Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms All capitalized terms used and not otherwise defined in this Security Agreement shall have the respective meanings ascribed to such terms in the Indenture dated as of April 19, 2022 among the Issuer, the Guarantors, and the Trustee. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings when used herein: "Accounts" means all acc

Section 1.02 — UCC Terms Unless otherwise defined herein, terms used herein that are defined in Article 9 of the UCC (including "account debtor," "chattel paper," "commercial tort claim," "deposit account," "document," "electronic chattel paper," "equipment," "fixture," "general intangible," "goods," "instrument," "inventory," "investment property," "letter-of-credit right," "money," "proceeds," "securities account,"

Section 1.03 — Rules of Interpretation In this Agreement, unless the context otherwise requires: (a) References herein to the Indenture, the Purchase Agreement, the Collateral Agency Agreement, or any other agreement, instrument, or document shall mean such agreement, instrument, or document as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time in accordance with its term

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.01 — Grant To secure the prompt and complete payment and performance of all Secured Obligations, the Grantor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Holders of the Notes, a first-priority continuing security interest in and lien upon all of the Grantor's right, title, and interest in, to, and under the following property, in each case whether

Section 2.02 — Security for Obligations The Collateral secures the prompt and complete payment and performance when due (whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise) of all Secured Obligations. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and that would be owed by the

Section 2.03 — Grantor Remains Liable Anything herein to the contrary notwithstanding: (a) The Grantor shall remain liable under the contracts, agreements, and instruments included in the Collateral to the extent set forth therein, and the Grantor shall perform all of its duties and obligations under such contracts, agreements, and instruments to the same extent as if this Security Agreement had not been executed and

ARTICLE III — PERFECTION OF SECURITY INTEREST

Section 3.01 — UCC Financing Statements (a) The Grantor hereby irrevocably authorizes the Collateral Agent to file, at any time and from time to time, one or more UCC-1 financing statements (and continuation statements, amendments, and supplements thereto) in the appropriate filing offices in any jurisdiction (including the Office of the Secretary of State of the State of Delaware) describing the Collateral or any po

Section 3.02 — Delivery of Certificated Collateral (a) Concurrently with the execution and delivery of this Agreement, or promptly thereafter (and in any event within five (5) Business Days), the Grantor shall deliver to the Collateral Agent (or to its designated agent) all certificated securities and all instruments (including all Intercompany Notes) constituting Collateral, together with undated stock powers, endor

Section 3.03 — Control Agreements (a) The Grantor shall, within thirty (30) days following the date hereof (or such longer period as the Collateral Agent may agree in writing), take all steps necessary to give the Collateral Agent "control" (as defined in Sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the UCC, as applicable) over all Deposit Accounts, securities accounts, commodity accounts, and electronic chattel

Section 3.04 — Intellectual Property Filings (a) The Grantor shall execute and deliver to the Collateral Agent, concurrently with the execution and delivery of this Agreement (or promptly thereafter), such intellectual property security agreements, notices of grant of security interest, short-form assignments, and other documents and instruments as the Collateral Agent may reasonably request to perfect the security i

Section 3.05 — Further Assurances The Grantor shall, at its own cost and expense, execute and deliver such further instruments, agreements, and documents, and take such further actions, as the Collateral Agent may from time to time reasonably request to perfect, maintain, protect, and enforce the first-priority lien and security interest on and in the Collateral granted hereunder, including without limitation: (a) fi

ARTICLE IV — REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants to the Collateral Agent, for the benefit of the Holders of the Notes, as of the date hereof (and as of each date on which such representations and warranties are required to be repeated under the Indenture), as follows:

Section 4.01 — Organization and Good Standing The Grantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Grantor is duly qualified and authorized to do business and is in good standing in each jurisdiction where the character of its properties or the nature of its activities requires such qualification, except where the failure to be so qualified o

Section 4.02 — Authorization; No Conflicts (a) The Grantor has full corporate power and authority to execute, deliver, and perform its obligations under this Security Agreement. The execution, delivery, and performance of this Security Agreement by the Grantor and the grant of the security interest hereunder have been duly authorized by all necessary corporate action on the part of the Grantor, including all necessar

Section 4.03 — Enforceability This Security Agreement has been duly executed and delivered by the Grantor and constitutes the legal, valid, and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general applicability relating to or affecting credi

