Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings specified below: "Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association organized and existing under the laws of the United States of America, with its principal office located at 1200 Harbor Point Drive, Charlotte, North Carolina 28202, in its capacity as administrative agent under the

Section 1.02 — Terms Defined in Credit Agreement All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. Without limiting the generality of the foregoing, the terms "Business Day," "Event of Default," "Lenders," "Loan Documents," "Permitted Liens," "Required Lenders," "Security Documents," and "Term Loans" shall h

Section 1.03 — UCC Terms Unless otherwise defined in this Agreement, terms used herein that are defined in Article 8 or Article 9 of the UCC (including, without limitation, the terms "account," "certificated security," "control," "general intangible," "investment property," "proceeds," "security," "security entitlement," "securities account," and "uncertificated security") shall have the respective meanings set forth

Section 1.04 — Rules of Construction (a) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the interpretation of any provision hereof. (b) As used in this Agreement, the word "including" (and words of similar import) means "including, without limitation." (c) References to any statute, regulation, or rule shall be deemed to refer to such statute, regulation,

ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 — Grant of Pledge by Holdings Pledgor Holdings Pledgor 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 continuing lien on all of Holdings Pledgor's right, title, and interest in and to the following property, whether now owned or hereafter acquired, whether now existing or hereafter arisin

Section 2.02 — Grant of Pledge by IHDC Pledgor IHDC Pledgor 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 continuing lien on all of IHDC Pledgor's right, title, and interest in and to the following property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and where

Section 2.03 — Security for Obligations The Pledged Collateral (comprising the Holdings Pledged Collateral and the IHDC Frankfurt Pledged Collateral) secures the prompt and complete payment when due (whether at stated maturity, by mandatory or optional prepayment, by acceleration, or otherwise) and performance of all Secured Obligations, including, without limitation: (a) The aggregate principal amount of Nine Hundre

Section 2.04 — Continuing Security Interest The security interest and pledge granted herein are continuing and shall not be deemed satisfied, discharged, or terminated by any intermediate payment or partial satisfaction of the Secured Obligations. The security interest and pledge granted herein shall remain in full force and effect until (a) all Secured Obligations have been indefeasibly paid and performed in full in

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Pledgor, severally and not jointly (except as otherwise expressly provided herein), hereby represents and warrants to the Collateral Agent and each of the Secured Parties as follows as of the date hereof:

Section 3.01 — Organization and Authority (a) Holdings Pledgor is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and in good standing in each other jurisdiction where the ownership of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified could not reas

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

Section 3.03 — Ownership of Pledged Collateral (a) Holdings Pledgor is the sole record and beneficial owner of one hundred percent (100%) of the outstanding limited liability company membership interests in IHDC, free and clear of all liens, claims, charges, encumbrances, security interests, options, warrants, rights of first refusal, and restrictions of any kind or nature whatsoever, except for (i) the lien and secu

Section 3.04 — Description of Pledged Collateral (a) IHDC Membership Interests. The IHDC Membership Interests are as described in Schedule I hereto and represent one hundred percent (100%) of the outstanding membership interests in IHDC. The membership interests of IHDC are governed by the IHDC Operating Agreement. The registered agent of IHDC in the State of Delaware is Cascade Systems, with an address at 160 Greent

Section 3.05 — No Conflicts The execution, delivery, and performance of this Agreement by each Pledgor, and the grant of the security interests and pledges contemplated hereby, do not and will not: (a) Violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, the certificate of incor

Section 3.06 — No Consents No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority or regulatory body, or any other person, is required in connection with the execution, delivery, and performance of this Agreement by either Pledgor or the grant of the security interests and pledges contemplated hereby, except for: (a) The filing of UCC-1 financing statements

Section 3.07 — Perfection (a) Upon the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming each Pledgor as debtor and the Collateral Agent as secured party, in the form attached hereto as Exhibit B (or substantially similar thereto), the security interests created by this Agreement in the IHDC Membership Interests and the Frankfurt Pledged Interests (to the extent such int

Section 3.08 — Litigation There are no actions, suits, investigations, or proceedings pending or, to either Pledgor's knowledge after reasonable inquiry, threatened against or affecting either Pledgor before any court, arbitral tribunal, governmental authority, or administrative body that (a) could reasonably be expected to affect the legality, validity, or enforceability of this Agreement or any material provision h

Section 3.09 — OFAC and Sanctions Compliance Neither Pledgor, nor any of its officers, directors, managing members, managers, or affiliates, is currently identified on the Specially Designated Nationals and blocked Persons List maintained by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), or is otherwise a "Sanctioned Person" as defined in the Credit Agreement. Neither P

Section 3.10 — Tax Identification Holdings Pledgor's Employer Identification Number is 84-3291044. IHDC Pledgor's Employer Identification Number is 84-3291057. Each Pledgor's exact legal name and jurisdiction of organization are as set forth in the preamble to this Agreement and are the names and jurisdictions that would be disclosed in a search of filings made under the UCC as in effect in the State of Delaware as o

