Common use of Outstanding Indebtedness; Liens Clause in Contracts

Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Sub Notes will, upon issuance at the Closing, rank senior to all other Indebtedness of the Company or any of the Subsidiaries (other than the Indebtedness under the Senior Notes and the FNBW Indebtedness) and, by virtue of their secured position, and to the extent of the Collateral, to all trade account payables of the Company, and the obligations of the Subsidiaries under the Guaranty will, upon issuance of the Sub Notes at the Closing, rank senior to all other Indebtedness of the Subsidiaries other than the Senior Notes and, by virtue of the secured position of the Guaranty and to the extent of the Collateral, to all trade account payables of any of the Subsidiaries. Except as set forth on Schedule 3(z), (i) neither the Company nor any of the Subsidiaries has any, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have any, outstanding Indebtedness other than (A) pursuant to the Senior Notes, the Securities Purchase Documents and the Transaction Documents, (B) the FNBW Indebtedness and (C) the Xxxxxxxxxx Indebtedness, (ii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, Liens on any of the assets of the Company or the Subsidiaries, other than (X) pursuant to the Security Documents and (Y) the FNBW Security Interest, and (iii) there are no, and upon consummation of the transactions contemplated hereby and by the Senior Notes, the Securities Purchase Documents and the Transaction Documents there will not be any, financing statements securing obligations of any amounts filed against the Company or any of the Subsidiaries or any of their respective assets, other than under the Security Documents. As used in this Agreement, “FNBW Note” means that certain promissory note, dated July 11, 2008, in the outstanding principal amount of $150,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by North Texas to the First National Bank of Xxxxxxxxxxx (“FNBW”); “FNBW Indebtedness” means the obligation evidenced by the FNBW Note; “FNBW Security Interest” means the security interest granted by North Texas in certain of its vehicles, as specified on Schedule 3(z), in favor of FNBW, as security for the FNBW Indebtedness (as such security interest is in effect on the date hereof, without any waiver, amendment, supplement, restatement or modification after the date hereof); “Xxxxxxxxxx Note” means that certain promissory note, dated July 8, 2006, in the outstanding principal amount of $75,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by Velocity Energy Partners LP to Xxxxxx X. Xxxxxxxxxx; and “Xxxxxxxxxx Indebtedness” means the obligation evidenced by the Xxxxxxxxxx Note.

Outstanding Indebtedness; Liens. Payments Except for the Prior Notes and as set forth on Schedule 3(x), payments of principal and other payments due under the Sub Notes will, upon issuance at the Closing, rank senior to all other Indebtedness of the Company or any of its Subsidiaries, or, to the Company’s Knowledge, any of its Foreign Subsidiaries (other than the Indebtedness under the Senior Notes and the FNBW Indebtednessin right of payment, whether with respect of payment of redemptions, interest or damages or upon liquidation or dissolution or otherwise) and, by virtue of their secured position, and to the extent of the Collateral, to all trade account payables of the Company or any of its Subsidiaries, or, to the Company’s Knowledge, and the obligations any of the Subsidiaries under the Guaranty its Foreign Subsidiaries. The Notes will, upon issuance of the Sub Notes at the Closing, rank senior to all other Indebtedness pari passu with the Prior Notes in right of the Subsidiaries other than the Senior Notes andpayment, by virtue whether with respect of the secured position payment of the Guaranty and to the extent of the Collateralredemptions, to all trade account payables of any of the Subsidiariesinterest or damages or upon liquidation or dissolution or otherwise. Except for the Prior Notes and as set forth on Schedule 3(z3(x), (i) neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any of its Foreign Subsidiaries has anyhas, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have anyhave, any outstanding Indebtedness other than Permitted Indebtedness (A) pursuant to the Senior Notes, the Securities Purchase Documents and the Transaction Documents, (B) the FNBW Indebtedness and (C) the Xxxxxxxxxx Indebtednessas defined below), (ii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, Liens on any of the assets of the Company or the Subsidiaries, and its Subsidiaries other than (X) pursuant to the Permitted Liens and that created by the Security Documents and (Y) the FNBW Security InterestAgreement, and (iii) there are no, and upon consummation of the transactions contemplated hereby and by the Senior Notes, the Securities Purchase Documents and the other Transaction Documents there will not be any, financing statements securing obligations of any amounts filed against the Company or any of its Subsidiaries, or, to the Company’s Knowledge, any of its Foreign Subsidiaries or any of their respective assets, other than under the Security Documents. As used in this Agreement, “FNBW Note” means that certain promissory note, dated July 11, 2008, in the outstanding principal amount of $150,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by North Texas to the First National Bank of Xxxxxxxxxxx (“FNBW”); “FNBW Indebtedness” means the obligation evidenced by the FNBW Note; “FNBW Security Interest” means the security interest granted by North Texas in certain of its vehicles, as specified on Schedule 3(z), in favor of FNBW, as security for the FNBW Indebtedness (as such security interest is in effect on the date hereof, without any waiver, amendment, supplement, restatement or modification after the date hereof); “Xxxxxxxxxx Note” means that certain promissory note, dated July 8, 2006, in the outstanding principal amount of $75,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by Velocity Energy Partners LP to Xxxxxx X. Xxxxxxxxxx; and “Xxxxxxxxxx Indebtedness” means the obligation evidenced by the Xxxxxxxxxx Note.

Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Sub Notes will, upon issuance at the ClosingClosings, rank senior to all other Indebtedness of the Company or any of the its Subsidiaries (other than the Indebtedness under the Senior Notes and the FNBW Indebtednessin right of payment, whether with respect of payment of redemptions, interest or damages or upon liquidation or dissolution or otherwise) and, by virtue of their secured position, and to the extent of the Collateral, to all trade account payables of the Company, and the obligations of the Subsidiaries under the Guaranty will, upon issuance of the Sub Notes at the Closing, rank senior to all other Indebtedness of the Subsidiaries other than the Senior Notes and, by virtue of the secured position of the Guaranty and to the extent of the Collateral, to all trade account payables of Company or any of the its Subsidiaries. Except as set forth on Schedule 3(z3(x), (i) neither the Company nor any of the its Subsidiaries has anyhas, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have anyhave, any outstanding Indebtedness other than Permitted Indebtedness (A) pursuant to the Senior Notes, the Securities Purchase Documents and the Transaction Documents, (B) the FNBW Indebtedness and (C) the Xxxxxxxxxx Indebtednessas defined below), (ii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, Liens on any of the assets of the Company or the Subsidiaries, and its Subsidiaries other than (X) pursuant to the Permitted Liens and that created by the Security Documents and (Y) the FNBW Security InterestAgreement, and (iii) there are no, and upon consummation of the transactions contemplated hereby and by the Senior Notes, the Securities Purchase Documents and the other Transaction Documents there will not be any, financing statements securing obligations of any amounts filed against the Company or any of the its Subsidiaries or any of their respective assets, other than under the Security Documents. As used in this Agreement, “FNBW Note” means that certain promissory note, dated July 11, 2008, in the outstanding principal amount of $150,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by North Texas to the First National Bank of Xxxxxxxxxxx (“FNBW”); “FNBW Indebtedness” means the obligation evidenced by the FNBW Note; “FNBW Security Interest” means the security interest granted by North Texas in certain of its vehicles, as specified on Schedule 3(z), in favor of FNBW, as security for the FNBW Indebtedness (as such security interest is in effect on the date hereof, without any waiver, amendment, supplement, restatement or modification after the date hereof); “Xxxxxxxxxx Note” means that certain promissory note, dated July 8, 2006, in the outstanding principal amount of $75,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by Velocity Energy Partners LP to Xxxxxx X. Xxxxxxxxxx; and “Xxxxxxxxxx Indebtedness” means the obligation evidenced by the Xxxxxxxxxx Note.

Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Sub Notes will, upon issuance at the Closing, rank senior to all other Indebtedness of the Company or any of the Subsidiaries (other than the Indebtedness under the Senior Notes and the FNBW Indebtedness) and, by virtue of their secured position, and to the extent of the Collateral, to all trade account payables of the Company, and the obligations of the Subsidiaries under the Guaranty will, upon issuance of the Sub Notes at the Closing, rank senior to all other Indebtedness of the Subsidiaries other than the Senior Notes and, by virtue of the secured position of the Guaranty and to the extent of the Collateral, to all trade account payables of any of the Subsidiaries. Except as set forth on Schedule 3(z), (i) neither the Company nor any of the Subsidiaries has any, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have any, outstanding Indebtedness other than (A) pursuant to the Senior Notes, the Securities Purchase Documents and the Transaction Documents, (B) the FNBW Indebtedness and (C) the Xxxxxxxxxx Indebtedness, (ii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, Liens on any of the assets of the Company or the Subsidiaries, other than (X) pursuant to the Security Documents and (Y) the FNBW Security Interest, and (iii) there are no, and upon consummation of the transactions contemplated hereby and by the Senior Notes, the Securities Purchase Documents and the other Transaction Documents there will not be any, financing statements securing obligations of any amounts filed against the Company or any of the Subsidiaries or any of their respective assets, other than under the Security Documents. As used in this Agreement, “FNBW Note” means that certain promissory note, dated July 11, 2008, in the outstanding principal amount of $150,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by North Texas to the First National Bank of Xxxxxxxxxxx (“FNBW”); “FNBW Indebtedness” means the obligation evidenced by the FNBW Note; “FNBW Security Interest” means the security interest granted by North Texas in certain of its vehicles, as specified on Schedule 3(z), in favor of FNBW, as security for the FNBW Indebtedness (as such security interest is in effect on the date hereof, without any waiver, amendment, supplement, restatement or modification after the date hereof); “Xxxxxxxxxx Note” means that certain promissory note, dated July 8, 2006, in the outstanding principal amount of $75,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by Velocity Energy Partners LP to Xxxxxx X. Xxxxxxxxxx; and “Xxxxxxxxxx Indebtedness” means the obligation evidenced by the Xxxxxxxxxx Note.

Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Sub Notes willOther than Permitted Indebtedness, upon issuance at the Closing, rank senior to all other Indebtedness of the Company or any of the Subsidiaries (other than the Indebtedness under the Senior Notes and the FNBW Indebtedness) and, by virtue of their secured position, and to the extent of the Collateral, to all trade account payables of the Company, and the obligations of the Subsidiaries under the Guaranty will, upon issuance of the Sub Notes at the Closing, rank senior to all other Indebtedness of the Subsidiaries other than the Senior Notes and, by virtue of the secured position of the Guaranty and to the extent of the Collateral, to all trade account payables of any of the Subsidiaries. Except as set forth on Schedule 3(z), (i) neither the Company nor any of Subsidiary has, or on the Subsidiaries has anyClosing Date will have, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have any, any outstanding Indebtedness other than (A) pursuant to the Senior Notes, the Securities Purchase Documents and the Transaction Documents, (B) the FNBW Indebtedness and (C) the Xxxxxxxxxx Indebtedness, (ii) there . There are no, and upon consummation of on the transactions contemplated hereby and by the other Transaction Documents Closing Date there will not be any, Liens on any of the assets of the Company or the Subsidiaries, any Subsidiary other than (X) pursuant to the Security Documents and (Y) the FNBW Security Interest, and (iii) there Permitted Liens. There are no, and upon consummation of on the transactions contemplated hereby and by the Senior Notes, the Securities Purchase Documents and the Transaction Documents Closing Date there will not be any, financing statements securing obligations of any amounts filed against the Company or Company, any of the Subsidiaries or any of their respective assets, other than under the Security Documentsin connection with Permitted Liens. As used in this AgreementFor purposes hereof, “FNBW NoteIndebtedness” means of any Person means, without duplication: (i) all indebtedness for borrowed money; (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than unsecured account trade payables that certain promissory noteare entered into or incurred in the ordinary course of such Person’s business, dated July 11including those that arise under standard industry joint operating agreements); (iii) all reimbursement or payment obligations with respect to letters of credit, 2008surety bonds and other similar instruments; (iv) all obligations evidenced by notes, bonds, debentures, redeemable capital stock or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the outstanding principal amount proceeds of $150,000 such indebtedness (as in effect as even though the rights and remedies of the date hereofseller, without any increase bank or other financing source under such agreement in the principal thereof event of default are limited to repossession or sale of such property); (vi) all Capital Lease Obligations; (vii) all indebtedness referred to in clauses (i) through (vi) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest rate thereonor other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person that owns such assets or property has not assumed or become liable for the payment of such indebtedness; and without (viii) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through (vii) above; “Contingent Obligation” means, as to any waiverPerson, amendmentany direct or indirect liability, supplementcontingent or otherwise, restatement of such Person with respect to any indebtedness, lease, dividend or modification other obligation of another Person if a primary purpose or intent of the Person incurring such liability, or a primary effect thereof, other than is to provide assurance to the extend obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the term thereofholders of such liability will be protected (in whole or in part) issued by North Texas to the First National Bank of Xxxxxxxxxxx (against loss with respect thereto; and “FNBW”); “FNBW Permitted Indebtedness” means (i) Indebtedness of the obligation evidenced by Company and the FNBW NoteSubsidiaries for taxes, assessments, municipal or governmental charges not yet due; “FNBW Security Interest” means (ii) obligations of the security interest granted by North Texas in certain of its vehicles, as specified on Schedule 3(z), in favor of FNBW, as security Company and the Subsidiaries resulting from endorsements for the FNBW Indebtedness (as such security interest is in effect on the date hereof, without any waiver, amendment, supplement, restatement collection or modification after the date hereof); “Xxxxxxxxxx Note” means that certain promissory note, dated July 8, 2006, deposit in the outstanding principal amount ordinary course of $75,000 business; and (as in effect as iii) obligations of the date hereof, without any increase in the principal thereof or the interest rate thereon, Company under Sections 2(b) and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by Velocity Energy Partners LP to Xxxxxx X. Xxxxxxxxxx; and “Xxxxxxxxxx Indebtedness” means the obligation evidenced by the Xxxxxxxxxx Note2(c).

Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Sub Notes will, upon issuance at the ClosingClosings, rank senior to all other Indebtedness of the Company or any of the its Subsidiaries (other than the Indebtedness under the Senior Notes and the FNBW Indebtednessin right of payment, whether with respect of payment of redemptions, interest or damages or upon liquidation or dissolution or otherwise) and, by virtue of their secured position, and to the extent of the Collateral, to all trade account payables of the Company, and the obligations of the Subsidiaries under the Guaranty will, upon issuance of the Sub Notes at the Closing, rank senior to all other Indebtedness of the Subsidiaries other than the Senior Notes and, by virtue of the secured position of the Guaranty and to the extent of the Collateral, to all trade account payables of Company or any of the its Subsidiaries. Except as set forth on Schedule 3(z3(x), (i) neither the Company nor any of the its Subsidiaries has anyhas, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have anyhave, any outstanding Indebtedness other than Permitted Indebtedness (A) pursuant to the Senior Notes, the Securities Purchase Documents and the Transaction Documents, (B) the FNBW Indebtedness and (C) the Xxxxxxxxxx Indebtednessas defined below), (ii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, Liens on any of the assets of the Company or the Subsidiaries, and its Subsidiaries other than (X) pursuant to the Permitted Liens and that created by the Security Documents and (Y) the FNBW Security InterestAgreement, and (iii) there are no, and upon consummation of the transactions contemplated hereby and by the Senior Notes, the Securities Purchase Documents and the other Transaction Documents there will not be any, financing statements securing obligations of any amounts filed against the Company or any of the its Subsidiaries or any of their respective assets, other than under the Security DocumentsAgreement. As used in this Agreement, “FNBW Note” means that certain promissory note, dated July 11, 2008, in the outstanding principal amount of $150,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by North Texas to the First National Bank of Xxxxxxxxxxx (“FNBW”); “FNBW Indebtedness” means the obligation evidenced by the FNBW Note; “FNBW Security Interest” means the security interest granted by North Texas in certain of its vehicles, as specified on Schedule 3(z), in favor of FNBW, as security for the FNBW Indebtedness (as such security interest is in effect on the date hereof, without any waiver, amendment, supplement, restatement or modification after the date hereof); “Xxxxxxxxxx Note” means that certain promissory note, dated July 8, 2006, in the outstanding principal amount of $75,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by Velocity Energy Partners LP to Xxxxxx X. Xxxxxxxxxx; and “Xxxxxxxxxx Indebtedness” means the obligation evidenced by the Xxxxxxxxxx Note.y.

Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Sub RCGI Notes will, upon issuance at in connection with each of the ClosingClosings, rank senior to all other Indebtedness of the Company or any of the Subsidiaries (other than the Indebtedness under the Senior Notes and the FNBW Indebtedness) RCGI and, by virtue of their secured position, position and to the extent of the Collateral, to all trade account payables of the CompanyRCGI, and the obligations of the Included Subsidiaries under the Guaranty Guarantee will, upon issuance of the Sub RCGI Notes at in connection with each of the ClosingClosings, rank senior to all other Indebtedness of the Included Subsidiaries other than the Senior Notes and, by virtue of the secured position of the Guaranty Guarantee and to the extent of the Collateral, to all trade account payables of any of the Included Subsidiaries. Except as set forth on Schedule 3(z), (i) neither the Company RCGI nor any of the Subsidiaries has any, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have any, outstanding Indebtedness or trade account payables other than (A) pursuant to the Senior Notes, the Securities Purchase Documents and the Transaction Documents, (B) the FNBW Indebtedness and (C) the Xxxxxxxxxx Indebtedness, (ii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, Liens on any of the assets of the Company RCGI or the Included Subsidiaries, other than (X) pursuant to the Security Documents and (Y) the FNBW Security Interest, and (iii) there are no, and upon consummation of the transactions contemplated hereby and by the Senior Notes, the Securities Purchase Documents and the other Transaction Documents there will not be any, financing statements securing obligations of any amounts filed against the Company RCGI or any of the Included Subsidiaries or any of their respective assets, other than under the Security Documents. As used in this Agreement, “FNBW Note” means that certain promissory note, dated July 11, 2008, in the outstanding principal amount of $150,000 (as in effect as of the date hereof, without any increase in the principal thereof Agreement or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by North Texas to the First National Bank of Xxxxxxxxxxx (“FNBW”); “FNBW Indebtedness” means the obligation evidenced by the FNBW Note; “FNBW Security Interest” means the security interest granted by North Texas in certain of its vehicles, as specified on Schedule 3(z), agreement in favor only of FNBW, as security for the FNBW Indebtedness (as such security interest is in effect on the date hereof, without any waiver, amendment, supplement, restatement or modification after the date hereof); “Xxxxxxxxxx Note” means that certain promissory note, dated July 8, 2006, in the outstanding principal amount of $75,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by Velocity Energy Partners LP to Xxxxxx X. Xxxxxxxxxx; and “Xxxxxxxxxx Indebtedness” means the obligation evidenced by the Xxxxxxxxxx NoteBuyer.

Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Sub outstanding Notes will, upon issuance at the Closing, will rank senior to all other Indebtedness of the Company or any of the Subsidiaries (other than the Indebtedness under obligations evidenced by the Senior Notes and the FNBW IndebtednessDiversity Note) and, by virtue of their secured position, position and to the extent of the Collateral, to all trade account payables of the Company, and the obligations of the Subsidiaries under the Guaranty will, upon issuance of the Sub Notes Guarantees will at the Closing, all times rank senior to all other Indebtedness of the Subsidiaries other than the Senior Notes and, by virtue of the secured position of the Guaranty Guarantees and to the extent of the Collateral, to all trade account payables of any of the Subsidiaries. Except as set forth on Schedule 3(z), (i) neither Neither the Company nor any of the Subsidiaries has any, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have any, outstanding Indebtedness other than (A) pursuant to Indebtedness, except for the Senior obligations evidenced by the Notes, and by the Securities Purchase Documents Diversity Note, for the Leexus Additional Consideration Obligation, and the Transaction Documents, for any other Permitted Indebtedness (Bas defined in Section 6(f) the FNBW Indebtedness and (C) the Xxxxxxxxxx Indebtedness, (ii) there hereof). There are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, Liens on any of the assets of the Company or the Subsidiaries, other than (X) pursuant to the Security Documents and (Y) the FNBW Security Interest, and (iii) there except for Permitted Liens. There are no, and upon consummation of the transactions contemplated hereby and by the Senior Notes, the Securities Purchase Documents and the other Transaction Documents there will not be any, financing statements securing obligations of any amounts filed against the Company or any of the Subsidiaries or any of their respective assets, other than under pursuant to the Amended and Restated Security DocumentsAgreement. As used in this Agreement, “FNBW Note” means that certain promissory note, dated July 11, 2008, in the outstanding principal amount of $150,000 (as in effect as of the date For purposes hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by North Texas to the First National Bank of Xxxxxxxxxxx (“FNBW”); “FNBW Indebtedness” means the obligation evidenced by the FNBW Note; “FNBW Security Interest” means the security interest granted by North Texas in certain of its vehicles, as specified on Schedule 3(z), in favor of FNBW, as security for the FNBW Indebtedness (as such security interest is in effect on the date hereof, without any waiver, amendment, supplement, restatement or modification after the date hereof); “Xxxxxxxxxx Note” means that certain promissory note, dated July 8, 2006, in the outstanding principal amount of $75,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by Velocity Energy Partners LP to Xxxxxx X. Xxxxxxxxxx; and “Xxxxxxxxxx Indebtedness” means the obligation evidenced by the Xxxxxxxxxx Note."

Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Sub Notes will, upon issuance at the Closing, rank senior to all other Indebtedness of the Company or any of the its Subsidiaries (in right of payment, whether with respect of payment of redemptions, interest or damages or upon liquidation or dissolution or otherwise) other than the Indebtedness under the Senior Notes and the FNBW Indebtedness) and, by virtue of their secured position, and to the extent of the Collateral, to all trade account payables of the Company, and the obligations of the Subsidiaries under the Guaranty will, upon issuance of the Sub Notes at the Closing, rank senior to all other Indebtedness of the Excluded Subsidiaries other than the Senior Notes and, by virtue of the secured position of the Guaranty and pursuant to the extent of the Collateral, to all trade account payables of any of the SubsidiariesWarehouse Documents. Except as set forth on Schedule 3(z), (i) neither Neither the Company nor any of the its Subsidiaries has any, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have any, outstanding Indebtedness other than (A) pursuant to the Senior Notes, the Securities Purchase Documents and the Transaction Documents, (B) the FNBW Indebtedness and (C) the Xxxxxxxxxx Indebtedness, (ii) there permitted under Section 5(g). There are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, Liens on any of the assets of the Company or the Subsidiaries, and its Subsidiaries other than (X) pursuant to the Security Documents and (Y) the FNBW Security Interest, and (iii) there Liens permitted under Section 5(h). There are no, and upon consummation of the transactions contemplated hereby and by the Senior Notes, the Securities Purchase Documents and the other Transaction Documents there will not be any, financing statements securing obligations of any amounts filed against the Company or any of the its Subsidiaries or any of their respective assets, other than under the Pledge and Security Agreement and the Warehouse Documents. As used in this Agreement, “FNBW Note” means that certain promissory note, dated July 11, 2008, in the outstanding principal amount of $150,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by North Texas to the First National Bank of Xxxxxxxxxxx (“FNBW”); “FNBW Indebtedness” means the obligation evidenced by the FNBW Note; “FNBW Security Interest” means the security interest granted by North Texas in certain of its vehicles, as specified on Schedule 3(z), in favor of FNBW, as security for the FNBW Indebtedness (as such security interest is in effect on the date hereof, without any waiver, amendment, supplement, restatement or modification after the date hereof); “Xxxxxxxxxx Note” means that certain promissory note, dated July 8, 2006, in the outstanding principal amount of $75,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by Velocity Energy Partners LP to Xxxxxx X. Xxxxxxxxxx; and “Xxxxxxxxxx Indebtedness” means the obligation evidenced by the Xxxxxxxxxx Note.