Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Agreement" means this Holdings Pledge Agreement, including all Schedules and Exhibits hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation (Delaware S

Section 1.02 — Credit Agreement Definitions Incorporated Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. The rules of construction and interpretation set forth in the Credit Agreement (including, without limitation, provisions relating to section references, "including" and similar terms, and the treatment of defined terms in t

Section 1.03 — UCC Terms Terms defined in the UCC that are not otherwise defined herein or in the Credit Agreement shall have the respective meanings set forth in the UCC, including, without limitation, the terms "general intangible," "investment property," "security," "security entitlement," "financial asset," "certificated security," "uncertificated security," "securities account," "securities intermediary," and "e

ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 — Pledge and Grant As security for the prompt and complete payment and performance of all Obligations, Holdings hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and lien upon all of the following property, whether now owned or hereafter acquired by Holdings, wherever located (collectively, the

Section 2.02 — Security for Obligations The Collateral secures the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Obligations under the Credit Agreement, the Guarantee Agreement, and all other Loan Documents, whether now existing or hereafter arising, direct or indirect, absolute or contingent, and whether for principal (including, without limit

Section 2.03 — Continuing Security Interest This Agreement creates a continuing security interest in the Collateral that shall remain in full force and effect until the Termination Date (as defined in Section 8.01 hereof). The pledge, assignment, hypothecation, and grant of a security interest effected hereby is irrevocable until the Termination Date and shall not be affected by the existence of any other security or

ARTICLE III — DELIVERY AND PERFECTION

Section 3.01 — Delivery of Certificates In order to perfect the security interest of the Collateral Agent in the Pledged Equity Interests, Holdings shall deliver to the Collateral Agent (or its designated representative) on or before the Closing Date (or, in the case of equity interests acquired after the Closing Date, within the time periods specified in the Credit Agreement for delivery of after-acquired collateral

Section 3.02 — UCC Financing Statements Holdings hereby authorizes the Collateral Agent, at any time and from time to time, to file (or cause to be filed) UCC-1 financing statements in the office of the Secretary of State of the State of Delaware (and in such other filing offices as the Collateral Agent may determine to be necessary or appropriate) naming Granite Peak NIH Holdings, LLC (Delaware Secretary of State Fi

Section 3.03 — Further Assurances Regarding Perfection Holdings shall take all actions necessary or reasonably requested by the Collateral Agent to perfect and maintain the first-priority security interest of the Collateral Agent in the Collateral, including, without limitation: (a) executing and delivering to the Collateral Agent additional instruments of pledge, transfer, or assignment, in form and substance satisf

ARTICLE IV — REPRESENTATIONS AND WARRANTIES Holdings hereby represents and warrants to the Collateral Agent and each Secured Party, as of the date hereof and as of the Closing Date, as follows:

Section 4.01 — Organization and Good Standing Holdings is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Holdings' certificate of formation was duly filed with the Secretary of State of the State of Delaware and has not been amended, revoked, or terminated. Holdings is duly qualified or licensed to do business and is in good standing in each

Section 4.02 — Power and Authority Holdings has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement and to pledge the Collateral pursuant hereto. The execution, delivery, and performance of this Agreement by Holdings and the pledge of the Collateral have been duly authorized by all necessary limited liability company action on the part of Holdings,

Section 4.03 — Enforceability This Agreement has been duly executed and delivered by Holdings and constitutes the legal, valid, and binding obligation of Holdings, enforceable against Holdings in accordance with its terms, subject to (a) the effects of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally, (b) general principles of

Section 4.04 — No Conflicts The execution, delivery, and performance by Holdings of this Agreement, and the pledge of the Collateral hereunder, do not and will not: (a) violate the certificate of formation or limited liability company agreement of Holdings, or any resolutions adopted by Holdings' members or managers; (b) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decr

Section 4.05 — Ownership of Pledged Equity Interests Holdings is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding shares of capital stock of Nexford Industrial Holdings Inc., as more particularly described on Schedule I hereto. The Pledged Equity Interests constitute all of the issued and outstanding Equity Interests of the Borrower. The Pledged Equity Interests have be

Section 4.06 — Title; No Liens Holdings owns the Pledged Equity Interests free and clear of any and all liens, claims, charges, encumbrances, security interests, pledges, hypothecations, options, rights of first refusal, or other adverse claims or interests of any nature whatsoever, except for: (a) the lien and security interest created by this Agreement in favor of the Collateral Agent for the benefit of the Secured

Section 4.07 — Equity Interests Description The following information regarding the Pledged Equity Interests is true, correct, and complete as of the date hereof: (a) The Borrower is Nexford Industrial Holdings Inc., a Delaware corporation (Delaware Secretary of State File Number 5765432; EIN 36-4178552); (b) The number, class, and certificate numbers (if applicable) of the Pledged Equity Interests are as set forth o

Section 4.08 — No Required Consents No consent, approval, authorization, license, or order of, or registration, qualification, or filing with, any governmental authority or any other Person is required for (a) the execution, delivery, and performance by Holdings of this Agreement, (b) the pledge of the Pledged Equity Interests by Holdings hereunder, or (c) the exercise by the Collateral Agent of any rights or remedie

