all Debt incurred under clause (v) of this Section 7.02(b), do not exceed $50,000,000 at any time outstanding; (vii) Unsecured Debt not otherwise permitted under this Section 7.02(b) in an aggregate amount not to exceed $200,000,000 at any time outstanding; (viii) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (ix) Debt referred to in Section 7.02(a)(iii) hereof in a principal amount not in excess of the amount referred to therein; (x) Debt extending the maturity of, or refunding, refinancing or replacing, in whole or in part, any Debt incurred under clause (iii) of this Section 7.02(b); provided, however, that (A) the aggregate principal amount of such extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement, (B) the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding, refinancing or replacement if such change would be adverse to the interests of the Borrower, (C) such extended, refunding, refinancing or replacement Debt shall not mature prior to the stated maturity date or mandatory redemption date of the Debt being so extended, refunded, refinanced or replaced, and (D) if the Debt being so extended, refunded, refinanced or replaced is subordinated in right of payment or otherwise to the Obligations or any of the Borrower's Subsidiaries under and in respect of the Loan Documents, such extended, refunding, refinancing or replacement Debt shall be subordinated to such Obligations to at least the same extent; (xi) Guarantees by a Guarantor of Debt of another Guarantor permitted hereunder or Guarantees by a Subsidiary of the Borrower which is not a Guarantor of Debt permitted hereunder of a Guarantor or of another such Subsidiary; and (xii) Debt of any Subsidiary of the Borrower which is not a Guarantor owed to the Borrower or a Guarantor in an outstanding principal amount, when combined with the aggregate purchase price of securities and dollar amount of capital contributions made pursuant to Section 7.02(d)(ii) hereof, not in excess of the then applicable limitation on Investments in such Section.

Debt. This Security Instrument (a) The Account Party shall not, and shall not permit any of its Subsidiaries to, incur, assume, create or suffer to exist any Debt (including any Guarantees of Debt, surety bonds and obligations in respect of letters of credit), except for: (i) Debt under the grants, assignments Loan Documents and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion any Guarantees thereof; (the "Debt"): ii) Debt incurred by a Subsidiary (A) (1) all principalto finance the development, interest and other amounts due under acquisition, construction, operation, maintenance or secured working capital requirements of a Power Project or any unrelated business operated or managed (including on a joint basis with others), directly or indirectly, by the Loan Documents; Account Party and in which such Subsidiary has a direct or indirect interest or (2) the payment in respect of any letter of credit issued in replacement of funds on deposit in any debt service reserve or other similar account of a Power Project in which such Subsidiary has a direct or indirect interest (up to a maximum aggregate stated amount of all such letters of credit of all Subsidiaries equal to $100,000,000) to the extent that such funds so replaced are received by the Account Party as a result of such funds being used to pay dividends or make distributions on the capital stock of such Subsidiary and any other monies agreed or provided to be paid by Mortgagor Subsidiary in the Note chain of ownership between the Account Party and such Subsidiary and (B) that is not also the Debt of, or Guaranteed by, any other Subsidiary with an interest in any other Power Project or unrelated business (except for Debt incurred or assumed by Subsidiaries of the Account Party (other than Specified Subsidiaries) which, at the time such Debt was incurred or assumed, in the aggregate, represent less than 50% of the Parent Operating Cash Flow (other than Parent Operating Cash Flow attributable to Specified Subsidiaries) for the immediately preceding four fiscal quarters); (iii) Debt existing on the date hereof (other than Debt under the Existing Credit Facility); (iv) Debt under the Existing Credit Facility; PROVIDED, HOWEVER, that the aggregate principal amount of such Debt at any time outstanding, and the aggregate amount of commitments under the Existing Credit Facility, shall not exceed $650,000,000 UNLESS (A) the Subsidiary Guaranties are irrevocably released or terminated in their entirety (so that the Existing Credit Facility does not have the benefit of any Guarantees) or (B) the Account Party's obligations hereunder and under the other Loan DocumentsDocuments are equally and ratably guaranteed by the Subsidiary Guarantors pursuant to guaranty agreements in form and substance substantially similar to the Subsidiary Guaranties; (v) Debt owing to the Account Party or a Consolidated Subsidiary of the Account Party; (vi) Debt of the Account Party or its Subsidiaries representing