Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement. In addition, the following terms shall have the following meanings for purposes of this Security Agreement: "Account" means an "account" as defined in Article 9 of the UCC, and includes all accounts receivable, health-care-insurance receivables, and any

Section 1.02 — UCC Terms. All terms defined in the UCC and used but not otherwise defined herein shall have the respective meanings set forth in the UCC. To the extent that the definition of any category of Collateral is modified or expanded by any amendment, revision, or other modification to the UCC after the date hereof, such modified or expanded definition shall automatically apply to this Security Agreement and

Section 1.03 — Rules of Interpretation. (a) References herein to the Credit Agreement, the Guarantee Agreement, or any other Loan Document shall include all amendments, restatements, extensions, supplements, modifications, renewals, replacements, refinancings, or other changes thereto from time to time in accordance with the terms thereof. (b) Unless the context otherwise requires, references to "Sections," "Articles

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.01 — Grant. Each Grantor hereby unconditionally and irrevocably grants, pledges, hypothecates, and assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest (the "Security Interest") in all of such Grantor's right, title, and interest in, to, and under the following property, in each case whether now owned or existing or hereafter acquired

Section 2.02 — Excluded Assets. Notwithstanding the foregoing, the Collateral shall not include any Excluded Assets. Specifically, the Collateral shall not include: (a) motor vehicles and other assets subject to certificates of title where such motor vehicle has a book value below $250,000 per vehicle, to the extent that a security interest therein can only be perfected by compliance with the applicable certificate o

Section 2.03 — Security Interest in Owned Real Property. (a) The parties hereto acknowledge that owned real property of the Grantors with a fair market value exceeding $10,000,000 per parcel is subject to separate Mortgages, Deeds of Trust, Security Agreements, Assignments of Leases and Rents, and Fixture Filings (collectively, the "Mortgages") to be executed and delivered by the applicable Grantor in favor of the Co

Section 2.04 — Pledged Equity and Intercompany Notes. (a) The parties hereto acknowledge that the equity interests in the Borrower and its direct and indirect domestic and foreign subsidiaries are subject to separate pledge agreements, as follows: (i) Holdings Pledge Agreement — Granite Peak NIH Holdings, LLC, as pledgor, has pledged to the Collateral Agent 100% of all issued and outstanding equity interests in Nexfo

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Grantor hereby represents and warrants to the Collateral Agent and the Secured Parties as follows:

Section 3.01 — Title and Authority. (a) Each Grantor is the sole legal and beneficial owner of its Collateral, free and clear of all liens, encumbrances, security interests, claims, options, charges, and other restrictions of every kind and nature, except for (i) the Security Interest created by this Security Agreement, (ii) Permitted Liens (as defined in the Credit Agreement), and (iii) liens in favor of Atlas Merid

Section 3.02 — Enforceability. This Security Agreement has been duly executed and delivered by each Grantor and constitutes the legal, valid, and binding obligation of each Grantor, enforceable against each Grantor in accordance with its terms, except as enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement

Section 3.03 — Organizational Information. (a) Each Grantor's exact legal name (as set forth in its certificate of incorporation, certificate of formation, or other organizational document filed with its jurisdiction of organization), entity type, jurisdiction of organization, organizational identification number, employer identification number (EIN), chief executive office and principal place of business, and regist

Section 3.04 — No Conflicts. The execution and delivery of this Security Agreement by each Grantor, the performance by each Grantor of its obligations hereunder, and the grant by each Grantor of the Security Interest in its Collateral do not and will not (a) violate any provision of any law, statute, rule, or regulation applicable to any Grantor, or any order, judgment, injunction, or decree of any court, arbitrator,

Section 3.05 — No Prior Security Interests. (a) Except for (i) Permitted Liens (as defined in the Credit Agreement) and (ii) existing liens and security interests in favor of Atlas Meridian Bank, N.A., as collateral agent, created pursuant to the security agreement dated as of June 14, 2019, as amended (the "Existing Security Agreement"), in connection with that certain Credit Agreement dated as of June 14, 2019, as

Section 3.06 — Accounts and Inventory. (a) Each Account constituting Collateral represents a bona fide and legally enforceable obligation of the applicable account debtor for goods sold, leased, or otherwise disposed of, or for services rendered, in the ordinary course of business. To each Grantor's knowledge, each account debtor is solvent and able to perform its obligations in respect of such Account. (b) All Inven

Section 3.07 — Deposit Accounts and Securities Accounts. (a) Schedule II hereto sets forth a true, complete, and correct list of all deposit accounts and securities accounts maintained by or on behalf of each Grantor as of the date hereof, including the financial institution at which each such account is maintained, the last four digits of each account number, and the type of account. (b) Without limiting the general

Section 3.08 — Intellectual Property. (a) Schedule III hereto sets forth a true, complete, and correct list of all registered and applied-for patents, trademarks, service marks, and copyrights owned by each Grantor as of the date hereof, including the registration or application number, the filing date, the registration date (if applicable), and the jurisdiction of registration. (b) The Grantors' material unregistere

Section 3.09 — Commercial Tort Claims. Schedule IV hereto sets forth a true, complete, and correct list of all commercial tort claims of each Grantor as of the date hereof where the amount in controversy exceeds $2,500,000, including a brief description of each such claim, the court or forum in which such claim is pending (if applicable), and the estimated amount in controversy.