Section 4.09 — Chief Executive Office; Organizational Identification (a) Holdings' chief executive office and principal place of business is located at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801. (b) Holdings' exact legal name, as it appears in its certificate of formation filed with the Secretary of State of the State of Delaware, is "Granite Peak NIH Holdings, LLC." (c) Holdings' organiz

Section 4.10 — No Restrictions on Pledge (a) Neither the certificate of formation nor the limited liability company agreement of Holdings prohibits, restricts, or imposes any conditions upon the pledge, assignment, or granting of a security interest in the Equity Interests of the Borrower held by Holdings. (b) Neither the certificate of incorporation nor the bylaws of the Borrower prohibits, restricts, or imposes any

ARTICLE V — COVENANTS Holdings hereby covenants and agrees with the Collateral Agent and each Secured Party as follows:

Section 5.01 — Defense of Collateral Holdings shall, at its own cost and expense, defend the Collateral against all claims, demands, and actions of all Persons at any time claiming any interest in the Collateral adverse to the Collateral Agent or any Secured Party, and shall promptly notify the Collateral Agent in writing of any such claim, demand, or action of which Holdings becomes aware. Holdings shall take all ac

Section 5.02 — No Disposition Holdings shall not sell, assign, transfer, convey, exchange, lease, or otherwise dispose of, or grant any option, warrant, right of first refusal, or other right with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement. Without limiting the generality of the foregoing, Holdings acknowledges that the Credit Agreement contains change of control provisio

Section 5.03 — No Further Liens Holdings shall not create, incur, assume, or permit to exist any lien, security interest, pledge, hypothecation, charge, or other encumbrance on, or with respect to, any of the Collateral, other than (a) the lien and security interest created by this Agreement in favor of the Collateral Agent for the benefit of the Secured Parties and (b) Permitted Liens as defined in, and to the exten

Section 5.04 — Notice of Changes Holdings shall provide the Collateral Agent with not less than thirty (30) days' prior written notice of any of the following: (a) any change in Holdings' legal name or any use of any new or additional trade name, fictitious name, or assumed name; (b) any change in Holdings' jurisdiction of organization, including any redomiciliation, conversion, or merger resulting in a change in jur

Section 5.05 — Maintenance of Equity Interests Holdings shall at all times maintain one hundred percent (100%) ownership of the issued and outstanding Equity Interests of the Borrower, consistent with the requirement under the Credit Agreement that the Borrower remain a direct wholly-owned subsidiary of Holdings. Holdings shall not permit the Borrower to issue any additional Equity Interests (including, without limit

Section 5.06 — Payment of Taxes and Claims Holdings shall pay, discharge, or otherwise satisfy all taxes, assessments, governmental charges, and levies imposed upon or assessed against the Collateral before such amounts become delinquent or give rise to any lien on the Collateral, except to the extent that (a) the amount, applicability, or validity thereof is being contested in good faith by appropriate proceedings d

Section 5.07 — After-Acquired Equity Interests If Holdings at any time after the date hereof acquires or becomes the holder of any additional Equity Interests of the Borrower, whether by subscription, purchase, exercise of options or warrants, conversion, exchange, dividend, stock split, reclassification, recapitalization, or otherwise, such additional Equity Interests shall automatically and without further action b

Section 5.08 — Cooperation and Further Assurances Holdings shall, at its own cost and expense, promptly execute and deliver to the Collateral Agent such further instruments, documents, agreements, and certificates, and take such further actions, as the Collateral Agent may from time to time reasonably request to effectuate the purposes of this Agreement, to carry out the terms hereof, and to perfect, protect, and enf

ARTICLE VI — VOTING RIGHTS, DIVIDENDS, AND DISTRIBUTIONS

Section 6.01 — Voting Rights Prior to Event of Default Unless and until an Event of Default shall have occurred and be continuing: (a) Holdings shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity Interests for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement, or any other Loan Document, and the Collateral Agent shall, upon th

Section 6.02 — Dividends and Distributions Prior to Event of Default Unless and until an Event of Default shall have occurred and be continuing: (a) Holdings shall be entitled to receive and retain all cash dividends, distributions, and other payments paid on or in respect of the Pledged Equity Interests, to the extent that such dividends, distributions, and payments are not restricted by the Credit Agreement or any

Section 6.03 — Voting Rights After Event of Default Upon the occurrence and during the continuance of an Event of Default: (a) All rights of Holdings to exercise the voting and other consensual rights pertaining to the Pledged Equity Interests shall, at the option of the Collateral Agent (acting at the direction of the Required Lenders pursuant to the Credit Agreement), cease, and all such rights shall thereupon beco

Section 6.04 — Dividends and Distributions After Event of Default Upon the occurrence and during the continuance of an Event of Default: (a) All rights of Holdings to receive dividends, distributions, and other payments in respect of the Pledged Equity Interests shall cease, and all such rights shall thereupon become vested in the Collateral Agent for the benefit of the Secured Parties. (b) All dividends, distributio