a refinancing, replacement or refunding of Debt permitted by clauses (ii) and (iii) above; PROVIDED that (3A) the payment aggregate principal amount of all sums advanced pursuant to this Security Instrument to protect and preserve such Debt outstanding or available will not be increased at the Property and time of such refinancing, replacement or refunding (other than (1) in the Lien and the security interest created hereby; case of Debt (4"HAWAII REFINANCING DEBT") the payment refinancing, replacing or refunding Debt of all sums advanced and costs and expenses incurred by Mortgagee in connection with the AES Hawaii, Inc. outstanding on May 15, 1997 ("REPLACED HAWAII DEBT") (so long as such Hawaii Refinancing Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereofhas no scheduled principal repayments, or principal payments at the acquisition or perfection option of the security thereforholder thereof in the absence of the occurrence of specified events, whether made in any such case in excess of those required under the Replaced Hawaii Debt, prior to June 1, 2004), an increase of up to $300,000,000 in excess of the aggregate principal amount of Debt that is being refinanced, replaced or incurred refunded to the extent that proceeds in at least the request amount of Mortgagor such increase are received by the Account Party as a result of such proceeds being used to pay dividends or Mortgagee make distributions on the capital stock of such Subsidiary and any other Subsidiary in the chain of ownership between the Account Party and such Subsidiary, (2) in the case of Debt refinancing, replacing or refunding Debt of the corporations or other entities that hold the Account Party's interest in the Tiszai II and Tiszaipalkonya Power Projects (including, without limitation, (i) modifications Debt of a Subsidiary of the required principal payment dates Account Party that does not have a direct or indirect interest payment dates in any other Power Project, the proceeds of which are used to refinance such Debt of such corporations or bothother entities and to pay dividends to the Account Party) outstanding on October 21, as the case may be1997, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals an increase of up to $85,000,000 in excess of the aggregate principal amount of Debt that is being refinanced, replaced or refunded to the extent that proceeds of at least $45,000,000 are received by the Account Party as a result of such proceeds being used to pay dividends or make distributions on the capital stock of such Subsidiary and any part thereof at a different rate other Subsidiary in the chain of interest whether or not ownership between the Account Party and such Subsidiary and (3) in the case of Debt refinancing, replacing or refunding Debt of Dominican Power Partners, LDC ("DPP") outstanding on October 21, 1997 (including, without limitation, Debt of AES Los Mina Finance Company the proceeds of which are used to refinance such Debt of DPP and to pay dividends to the Account Party), an increase of up to $100,000,000 in excess of the aggregate principal amount of Debt that is being refinanced, replaced or refunded to the extent that proceeds of at least $80,000,000 are received by the Account Party as a noteresult of such proceeds being used to pay dividends or make distributions on the capital stock of such Subsidiary and any other Subsidiary in the chain of ownership between the Account Party and such Subsidiary), (B) no obligor shall be liable for any such Debt except to the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or extent that it was liable for the benefit Debt so refinanced, replaced or refunded (except that (I) AES Los Mina Finance Company may incur Debt the proceeds of which are used to refinance Debt of DPP and pay dividends to the Account Party, (II) a Subsidiary of the owner Account Party that does not have a direct or indirect interest in any other Power Project may incur Debt the proceeds of which are used to refinance Debt of the Property, when evidenced by a promissory note corporations or other instrument whichentities that hold the Account Party's interest in the Tiszai II and Tiszaipalkonya Power Projects and pay dividends to the Account Party, by its terms(III) a Subsidiary of the Account Party that does not have a direct or indirect interest in any Power Project other than AES Sul Distribudora Gaucha de Energia S.A. ("AES SUL") may incur Debt the proceeds of which are used to refinance Debt of AES Sul and (IV) a Subsidiary of the Account Party (the "REFINANCING SUBSIDIARY") that has a direct or indirect interest in a Power Project may incur Debt the proceeds of which are used to refinance Debt of another Subsidiary of the Account Party (the "REFINANCED SUBSIDIARY") that has a direct or indirect interest in such Power Project, PROVIDED that the Refinancing Subsidiary has no direct or indirect interest in any Power Project other than Power Projects in which the Refinanced Subsidiary has a direct or indirect interest) and (C) if any Debt being refinanced, replaced or refunded is secured hereby; (6) all other indebtedness, obligations and liabilities now subordinated to the Debt of the Account Party hereunder or hereafter existing of any kind Subsidiary under any Guarantee thereof, such Debt shall be subordinated at least to the same extent; (vii) Guarantees by the Account Party of Mortgagor (x) Debt permitted by clause (ii)(A)(1) above, (y) Debt permitted by clause (ii)(A)(2) above in respect of letters of credit issued in replacement of debt service reserve or other similar accounts related to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; the AES Hawaii (formerly known as Barbers Point), Shady Point or Thames Power Projects and (7z) payment and performance to the extent that the same constitutes a refinancing of all covenants and obligations hereunder and Debt referred to in subclause (x) or (y) above, Debt permitted under the Loan Documents, if any.clause (vi) above;

Debt. This Security Instrument Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the grants, assignments and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3ii)(A) Surviving Debt, Debt and leases (including any operating leases recharacterized as capital leases) outstanding on the Effective Date that are in each case permitted under the Existing DIP Agreement as in effect immediately prior to the Effective Date (as modified by amendments, modifications or waivers thereto (other than those that in the reasonable judgment of the Administrative Agent are adverse to the interests of the Lenders in more than a de minimis respect)) and (in the case of the Loan Parties) contemplated under (and remaining outstanding on the Effective Date in accordance with) the payment Plan and/or the Disclosure Statement (such Debt and leases, together with Surviving Debt, the "Effective Date Debt"), Debt under the Term Facility in an aggregate principal amount not to exceed $420,000,000 at any time outstanding, and Debt under the Senior Notes in an aggregate principal amount not to exceed $455,000,000 at any time outstanding, and (B) any Permitted Refinancing Debt refunding, replacing or refinancing, in whole or in part, any Effective Date Debt or any such Debt under the Term Facility or the Senior Notes; provided that the terms of all sums advanced any such extending, refunding, replacing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents and such refunding or refinancing complies with Section 5.02(j); (iii) Debt arising from Investments among the Company and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate principal amount not in excess of $50,000,000 (or the foreign currency equivalent) at any time outstanding; (vii) Debt constituting mortgage financing, purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate amount outstanding at any time not in excess of $30,000,000; (viii) (A) Debt in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt outstanding under Cash Management Agreements; (ix) Debt which may be deemed to exist pursuant to this Security Instrument any surety bonds, appeal bonds or similar obligations or guarantees or letters of credit, in each case incurred in connection with any judgment not constituting an Event of Default or arising from agreements providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, surety, performance, bid or appeal bonds and other similar types of performance and completion guarantees securing any obligations of the Company or any Subsidiary pursuant to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses such agreements, in any case incurred by Mortgagee or assumed in connection with the disposition or acquisition of any business, assets or Equity Interests held by a Subsidiary (other than guarantees of Debt incurred by any Person acquiring all or any part thereofportion of such business, any renewalassets or Equity Interests held by a Subsidiary for the purpose of financing such acquisition), extension, modification, consolidation, change, substitution or restatement so long as the amount does not exceed the gross proceeds actually received by the Company or any part Subsidiary in connection with such disposition; (x) Debt of Foreign Subsidiaries arising under any Foreign Asset Based Financing, in an aggregate principal amount for all such Foreign Asset Based Financings not to exceed $250,000,000 (or the foreign currency equivalent) at any time outstanding; (xi) Debt not otherwise permitted hereunder in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; (xii) Debt under Specified Credit Agreements not in excess of $25,000,000 at any one time outstanding; (xiii) Permitted Acquired Debt and Permitted Refinancing Debt refunding, replacing or refinancing, in whole or in part, such Permitted Acquired Debt, provided, that the aggregate amount of Debt under this clause (xiii) shall not exceed $100,000,000 at any time outstanding; (xiv) Debt incurred on behalf of Joint Ventures of the Company or any Subsidiary not to exceed, at any one time outstanding, together with any Guarantee Obligations incurred in reliance on Section 5.02(c)(vii), the greater of $50,000,000 and 2.