Section 4.04 — Title to Collateral; No Liens (a) The Grantor has good and marketable title to, or valid and subsisting rights in, all of the Collateral, free and clear of all liens, pledges, mortgages, hypothecations, security interests, charges, encumbrances, and other adverse claims of any nature whatsoever, other than Permitted Liens and the security interest created hereunder. (b) Upon the filing of UCC-1 financi

Section 4.05 — Location of Collateral; Chief Executive Office (a) The Grantor's chief executive office and principal place of business is located at 1209 Orange Street, Wilmington, Delaware 19801. (b) All tangible Collateral (including all Equipment and Inventory) is located at the addresses set forth on Schedule 4.05 attached hereto. (c) The Grantor will not change its chief executive office, principal place of busi

Section 4.06 — Exact Legal Name; Jurisdiction of Organization (a) The exact legal name of the Grantor as it appears on its certificate of incorporation filed with the Secretary of State of the State of Delaware is "Torchlight U.S. Holdings, Inc." The Grantor has not, during the five (5) years preceding the date hereof, had any other legal name, been known by any trade name, or been the surviving or resulting entity i

Section 4.07 — Subsidiaries; Pledged Equity (a) Schedule 4.07 attached hereto sets forth a complete and accurate list, as of the date hereof, of each subsidiary of the Grantor (if any), including the jurisdiction of organization, the authorized and outstanding equity interests of each class, and the percentage of each class of equity interests owned by the Grantor. (b) All Pledged Equity is duly authorized, validly i

Section 4.08 — Accounts and Intercompany Notes (a) Schedule 4.08 attached hereto sets forth a complete and accurate list, as of the date hereof, of all material Accounts, Intercompany Notes, and other receivables of the Grantor, including, with respect to each Intercompany Note, the identity of the obligor, the principal amount outstanding, the maturity date, and the applicable interest rate. (b) Each Account and eac

Section 4.09 — Intellectual Property Schedule 4.09 attached hereto sets forth a complete and accurate list, as of the date hereof, of all material intellectual Property owned by the Grantor, including (i) all registrations and applications for registration of Patents with the United States Patent and Trademark Office, (ii) all registrations and applications for registration of Trademarks with the United States Patent

Section 4.10 — Deposit Accounts Schedule 4.10 attached hereto sets forth a complete and accurate list, as of the date hereof, of all Deposit Accounts maintained by the Grantor, including the name and address of each depository bank, the account number (or last four digits thereof), and the type of account (e.g., operating account, payroll account, money market account).

Section 4.11 — Commercial Tort Claims (a) Schedule 2.01(n) attached hereto sets forth a complete and accurate list, as of the date hereof, of all commercial tort claims of the Grantor, including a brief description of each such claim, the parties thereto, and the estimated amount thereof. (b) The Grantor shall promptly (and in any event within thirty (30) days) notify the Collateral Agent in writing of any new commer

Section 4.12 — No Financing Statements Except for financing statements filed in connection with Permitted Liens and financing statements filed or to be filed pursuant to this Agreement, no effective UCC financing statement, security agreement, or other public filing or recording covering all or any part of the Collateral (or naming the Grantor as debtor or seller) is on file in any filing or recording office in any j

ARTICLE V — COVENANTS The Grantor covenants and agrees with the Collateral Agent, for the benefit of the Holders of the Notes, that, so long as any Secured Obligation remains outstanding and unpaid (other than contingent indemnification obligations for which no claim has been made), the Grantor shall comply with the following covenants:

Section 5.01 — Protection of Collateral The Grantor shall: (a) maintain and preserve the Collateral in good condition and repair (ordinary wear and tear excepted), and not permit any waste or destruction of the Collateral or any part thereof; (b) maintain insurance with respect to the Collateral in accordance with the requirements of the Indenture, and, upon the request of the Collateral Agent, cause the Collateral A

Section 5.02 — Negative Covenants Regarding Collateral The Grantor shall not, without the prior written consent of the Collateral Agent (acting at the direction of the requisite Holders pursuant to the Indenture and the Collateral Agency Agreement): (a) sell, assign, transfer, exchange, convey, lease (as lessor), license (as licensor), or otherwise dispose of any Collateral, except as expressly permitted under the In