ARTICLE VII — REMEDIES UPON EVENT OF DEFAULT

Section 7.01 — Rights and Remedies Generally Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have, in addition to all other rights and remedies granted under this Agreement, the Guarantee Agreement, the Security Agreement, and the other Loan Documents, all rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral)

Section 7.02 — Sale of Collateral Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, without demand of performance or other demand, advertisement, or notice of any kind (except as required by applicable law or as expressly provided herein) to or upon Holdings or any other Person (all of which demands, advertisements, and notices are hereby expressly waived by Holdings to

Section 7.03 — Foreclosure and Transfer Upon any sale or other disposition of the Collateral pursuant to this Article VII, the Collateral Agent shall have the right to assign, transfer, and deliver to the purchaser or purchasers thereof all of the Pledged Equity Interests so sold, and Holdings shall execute and deliver all necessary instruments of transfer, assignment, and conveyance, and shall take all other actions

Section 7.04 — Application of Proceeds The Proceeds of any sale or other disposition of the Collateral shall be applied by the Collateral Agent in the following order of priority: (a) First, to the payment of all costs, fees, and expenses of such sale or disposition, including, without limitation, the reasonable and documented fees and expenses of counsel to the Collateral Agent (including Whitfield & Gage LLP), and

Section 7.05 — Retention of Collateral The Collateral Agent may, in lieu of exercising the power of sale herein conferred upon it, propose to accept or retain the Pledged Equity Interests in full or partial satisfaction of the Obligations, to the extent and in the manner permitted by Sections 9-620 and 9-621 of the UCC. In the event the Collateral Agent elects to proceed in such manner, the Collateral Agent shall pro

Section 7.06 — No Waiver; Cumulative Remedies No failure or delay on the part of the Collateral Agent or any Secured Party in the exercise of any power, right, privilege, or remedy under this Agreement or any other Loan Document shall impair, prejudice, or constitute a waiver thereof, and no single or partial exercise of any such power, right, privilege, or remedy shall preclude any other or further exercise thereof

Section 7.07 — Attorney-in-Fact Holdings hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact (which appointment is coupled with an interest and is irrevocable), with full authority, upon the occurrence and during the continuance of an Event of Default, in the name, place, and stead of Holdings or ot

ARTICLE VIII — TERMINATION; RELEASE

Section 8.01 — Termination This Agreement and the security interest and lien created hereby shall terminate, and the Collateral shall be released from the security interest and lien created hereby, upon the earliest to occur of the following (such earliest date, the "Termination Date"): (a) the indefeasible payment in full in cash of all Obligations (other than contingent indemnification obligations for which no clai

Section 8.02 — Release of Collateral Upon the occurrence of the Termination Date, the Collateral Agent shall, at the sole cost and expense of Holdings, promptly take the following actions: (a) return to Holdings (or to such Person as Holdings may direct) all certificates, instruments, and other documents representing or evidencing the Pledged Equity Interests that are held by the Collateral Agent; (b) execute and del

Section 8.03 — Survival All representations, warranties, and covenants of Holdings set forth in this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until the Termination Date; provided, that any representations, warranties, or covenants that by their terms survive the termination of this Agreement shall continue in full force and effect as provided the

ARTICLE IX — THE COLLATERAL AGENT

Section 9.01 — Collateral Agent's Duties The Collateral Agent shall act under and in accordance with the terms of the Credit Agreement and shall have no obligation to take any action with respect to the Collateral except as expressly set forth in this Agreement or as directed by the Required Lenders under the Credit Agreement. The Collateral Agent shall not be required to take any action that, in the Collateral Agent

Section 9.02 — Reliance The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any communication, instrument, document, certificate, notice, statement, or other writing (including any electronic message, internet or intranet website posting, or other distribution) believed by it in good faith to be genuine and correct and to have been signed, sent, or otherwise given

Section 9.03 — Successor Collateral Agent The Collateral Agent may resign from its position hereunder, and a successor collateral agent may be appointed, in each case in accordance with the provisions of the Credit Agreement governing the resignation and appointment of the Collateral Agent. Upon the effectiveness of any such resignation and appointment, the successor collateral agent shall thereupon succeed to and be

Section 10.01 — Notices All notices, requests, demands, consents, instructions, or other communications required or permitted under this Agreement shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Credit Agreement. For purposes of this Section 10.01, the addresses for the delivery of notices shall be as follows (or at such other address as may be specified by any par

Section 10.02 — Amendments and Waivers No amendment, modification, termination, or waiver of any provision of this Agreement, or consent to any departure by Holdings from any provision hereof, shall be effective unless the same shall be in writing and signed by Holdings and the Collateral Agent (acting at the direction of the Required Lenders under the Credit Agreement), and then such waiver or consent shall be effec

Section 10.03 — Governing Law THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 10.04 — Jurisdiction; Venue Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, sitting in the Borough of Manhattan, and (b) the United States District Court for the Southern District of New York, and any appellate court from any such court, for the purposes of all legal proceedings arising out of or relati

Section 10.05 — Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT