Common use of Indebtedness Secured Clause in Contracts

Indebtedness Secured. 2.1 This Deed of Trust is executed and delivered by Grantor to secure and enforce the following (the “Obligations”): all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing, of Grantor to Beneficiary under this Deed of Trust, the Guaranty, the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Beneficiary as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation: (i) principal of, and interest on, the Notes and the Loans (including any interest that accrues after the commencement of any proceeding commenced by or against any Person under any provision of title 11 of the United States Code, as in effect from time to time, or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement or other similar relief (an “Insolvency Proceeding”) regardless of whether allowed or allowable in whole or in part as a claim in such Insolvency Proceeding); (ii) any and all other fees, legal fees and other expenses, indemnities, costs, obligations and liabilities of Grantor from time to time under or in connection with this Deed of Trust, the Notes, the Purchase Agreement, the Guaranty, the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; (iii) payment of the Major Transaction Prepayment Price (as defined in the Notes), and (iv) all amounts in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Grantor. Any reference in this Deed of Trust or in the Transaction Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

Indebtedness Secured. 2.1 This Deed The Security Interest secures payment of Trust is executed any and delivered by Grantor all Indebtedness (as hereinafter defined) of Debtor or any Borrower or any Guarantor to secure the Agents, Lenders or L/C Issuers, or any of them. As used in this Security Agreement, "Indebtedness" shall mean any and enforce the following (the “Obligations”): all of the obligations, liabilities and indebtedness, and performance of all obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owingand agreements, of Grantor Debtor, Borrowers and Guarantors to Beneficiary the Agents, Lenders and L/C Issuers arising under this Deed of Trust, the Guaranty, Credit Agreement or under the other Transaction Loan Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now existing or hereafter existingincurred or arising, voluntary of every kind and character, primary or involuntarysecondary, direct or indirect, absolute or contingent, liquidated sole, joint or unliquidated, whether or not jointly owed with othersseveral, and whether or not such indebtedness is from time to time decreased reduced and thereafter increased, or entirely extinguished and later increasedthereafter reincurred, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Beneficiary as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall includeincluding, without limitation: (ia) principal ofall Advances; (b) all obligations arising out of any Lender's reimbursement of an L/C Issuer for draws made under Letters of Credit issued by an L/C Issuer, (c) all interest which accrues on any such indebtedness, until payment of such indebtedness in full, including, without limitation, all interest provided for under the Credit Agreement; (d) all other monies payable by any Borrower or Guarantor, and interest onall obligations and agreements of any Borrower or Guarantor to any of the Lenders, Agents, or L/C Issuers pursuant to any of the Notes Loan Documents; (e) all monies payable by any Obligor, and all obligations and agreements of any Obligor to any of the Loans Lenders, Agents or L/C Issuers, pursuant to any of the Loan Documents; (f) all monies due, and to become due, pursuant to Sections 7.3, 7.4. and 7.5 of the Credit Agreement; (g) all monies payable as herein provided; and (h) all liabilities (including any interest that accrues after the commencement of any proceeding commenced by or against any Person under any provision of title 11 of the United States Codeamounts charged to Debtor pursuant hereto), as in effect from time to timeobligations, fees, charges, or under costs (including, without limitation, any other state fees or federal bankruptcy or insolvency lawexpenses that, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement or other similar relief (an “Insolvency Proceeding”) regardless of whether allowed or allowable in whole or in part as a claim in such Insolvency Proceeding); (ii) any and all other fees, legal fees and other expenses, indemnities, costs, obligations and liabilities of Grantor from time to time under or in connection with this Deed of Trust, the Notes, the Purchase Agreement, the Guaranty, the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; (iii) payment of the Major Transaction Prepayment Price (as defined in the Notes), and (iv) all amounts in respect of the foregoing that would be payable but for the fact that provisions of the obligations Bankruptcy Code, would have accrued), guaranties, covenants and duties owing by Debtor to pay such amounts are unenforceable any of the Lenders, Agents, or not allowable due L/C Issuers of any kind and description pursuant to or evidenced by the existence of a bankruptcy, reorganization or similar proceeding involving Grantor. Any reference in this Deed of Trust or in the Transaction Documents to the Obligations shall include all Guaranty or any portion thereof and any extensions, modifications, renewals or alterations thereof, both prior and subsequent to any Insolvency Proceedingother Loan Document.