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of such Debt); (xv) Debt constituting guarantees permitted under Section 5.02(c)(vi); (xvi) an aggregate of up to $25,000,000 of Debt at any one time outstanding constituting obligations with respect to letters of credit issued, or surety bonds incurred, in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Debt with respect to reimbursement obligations regarding workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance or similar requirements, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Debt with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that, upon the drawing of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 Business Days following such drawing or incurrence; (xvii) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (xviii) Debt consisting of take-or-pay obligations contained in supply agreements relating to products, services or commodities of a type that the Company or any of its Subsidiaries uses or sells in the ordinary course of business; (xix) Debt consisting of the financing of insurance premiums; (xx) Debt consisting of guarantees incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business; (xxi) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (xxii) Debt issued by the Company or a Subsidiary of the Company to future, current or former employees, directors and consultants thereof, or their respective estates, spouses or former spouses, in each case to finance the acquisition purchase or perfection redemption of Equity Interests of the security therefor, whether made or incurred at Company to the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not extent described in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesSection 5.02(e)(iii); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7xxiii) payment and performance Debt not in excess of all covenants and obligations hereunder and under $60,000,000 at any time outstanding of Foreign Subsidiaries and/or Joint Ventures to the Loan Documents, if any.extent such Debt is supported by one or more Letters of Credit. Chemtura (Revolving Facility) Credit Agreement

Debt. This Security Instrument Become or remain obligated for any Debt, except for: (a) Indebtedness to Banks hereunder; (b) current unsecured trade, utility or non-extraordinary accounts payable arising in the ordinary course of Company’s or any Subsidiary’s businesses; (c) the Existing Senior Notes and all Future Debt, together with any Permitted Refinancing of any thereof; provided that any Future Debt and any Debt issued pursuant to a Permitted Refinancing of the grantsExisting Senior Notes or a Permitted Refinancing of any Future Debt shall comply with the following conditions: (i) such Debt shall have a term extending at least beyond the Revolving Credit Maturity Date then in effect, assignments and transfers made in Article I are given for with an amortization schedule not greater than level amortization to maturity; (ii) such Debt shall be (x) unsecured, or (y) to the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or extent secured by the Loan DocumentsCollateral, (A) secured on a pari passu or junior basis, in respect of the Collateral, with the Indebtedness hereunder, (B) subject to an intercreditor agreement containing terms reasonably acceptable to Agent, which may be by means of a joinder to the Intercreditor Agreement, and (C) the Company shall have delivered to Agent a Borrowing Base Certificate demonstrating that the Company would be in compliance with the Borrowing Base Limitation if such Debt were outstanding as of the last day of the month most recently ended; (2iii) both immediately before and immediately after such additional Debt is incurred, no Default or Event of Default (whether or not related to such new Debt, and taking into account the payment incurring of all other monies agreed such new Debt) has occurred and is continuing; (d) Subordinated Debt (together with any Permitted Refinancing thereof), provided, however, that on the date any such Debt is incurred, no Default or provided Event of Default (whether or not related to such additional Debt, and taking into account the incurring of such additional Debt) shall have occurred and be paid by Mortgagor in the Note or the other Loan Documents; continuing; (3e) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the unsecured Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee Debt (including, without limitation, Capitalized Leases, capitalized portions of operating leases, purchase money obligations and mortgage financings) secured by Liens permitted under Section 8.6(b) (and any Permitted Refinancing thereof) not to exceed an aggregate amount at any time outstanding for all such Debt (determined, in each case, when such Debt is incurred) equal to the greater of (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or Eighty-Five