Contract analysis

Section 1.1 — Defined Terms As used in this Security Agreement, the following terms shall have the meanings set forth below: "Account" shall have the meaning ascribed to such term in Article 9 of the UCC. "Account Debtor" shall have the meaning ascribed to such term in Article 9 of the UCC. "Administrative Agent" shall mean Crescent Harbor Bank, N.A., a national banking association, in its capacity as administrative

Section 1.2 — UCC Terms All capitalized terms used herein and not otherwise defined herein shall, to the extent such terms are defined in Article 9 of the UCC, have the respective meanings ascribed to such terms therein. To the extent that a term used herein is defined in both Article 9 and in another Article of the UCC, the definition contained in Article 9 shall control for purposes of this Security Agreement unles

Section 1.3 — Credit Agreement Definitions Unless otherwise defined herein, all capitalized terms used in this Security Agreement that are defined in the Credit Agreement shall have the respective meanings ascribed to such terms in the Credit Agreement. Such definitions are incorporated herein by reference as if fully set forth herein.

Section 1.4 — Rules of Construction (a) References in this Security Agreement to "Sections," "Articles," "Schedules," and "Exhibits" shall be to Sections, Articles, Schedules, and Exhibits of this Security Agreement unless otherwise specifically provided. (b) Section headings and captions contained in this Security Agreement are for convenience of reference only and shall not affect the interpretation or construction

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.1 — Grant Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing security interest (the "Security Interest") in all of the following property of such Grantor, whether now owned or existing or hereafter acquired or arising and wherever located (all such property being collectively referred to as the "Collateral"): (a) all Accounts; (b) all Chattel Pap

Section 2.2 — Excluded Assets Notwithstanding the provisions of Section 2.1, the Collateral shall not include any of the following (collectively, the "Excluded Assets"): (a) motor vehicles and other assets subject to certificates of title, in each case with a net book value of less than $250,000 per vehicle or per asset; (b) letter-of-credit rights with a face amount or value of less than $1,000,000; (c) commercial t

Section 2.3 — Security Interest Secures Obligations The Security Interest granted pursuant to this Article II secures the prompt and complete payment and performance, when due (whether at stated maturity, by acceleration, or otherwise), of all Obligations, as defined in the Credit Agreement and as further described herein, including, without limitation: (a) all principal amounts owing under the Term Loan B Facility;

ARTICLE III — PERFECTION OF SECURITY INTEREST

Section 3.1 — UCC Financing Statements (a) Each Grantor hereby authorizes the Collateral Agent to file in any filing office in any UCC jurisdiction one or more UCC-1 financing statements (and all amendments, continuation statements, and other filings related thereto) covering the Collateral, naming such Grantor as debtor and the Collateral Agent as secured party, in form and substance satisfactory to the Collateral A

Section 3.2 — Deposit Account Control Agreements (a) Each Grantor shall, on or prior to the Closing Date (as defined in the Credit Agreement), deliver or cause to be delivered to the Collateral Agent duly executed deposit account control agreements (each, a "DACA") in form and substance reasonably satisfactory to the Collateral Agent, with respect to each deposit account maintained by any Grantor at any depository ba

Section 3.3 — Securities Account Control Agreements (a) Each Grantor shall, on or prior to the Closing Date, deliver or cause to be delivered to the Collateral Agent duly executed securities account control agreements (each, a "SACA") in form and substance reasonably satisfactory to the Collateral Agent, with respect to each securities account maintained by any Grantor with any securities intermediary. (b) Each SACA

Section 3.4 — Delivery of Instruments and Tangible Chattel Paper (a) Each Grantor shall promptly deliver to the Collateral Agent, or cause to be delivered to the Collateral Agent, all Instruments (including promissory notes) constituting Collateral with a face amount in excess of $1,000,000, in each case duly endorsed in blank or accompanied by an undated instrument of transfer or assignment duly executed in blank by

Section 3.5 — Intellectual Property Filings (a) Each Grantor acknowledges that the security interest in registered intellectual Property (including patents, trademarks, and copyrights) shall be further perfected by the filing of appropriate notices, assignments, or other documents with the USPTO, the U.S. Copyright Office, and such other governmental authorities as may be required under applicable law, in each case a

Section 3.6 — Commercial Tort Claims (a) Each Grantor represents and warrants that, as of the date hereof, Schedule III hereto sets forth a true and complete list of all commercial tort claims of such Grantor with a reasonably estimated value in excess of $2,500,000. (b) Each Grantor shall promptly (and in any event within thirty (30) days) notify the Collateral Agent in writing of any commercial tort claim acquired