Indebtedness Secured. 2.1 This Deed The Security Interest secures payment of Trust is executed any and delivered by Grantor to secure all Debt, and enforce the following (the “Obligations”): performance of all of the liabilities obligations and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owingagreements, of Grantor Cayman Distributor, Borrower and each Loan Party to Beneficiary the Agent and Lenders and L/C Issuer under this Deed of Trust, the Guaranty, Agreement and the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, Loan Documents whether now existing or hereafter existingincurred or arising, voluntary of every kind and character, primary or involuntarysecondary, direct or indirect, absolute or contingent, liquidated sole, joint or unliquidatedseveral, whether determined to be void or not jointly owed with others, voidable and whether or not such Indebtedness is from time to time decreased reduced and thereafter increased, or entirely extinguished and later increasedthereafter reincurred, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Beneficiary as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall includeincluding, without limitation: (ia) principal ofall Advances; (b) all obligations of Borrower or any Loan Party arising with respect to any Letters of Credit, and interest on, the Notes and the Loans (including any reimbursement obligation for draws made under Letters of Credit issued by the L/C Issuer; (c) all interest that which accrues on any such Indebtedness, until payment of such Indebtedness in full, including, without limitation, all interest provided for under this Agreement and any interest accruing after the commencement of any a bankruptcy proceeding commenced by or against Borrower or any Person Loan Party; (d) all other monies payable by Borrower and any Loan Party, and all obligations and agreements of Borrower and the Loan Parties to the Agent and the Lenders, pursuant to the Loan Documents; (e) all obligations to Agent, any Lender or any Related Party thereof under any provision of title 11 Hedging Agreement permitted to be incurred by Borrower under this Agreement; (f) all monies due, and to become due, pursuant to Sections 8.3 and 8.4; (g) the guaranty of the United States Code, as in effect from time to time, or under any other state or federal bankruptcy or insolvency law, assignments for Indebtedness by the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement or other similar relief (an “Insolvency Proceeding”) regardless of whether allowed or allowable in whole or in part as a claim in such Insolvency Proceeding); (ii) any Parent and all other fees, legal fees and other expenses, indemnities, costs, obligations and liabilities of Grantor from time to time under or in connection with this Deed of Trust, the Notes, the Purchase Agreement, the Guaranty, the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; (iii) payment of the Major Transaction Prepayment Price (as defined Subsidiary Loan Parties contained in the Notes), Guarantee Agreement; and (ivh) all amounts in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Grantor. Any reference in this Deed of Trust or in the Transaction Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals or alterations thereof, both prior and subsequent to any Insolvency ProceedingBank Product Obligations.

Indebtedness Secured. 2.1 This Deed of Trust 1.1 The foregoing conveyance is executed and delivered by Grantor made in trust to secure and enforce payment and performance of each of the following (herein collectively called the “Obligations”): "Indebtedness"): (a) Any and all present or future indebtedness, obligations and liabilities of the liabilities and obligations (primaryMortgagor incurred under, secondary, direct, contingent, sole, joint arising out of or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing, of Grantor to Beneficiary under this Deed of Trust, the Guaranty, the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Beneficiary as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation: (i) principal ofthat certain promissory note executed by Mortgagor, payable to the order of Mortgagee, and interest onbeing in the principal amount of $3,150,000, with final maturity on or before June 30, 2006, (ii) that certain promissory note executed by Mortgagor, payable to the Notes order of Petro Capital III, L.P., and being in the Loans principal amount of $1,000,000, with final maturity on or before June 30, 2006, and (including any interest that accrues after the commencement of any proceeding commenced by iii) all other notes given in substitution thereof or against any Person under any provision of title 11 of the United States Codein modification, as in effect from time to timerenewal or extension thereof, or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement or other similar relief (an “Insolvency Proceeding”) regardless of whether allowed or allowable in whole or in part (such notes, as a claim in such Insolvency Proceeding); (ii) any from time to time supplemented, amended or modified and all other feesnotes given in substitution thereof or in modification, legal renewal or extension thereof, in whole or in part, being hereafter called the "Notes"); the Notes containing usual provisions for increased interest rates after maturity or default, and acceleration and attorneys' fees in the event of a default under the terms thereof; (b) Any and other expensesall renewals and extensions, indemnitiesin whole or in