Section 5.03 — Collection of Accounts (a) Unless and until an Event of Default has occurred and is continuing, the Grantor may, in the ordinary course of its business and consistent with prudent business practices, collect and receive all payments on and proceeds of the Accounts and Intercompany Notes and use such payments and proceeds in the ordinary course of its business. (b) Upon the occurrence and during the con

Section 5.04 — Intercompany Notes (a) The Grantor shall not amend, supplement, modify, restate, waive, forgive, release, cancel, terminate, extend, refinance, or restructure any Intercompany Note, or consent to any of the foregoing, in a manner that could reasonably be expected to materially and adversely affect the value of such Intercompany Note or the Collateral taken as a whole, without the prior written consent

Section 5.05 — Intellectual Property The Grantor shall: (a) maintain all material intellectual Property in full force and effect and take all actions necessary or desirable to preserve and protect the Grantor's rights therein, including making timely filings of renewal applications, affidavits of use, and other maintenance documents with the United States Patent and Trademark Office, the United States Copyright Offic

Section 5.06 — Notices The Grantor shall promptly (and in any event within ten (10) Business Days) notify the Collateral Agent in writing of: (a) any material change in the nature, composition, or value of the Collateral; (b) the occurrence of any event or circumstance that could reasonably be expected to materially and adversely affect the value of the Collateral taken as a whole or the Collateral Agent's security i

Section 5.07 — Books and Records; Inspection (a) The Grantor shall maintain complete and accurate books and records relating to the Collateral, including books of account, ledger cards, and all computer programs and data storage media used in connection therewith. (b) The Collateral Agent (and its officers, employees, agents, accountants, attorneys, and other representatives) shall have the right, upon reasonable pri

Section 5.08 — Compliance with Laws The Grantor shall comply in all material respects with all applicable federal, state, and local laws, rules, regulations, ordinances, orders, writs, judgments, injunctions, and decrees (including all applicable provisions of the UCC) relating to the Collateral, the use thereof, and the conduct of the Grantor's business, except where the failure to so comply would not reasonably be

ARTICLE VI — EVENTS OF DEFAULT AND REMEDIES

Section 6.01 — Events of Default Each "Event of Default" as defined in and under the Indenture shall constitute an Event of Default under this Security Agreement. Without limiting the foregoing, an Event of Default shall be deemed to have occurred if the Trustee or the Collateral Agent delivers written notice to the Grantor that an Event of Default has occurred and is continuing under the Indenture.

Section 6.02 — Remedies upon Event of Default (a) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, at the written direction of the requisite Holders delivered in accordance with the Indenture and the Collateral Agency Agreement, shall) exercise any one or more of the following remedies, without notice (except as required by applicable law or this Agreement), demand

Section 6.03 — Application of Proceeds The Proceeds of any sale, disposition, or other realization upon all or any part of the Collateral, and any other cash at any time held by the Collateral Agent as Collateral, shall be applied by the Collateral Agent in the following order of priority: (i) First, to the payment of all costs and expenses of the Collateral Agent incurred in connection with such sale, disposition, o

Section 6.04 — Waiver of marshalling The Grantor hereby irrevocably waives, releases, and relinquishes any and all rights to require the marshalling of assets or to require the Collateral Agent to proceed against any particular item or portion of the Collateral before proceeding against any other item or portion of the Collateral, or to require the Collateral Agent to proceed against any other Person or any other sec

Section 6.05 — Cumulative Remedies All rights and remedies of the Collateral Agent hereunder and under the Indenture, the Collateral Agency Agreement, and the other Security Documents are cumulative and not exclusive of any other rights or remedies that the Collateral Agent may have, whether under any agreement, at law, in equity, or otherwise, and shall not be deemed to be a waiver or release of any other right or r

ARTICLE VII — THE COLLATERAL AGENT

Section 7.01 — Appointment and Authority (a) Northern Dominion Trust Company is hereby confirmed as Collateral Agent for the benefit of the Holders of the Notes pursuant to this Agreement and the Collateral Agency Agreement. The Collateral Agent agrees to hold the security interests granted hereunder and all Collateral delivered to or held by it, and to exercise its rights and perform its duties hereunder, in accorda

Section 7.02 — Exculpation (a) The Collateral Agent shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any other Security Document, except for its own gross negligence, bad faith, or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The Collateral Agent shall not be responsible for the validity,