ARTICLE IV — COVENANTS Each Pledgor, severally and not jointly (except as otherwise expressly provided herein), hereby covenants and agrees with the Collateral Agent as follows:

Section 4.01 — Protection of Collateral Agent's Interest Each Pledgor shall, at its own cost and expense, take all commercially reasonable actions necessary or desirable to maintain, preserve, protect, and defend (a) the Pledged Collateral, (b) the Collateral Agent's security interest in the Pledged Collateral, and (c) the first-priority status of the Collateral Agent's security interest in the Pledged Collateral. Wi

Section 4.02 — Restrictions on Transfer and Liens No Pledgor shall, without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the Credit Agreement): (a) Sell, assign, transfer, convey, exchange, pledge, hypothecate, or otherwise dispose of or encumber any of the Pledged Collateral (or any interest therein), or enter into or consummate any agreement, arrangement,

Section 4.03 — Maintenance of Existence Each Pledgor shall maintain in full force and effect its legal existence and good standing in its jurisdiction of organization (the State of Delaware) and in each other jurisdiction where the ownership of its properties or the conduct of its business requires such qualification. IHDC Pledgor shall take all commercially reasonable actions to ensure that IHDC Frankfurt maintains

Section 4.04 — Operating Agreements and Organizational Documents (a) No Pledgor shall amend, modify, supplement, restate, terminate, or waive (or consent to the amendment, modification, supplement, restatement, termination, or waiver of) any provision of the organizational documents of IHDC (including the IHDC Operating Agreement, the certificate of formation, and any other governing documents) or IHDC Frankfurt (inc

Section 4.05 — Dividends, Distributions, and Voting Rights (a) Prior to an Event of Default: (i) Each Pledgor shall be entitled to exercise all voting rights, consent rights, and other consensual rights and powers pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement, or the other Loan Documents. (ii) Each Pledgor shall be enti

Section 4.06 — UCC Financing Statements and Further Assurances (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent to file (and, if applicable, to sign on behalf of such Pledgor) UCC-1 financing statements, continuation statements, amendments, and termination statements (and similar filings in any applicable jurisdiction) with the Secretary of State of the State of Delaware and with any other applicab

Section 4.07 — Change of Name, Jurisdiction, or Structure Each Pledgor shall provide the Collateral Agent with at least thirty (30) days' prior written notice before: (a) Changing its legal name (including any change from the name under which such Pledgor's financing statement was filed) or adopting any trade name, fictitious business name, or "doing business as" name; (b) Changing its jurisdiction of organization fr

Section 4.08 — Compliance with Credit Agreement Each Pledgor shall comply in all material respects with all applicable covenants, conditions, and requirements of the Credit Agreement and the other Loan Documents applicable to such Pledgor, including, without limitation: (a) The financial covenants set forth in Section 7.11 of the Credit Agreement, including (i) the Maximum Net Leverage Ratio covenant (requiring that

ARTICLE V — ADDITIONAL PROVISIONS REGARDING PLEDGED COLLATERAL

Section 5.01 — Certificated Interests (a) If at any time the IHDC Membership Interests, or any portion thereof, become represented by one or more certificates (whether by election, amendment of the IHDC Operating Agreement, conversion to Article 8 status under the UCC, or otherwise), Holdings Pledgor shall immediately (and in any event within three (3) Business Days) deliver all such certificates to the Collateral Ag

Section 5.02 — Registration in Nominee Name The Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default, to have any or all of the Pledged Collateral registered in the name of the Collateral Agent or its nominee (including any custodian, sub-agent, or securities intermediary designated by the Collateral Agent), and each Pledgor shall promptly execute a

Section 5.03 — Additional Equity Interests If, at any time after the date hereof, either Pledgor shall acquire any additional equity interests in IHDC or IHDC Frankfurt, whether by purchase, issuance, stock dividend, stock split, reclassification, recapitalization, conversion, exchange, distribution, merger, or otherwise, all such additional equity interests shall automatically and immediately be subject to the pledg

Section 5.04 — Intercreditor Matters (a) The liens and security interests granted hereunder, and the exercise of any right or remedy by the Collateral Agent hereunder, are subject in all respects to the terms and provisions of the Intercreditor Agreement, including the priority of the existing Super-Senior Revolving Credit Facility in the aggregate committed amount of One Hundred Million Dollars ($100,000,000) (undra

ARTICLE VI — REMEDIES UPON EVENT OF DEFAULT

Section 6.01 — Events of Default As used in this Agreement, the term "Event of Default" shall have the meaning assigned to such term in the Credit Agreement, which includes, among other events, (a) failure to pay principal or interest when due, (b) breach of any financial covenant, (c) breach of any representation or warranty that is materially incorrect when made, (d) cross-default with respect to indebtedness in ex

Section 6.02 — Rights and Remedies upon Default Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (acting at the direction of the Required Lenders as provided in the Credit Agreement) shall have and may exercise any or all of the following rights and remedies, in addition to all other rights and remedies available to the Collateral Agent and the Secured Parties under applicab