part, costsamendments, modifications (including increases, if any) and rearrangements of the Notes; (c) Any and all present or future indebtedness, obligations and liabilities of Grantor from time to time under Mortgagor or any Guarantor incurred under, arising out of or in connection with this Deed (i) that certain Credit Agreement dated as of Trusteven date herewith, the Notesbetween Mortgagor and Petro Capital III, the Purchase AgreementL.P. and Prospect Energy Corporation (collectively, the Guaranty, the other Transaction Documents"Lenders"), and any other instruments, agreements or others (the "Credit Agreement") and (ii) all other documents executed and/or delivered in connection herewith with the Credit Agreement, as the same may be modified, renewed and extended from time to time. (d) Any and all present or therewith; future indebtedness, obligations and liabilities of Mortgagor incurred under, arising out of or in connection with (iiii) payment of the Major Transaction Prepayment Price (as defined in the Notes), this Mortgage and (ivii) all amounts that certain Guaranty of even date herewith by MPC, Inc. in respect favor of the foregoing that would be payable but for the fact that the obligations Mortgagee. 1.2 Mortgagor specifically waives presentment, protest, notices of dishonor, intention to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Grantor. Any reference in this Deed of Trust or in the Transaction Documents to the Obligations shall include all or any portion thereof accelerate and any extensions, modifications, renewals or alterations thereof, both prior and subsequent to any Insolvency Proceedingacceleration.

Indebtedness Secured. 2.1 This Deed The Security Interest granted in the Collateral secures payment of Trust is executed any and delivered by Grantor to secure all Indebtedness, and enforce the following (the “Obligations”): performance of all of the liabilities obligations and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owingagreements, of Grantor Borrower to Beneficiary under this Deed of Trust, the Guaranty, the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each caseLender, whether now existing or hereafter existingincurred or arising, voluntary of every kind and character, primary or involuntarysecondary, direct or indirect, absolute or contingent, liquidated sole, joint or unliquidated, whether or not jointly owed with othersseveral, and whether or not such Indebtedness is from time to time decreased reduced and thereafter increased, or entirely extinguished and later increasedthereafter reincurred, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Beneficiary as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall includeincluding, without limitation: (a) all Advances under the Credit Facility A and the Facility A Note; (b) all Advances under the Credit Facility B and the Facility B Note; all interest which accrues on any such indebtedness, until payment of such indebtedness in full, including, without limitation, all interest provided for under this Agreement or any other Loan Documents; (c) all other monies payable by Borrowers, and all obligations and agreements of Borrowers to Lender; (d) all debts owed, or to be owed, by Borrower to others which Lender has obtained, or may obtain, by assignment or otherwise, including, without limitation, debts acquired by Lender from its Affiliates that arise either (i) principal of, and interest on, the Notes and the Loans (including any interest that accrues after the commencement of any proceeding commenced by or against any Person under any provision of title 11 of the United States Code, as in effect from time to time, or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement or other similar relief (an “Insolvency Proceeding”) regardless of whether allowed or allowable in whole or in part as a claim in such Insolvency Proceeding); (ii) any and all other fees, legal fees and other expenses, indemnities, costs, obligations and liabilities of Grantor negative balances which may exist from time to time in any operating, deposit or other account maintained with such Affiliate of Lender, or (ii) under or in connection with this Deed any credit card line of Trust, the Notes, the Purchase Agreement, the Guaranty, the other Transaction Documentscredit established by such Affiliate of Lender for Borrower; (e) all monies payable by any Third Party, and all obligations and agreements of any other instrumentsThird Party to Lender, agreements or other documents executed and/or delivered in connection herewith or therewith; (iii) payment pursuant to any of the Major Transaction Prepayment Price Loan Documents; and (as defined f) all monies due, and to become due, in any way under the Loan Documents; provided, that all references to "Indebtedness" in the Notes)Loan Documents shall, and (iv) all amounts in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due addition to the existence of a bankruptcyforegoing, reorganization or similar proceeding involving Grantor. Any reference in this Deed of Trust or in the Transaction Documents to the Obligations shall also include all present and future indebtedness, liabilities and obligations (and all renewals and extensions thereof or any portion thereof and part thereof) now or hereafter owed to Lender or any extensionsAffiliate of Lender arising from, modificationsby virtue of, renewals or alterations thereofpursuant to, both prior and subsequent to any Insolvency ProceedingFinancial Hedge entered into by Borrowers.