Section 3.7 — Further Assurances (Perfection) Each Grantor shall, at its own expense and upon the reasonable request of the Collateral Agent, promptly execute and deliver, or cause to be executed and delivered, all further instruments, documents, agreements, and certificates, and take all further actions, that the Collateral Agent may reasonably request to (a) perfect and protect the Security Interest granted or inte

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

Section 4.1 — Organization and Good Standing Each Grantor is duly organized or formed, validly existing, and in good standing (or its equivalent, where applicable) under the laws of its jurisdiction of organization or formation, as set forth on Schedule I attached hereto, and has all requisite corporate, limited liability company, or other organizational power and authority to own, operate, and encumber its propertie

Section 4.2 — Authorization and Enforceability Each Grantor has full corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Security Agreement and to grant the Security Interest in the Collateral pursuant hereto. The execution, delivery, and performance by each Grantor of this Security Agreement and the granting of the Security Int

Section 4.3 — Ownership of Collateral Each Grantor is the sole legal and beneficial owner of the Collateral purported to be owned by it, or otherwise has good and valid rights therein, and has full power and authority to grant the Security Interest in such Collateral to the Collateral Agent as provided herein. All such Collateral is free and clear of all Liens, claims, encumbrances, charges, options, and adverse clai

Section 4.4 — Validity of Security Interest The Security Interest constitutes a valid security interest in all Collateral in which a security interest may be created under Article 9 of the UCC (or, with respect to Collateral not governed by Article 9, under other applicable law), securing the payment and performance of the Obligations. Upon (a) the filing of UCC-1 financing statements in the applicable filing jurisdi

Section 4.5 — Grantor Information Each Grantor represents and warrants that the information set forth on the Schedules attached hereto, as supplemented from time to time, is true, correct, and complete in all material respects as of the date hereof (or, in the case of information set forth on any Schedule delivered after the date hereof, as of the date of delivery of such Schedule), including, without limitation: (a)

Section 4.6 — Location of Equipment and Inventory All Equipment and Inventory of each Grantor is located at the addresses and locations set forth on Schedule II attached hereto, and at no other location (other than Equipment or Inventory in transit in the ordinary course of business). Schedule II sets forth a complete and accurate listing of all locations at which any Grantor maintains Equipment or Inventory, includi

Section 4.7 — Accounts Receivable Each Grantor represents and warrants that all Accounts constituting Collateral are genuine, arise out of bona fide sales of goods or renditions of services by such Grantor in the ordinary course of its business, and are enforceable against the applicable Account Debtors in accordance with their terms. No Account Debtor has any defense, setoff, claim, or counterclaim against any Grant

Section 4.8 — Intellectual Property Each Grantor represents and warrants that Schedule IV attached hereto sets forth a true and complete listing of all registered intellectual property (including patents, trademarks, service marks, and copyrights) and all pending applications therefor owned by such Grantor as of the date hereof. Each Grantor is the sole and exclusive owner of all intellectual Property purported to be

Section 4.9 — Deposit Accounts and Securities Accounts Schedule V attached hereto sets forth a true and complete listing of all deposit accounts and securities accounts of each Grantor as of the date hereof, including the name and address of the depository bank or securities intermediary, the last four digits of the account number, and the type of account. Without limiting the foregoing, Schedule V includes the follo

Section 4.10 — Commercial Tort Claims Schedule III attached hereto sets forth a true and complete listing of all commercial tort claims of each Grantor as of the date hereof with a reasonably estimated value in excess of $2,500,000. Except as set forth on Schedule III, no Grantor has any pending or threatened commercial tort claim with a reasonably estimated value in excess of $2,500,000.

Section 4.11 — No Conflicting Liens No effective UCC financing statement, fixture filing, or other public filing or recording covering all or any part of the Collateral is on file in any recording office, except for: (a) UCC-1 financing statements filed in favor of Atlas Meridian Bank, N.A., as secured party, which financing statements relate to the Borrower's prior credit facility and which will be terminated at or

Section 4.12 — Compliance with Laws; Sanctions Each Grantor represents and warrants that (a) it is in compliance with all applicable federal, state, local, and foreign laws, rules, regulations, orders, decrees, and governmental requirements in all material respects, including all applicable sanctions laws and regulations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"), t