Million Dollars ($85,000,000) and (ii) modifications, extensions or renewals 10% of the Company’s Consolidated Tangible Net Worth (determined at the time such Debt becomes an obligation of the Company or any part thereof at Subsidiary); (f) such other Debt set forth in Schedule 8.5A and Schedule 8.5B attached hereto, if any (in addition to any other matters set forth in this Section 8.5), together with any Permitted Refinancing of any thereof; (g) (x) Debt in respect of (i) Intercompany Loans and advances by the Company to any Domestic Subsidiary that is a different rate Guarantor (or any Person that concurrently with such Intercompany Loans or advances becomes a Domestic Subsidiary that is a Guarantor) or by any Domestic Subsidiary to the Company or another Domestic Subsidiary that is a Guarantor, or, unless an Event of interest Default has occurred and continuing (both before and after giving effect thereto), by any Domestic Subsidiary or the Company to a Domestic Subsidiary that is not a Guarantor (or any Person that concurrently with such Intercompany Loans or advances becomes a Domestic Subsidiary that is not a Guarantor) provided, however, that, in each case, any such Intercompany Loan shall be evidenced by and funded under an Intercompany Note, and provided further that “Domestic Subsidiary” as used in this clause (i) shall exclude any Excluded Subsidiary, (ii) Intercompany Loans and advances by the Domestic Reinsurance Subsidiary to the Company or any Domestic Subsidiary, (iii) Intercompany Loans and advances to a Foreign Subsidiary existing immediately prior to the Effective Date and disclosed on Schedule 8.8 hereto, (iv) Intercompany Loans and advances (on a subordinated basis in relation to the Indebtedness on substantially the basis set forth in the form of Intercompany Note, attached hereto) by any Excluded Subsidiary or Foreign Subsidiary to the Company, another Foreign Subsidiary or a Domestic Subsidiary other than any Excluded Subsidiary; provided that any Intercompany Loans or advances by a Foreign Subsidiary shall not be required to be evidenced by an Intercompany Note and any Intercompany Loans or advances to a Foreign Subsidiary shall not be required to be subordinated to the Indebtedness (v) Intercompany Loans and advances by any Excluded Subsidiary, or any Foreign Subsidiary to any Excluded Subsidiary or any Foreign Subsidiary, (vi) Intercompany Loans and advances made to the Domestic Reinsurance Subsidiary that are permitted under Section 8.8(d)(vii), and (vii) any Intercompany Loans or advances made pursuant to the restructuring of ownership of the Company’s Subsidiaries to the extent necessary, upon formation, to meet minimum capitalization requirements (y) any Permitted Refinancing of any Debt in clause (x); (h) Debt under, and secured by assets transferred pursuant to, a Permitted Securitization, whether or not attributable to the Company under GAAP; (i) Debt arising under Hedging Agreements entered into by the Company and Permitted Guaranties thereof; and (j) Debt incurred or to be incurred by Company or a wholly-owned Subsidiary of Company, in an aggregate principal amount not to exceed $13,000,000, in connection with the case acquisition of real property and secured by such real property and Related Real Property Assets; (i) Debt of any Person that becomes a note, Subsidiary after the modification, extension date hereof pursuant to a Permitted Acquisition; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or renewal is evidenced by in connection with such Person becoming a new or additional promissory note or notes); (5) all principal, interestSubsidiary, and other amounts which may hereafter be loaned by Mortgagee, its successors (ii) any Permitted Refinancing of any Debt under clause (i); (l) Guarantee Obligations permitted under Section 8.4; (m) Debt owed to (including obligations in respect of letters of credit or assigns, to bank Guarantee Obligations or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits (whether to current or former employees) or property, casualty or liability insurance or self-insurance in respect of such items, or other Debt with respect to reimbursement-type obligations regarding workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance; (n) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds and cash management obligations in the ordinary course of business (including, for the avoidance of doubt, all Banking Product Obligations); and (o) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion Guarantee Obligations and similar obligations, in each case, provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business and including obligations in respect of letters of credit or bank Guarantee Obligations or similar instruments securing the performance of the owner of the Property, when evidenced by a promissory note Company or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor Subsidiary pursuant to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if anysuch agreements.