Indebtedness Secured. 2.1 This Deed of Trust is executed and delivered by Grantor Xxxxxxxxx to secure and enforce the following (the “ObligationsIndebtedness”): ): (a) all of the liabilities indebtedness, obligations and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing, of Grantor to Beneficiary under this Deed of Trust, the Guaranty, the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each caseliabilities, whether now in existence or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidatedarising, whether by acceleration or not jointly owed with othersotherwise, of the Mortgagor arising out of or under the Promissory Note and whether evidenced by the Promissory Note in the aggregate principal amount of three million and NO/100 United States Dollars (US $3,000,000.00) executed by the Mortgagor and payable to the order of the Mortgagee on or not from time to time decreased or extinguished and later increasedbefore September 1, created or incurred2017, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Beneficiary as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of other notes given in substitution for the foregoing, the term “Obligations” shall includeor in modification, without limitation: (i) principal ofrenewal, and interest onrearrangement or extension thereof, the Notes and the Loans (including any interest that accrues after the commencement of any proceeding commenced by or against any Person under any provision of title 11 of the United States Code, as in effect from time to time, or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement or other similar relief (an “Insolvency Proceeding”) regardless of whether allowed or allowable in whole or in part (such promissory notes, as a claim in such Insolvency Proceeding); (ii) any and all other fees, legal fees and other expenses, indemnities, costs, obligations and liabilities of Grantor from time to time under supplemented, amended or modified and all other notes given in substitution therefor or in connection with this Deed of Trustmodification, renewal, rearrangement or extension thereof, in whole or in part, being hereafter collectively called the “Notes, the Purchase Agreement, the Guaranty, the other Transaction Documents”), and with interest, collection and attorneys’ fees, all as provided therein; (b) all interest (including, without limitation, interest accruing at any other instrumentspost-default rate and interest accruing after the filing of any petition in bankruptcy, agreements or other documents executed and/or delivered the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post- petition interest is allowed in connection herewith or therewith; (iiisuch proceeding) payment in respect of all of the Major Transaction Prepayment Price (obligations described in this Section 1.03 and all costs of collection and attorneys’ fees, all as defined provided herein and in the Notes; and (c) such additional or future sums (whether or not obligatory), and (iv) all amounts in respect with interest thereof, as may hereafter be borrowed or advanced from Mortgagee, its successor or assigns, by the then record owner of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Grantor. Any reference in this Deed of Trust or in the Transaction Documents to the Obligations shall include all or any portion thereof Property, when evidenced by a promissory note which, by its terms, is secured hereby (it being contemplated by Xxxxxxxxx and any extensions, modifications, renewals or alterations thereof, both prior and subsequent to any Insolvency ProceedingMortgagee that such future indebtedness may be incurred).

Indebtedness Secured. 2.1 This Deed of Trust The security interest granted hereby is executed and delivered by Grantor to secure payment in full of: (i) any and enforce the following (the “Obligations”): all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing, of Grantor to Beneficiary under this Deed of Trust, the Guaranty, the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not sums from time to time decreased due from Debtor to Bank arising under or extinguished and later increased, created or incurred, and all in connection with the Credit Agreement or any portion of such obligations or liabilities that are paidother Loan Document, to the extent all or any part other instruments evidencing the indebtedness of such payment is avoided Debtor to Bank and the full and complete performance of all agreements and documents executed or recovered directly or indirectly delivered pursuant to any indebtedness due from the Beneficiary Debtor to Bank, all as a preference, fraudulent transfer or otherwise as such obligations same may be amended, supplemented, converted, . modified or extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation: (i) principal of, and interest on, the Notes and the Loans (including any interest that accrues after the commencement of any proceeding commenced by or against any Person under any provision of title 11 of the United States Code, as in effect from time to time, or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement or other similar relief (an “Insolvency Proceeding”) regardless of whether allowed or allowable in whole or in part as a claim in such Insolvency Proceeding); (ii) any and all other feesadvances made by Bank to discharge taxes or levies on, legal fees and other expensesor made for repairs to, indemnitiesmaintenance of, costs, obligations and liabilities of Grantor from time to time under or in connection with this Deed of Trustinsurance on, the NotesCollateral, the Purchase