Section 3.10 — Location of Collateral. (a) Schedule V hereto sets forth a true, complete, and correct list of all locations where tangible Collateral (including Equipment, Inventory, and other Goods) is maintained as of the date hereof. (b) The Grantors maintain tangible Collateral at fourteen (14) manufacturing and operating facilities across North America, including the corporate headquarters, specifically includin

Section 3.11 — Compliance with Laws; Sanctions. (a) Each Grantor is in compliance in all material respects with all laws, statutes, regulations, ordinances, rules, orders, judgments, decrees, and other requirements of any governmental authority applicable to such Grantor, its business, and its Collateral. (b) No Grantor, nor any of its directors, officers, employees, or, to the knowledge of such Grantor, agents or af

ARTICLE IV — COVENANTS Each Grantor hereby covenants and agrees with the Collateral Agent and the Secured Parties as follows:

Section 4.01 — Protection of Collateral Agent's Security Interest. (a) Each Grantor shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the Security Interest as a valid and perfected first-priority security interest in the Collateral (subject only to Permitted Liens that have priority by operation of law), including promptly executing and delivering all financing statements, c

Section 4.02 — Further Assurances. Each Grantor shall, at its own cost and expense, promptly execute and deliver to the Collateral Agent such further instruments, documents, agreements, and assurances, and take such further actions, as the Collateral Agent may from time to time reasonably request in order to perfect, protect, maintain, and enforce the Security Interest and the rights and remedies of the Collateral Ag

Section 4.03 — UCC Filings. (a) Each Grantor hereby irrevocably authorizes the Collateral Agent (and its agents, designees, and counsel) to file UCC-1 financing statements (and UCC-3 amendments, continuations, and termination statements) in all relevant filing jurisdictions without the signature of such Grantor, to the fullest extent permitted by applicable law, describing the Collateral in such manner as the Collate

Section 4.04 — Changes in Name, Location, or Structure. (a) Each Grantor shall provide the Collateral Agent with at least thirty (30) days' prior written notice (or such shorter period as the Collateral Agent may agree in writing in its reasonable discretion) before effecting any change in: (i) its legal name; (ii) its identity or organizational structure (including any merger, consolidation, conversion, or change of

Section 4.05 — Maintenance of Collateral. (a) Each Grantor shall maintain and preserve the Collateral in good working order and condition, ordinary wear and tear excepted, in a manner consistent with its current business practices and the practices of prudent companies in the same or similar industries. (b) Each Grantor shall maintain insurance on the Collateral in accordance with the requirements set forth in the Cr

Section 4.06 — Accounts; Inventory. (a) Each Grantor shall keep accurate and complete books and records concerning its Accounts and Inventory in accordance with GAAP and good business practices. (b) Each Grantor shall submit to the Collateral Agent, at such Grantor's expense, such reports regarding the Collateral (including periodic accounts receivable agings, inventory reports, and borrowing base certificates, if ap

Section 4.07 — Deposit Accounts. (a) No Grantor shall open, maintain, or establish any new deposit account or securities account with any financial institution unless (i) the Collateral Agent is given prompt written notice thereof (and in any event within five (5) business days of the opening of such account) and (ii) a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, in form

Section 4.08 — Intellectual Property. (a) Each Grantor shall use commercially reasonable efforts to maintain and preserve its material intellectual Property, including (i) making all necessary filings and payments with the United States Patent and Trademark Office and the United States Copyright Office and all corresponding foreign intellectual property offices, (ii) prosecuting all pending applications for registrat

Section 4.09 — After-Acquired Collateral. The Security Interest granted pursuant to Section 2.01 shall automatically attach to all Collateral (including all property of the types described in Section 2.01) that is acquired by any Grantor after the date hereof, without the necessity of any further grant, act, or filing by any Grantor; provided, however, that each Grantor shall deliver to the Collateral Agent such supp

Section 4.10 — New Subsidiary Grantors. Any new domestic restricted subsidiary of the Borrower that is required to become a Guarantor under Section [__] of the Credit Agreement or the Guarantee Agreement shall, within sixty (60) days after the date on which it becomes a Guarantor (or such longer period as the Administrative Agent may agree in writing), execute and deliver to the Collateral Agent: (a) a Joinder Agreem

Section 4.11 — Commercial Tort Claims. If, at any time after the date hereof, any Grantor obtains rights in any commercial tort claim (whether by commencement of a lawsuit or otherwise) where the amount in controversy exceeds $2,500,000 individually, such Grantor shall promptly (and in any event within thirty (30) days after becoming aware of such claim) (a) notify the Collateral Agent in writing of such commercial t

Section 5.01 — Filing of Financing Statements. (a) Each Grantor hereby authorizes the Collateral Agent to file initial UCC-1 financing statements and all amendments, continuations, and other filings related thereto, describing the Collateral, in all applicable filing offices. Each Grantor agrees that a carbon, photographic, facsimile, or other reproduction of this Security Agreement or of a financing statement shall

Section 5.02 — Control Agreements. (a) Security interests in Deposit Accounts shall be perfected by "control" (within the meaning of Section 9-104 of the UCC) pursuant to Deposit Account Control Agreements executed among the applicable Grantor, the applicable depositary institution, and the Collateral Agent. Deposit Account Control Agreements shall cover all deposit accounts listed on Schedule II hereto, including (i