Agreement, the Guaranty, the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; (iii) payment all money or other credit heretofore and hereafter advanced by Bank to or for the account of Debtor, including without limitation pursuant to the Major Transaction Prepayment Price (Credit Agreement, pursuant to that certain Credit Agreement dated as defined of May 14, 2015, as amended, and evidenced by a Revolving Line of Credit Note in the Notes)amount of $50,000,000 dated November 14, 2016, and pursuant to that certain commitment letter from Bank to Debtor dated March 14, 2014, as amended as of March 14, 2016 and as further amended as of November 1 0, 2016, and evidenced by a Promissory Note in the amount of $7,500,000 dated November 1 0, 2016, (iv) all amounts other present or future, direct or contingent, liabilities of Debtor to Bank of any nature whatsoever, and (v) all costs and expenses incurred in respect the collection of the foregoing that would be payable but for foregoing, including attorneys' fees and representation in any bankruptcy proceedings (alt of the fact above being referred to, collectively, as the "Obligations"). It is the true, clear, and express intention of Debtor that the obligations to pay such amounts are unenforceable continuing grant of this security interest remain as security for payment and performance of the Obligations, whether now existing, or which may hereinafter be incurred, or whether or not allowable due contemplated by the parties at the time of the granting of this security interest. The notice of the continuing grant of this security interest, therefore, shall not be required to be stated on the existence face of a bankruptcyany document representing any Obligations, reorganization or similar proceeding involving Grantornor otherwise identify it as being, secured hereby. Any reference in this Deed of Trust or in the Transaction Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals or alterations thereof, both prior and subsequent be deemed to any Insolvency Proceedinghave been made pursuant to Section 9-204 of the UCC.

Indebtedness Secured. 2.1 This Deed The security interest contained herein is granted to -------------------- secure the payment and performance of: (a) Any and all loans, advances (including, without limitation, future advances), indebtedness, obligations and liabilities of Trust is executed and delivered by Grantor to secure and enforce the following (the “Obligations”): all any of the liabilities and obligations (primaryBorrowers to any of the Lenders however evidenced, secondary, direct, contingent, sole, joint whether as principal or several) due guarantor or to become due, or that are now or may be hereafter contracted or acquired, or owing, of Grantor to Beneficiary under this Deed of Trust, the Guaranty, the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each caseotherwise, whether now existing or hereafter existingarising, voluntary or involuntary, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, whether secured or not jointly owed with othersunsecured, original, renewed, or extended (the "INDEBTEDNESS"), including, without limitation, the US Obligation and whether or not from time the UK Obligation; (b) All costs and expenses reasonably incurred by Administrative Agent to time decreased or extinguished obtain, preserve, perfect and later increased, created or incurred, enforce the security interest granted hereby and all or any portion other liens and security interests securing payment of such obligations or liabilities that are paidthe Indebtedness, to collect the Indebtedness and, to the extent all any guarantors of the Indebtedness or the Borrowers are obligated to pay such costs and expenses pursuant to the Credit Agreement or any other Loan Document, to maintain, preserve and collect the Collateral, including, but not limited to, taxes, assessments, insurance premiums, repairs, reasonable attorneys' fees and legal expenses, rent, storage charges, advertising costs, brokerage fees and expenses of sale; and (c) All renewals, extensions and modifications of the Indebtedness or any part of such payment is avoided or recovered directly or indirectly from the Beneficiary as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to timethereof. Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation: (i) principal of, The Indebtedness and interest on, the Notes and the Loans (including any interest that accrues after the commencement of any proceeding commenced by or against any Person under any provision of title 11 of the United States Code, as in effect from time to time, or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement or other similar relief (an “Insolvency Proceeding”) regardless of whether allowed or allowable in whole or in part as a claim in such Insolvency Proceeding); (ii) any and all other fees, legal fees and other expenses, indemnities, costs, obligations and liabilities of Grantor from time to time under or in connection with this Deed of Trust, the Notes, the Purchase Agreement, the Guaranty, the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; (iii) payment of the Major Transaction Prepayment Price (as defined in the Notes), and (iv) all amounts in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Grantor. Any reference costs mentioned in this Deed of Trust or in SECTION 3 are hereinafter collectively referred to herein as the Transaction Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals or alterations thereof, both prior and subsequent to any Insolvency Proceeding"SECURED OBLIGATION."