Contract analysis

Section 1.01 — Defined Terms Capitalized terms used and not otherwise defined in this Guaranty Agreement shall have the respective meanings ascribed to such terms in the Credit Agreement. As used in this Guaranty Agreement, the following terms shall have the following meanings: "Administrative Agent" means Crescent Harbor Bank, National Association, a national banking association with its principal offices at 780 Par

Section 1.02 — Rules of Interpretation (a) References herein to the Credit Agreement shall be deemed to include all exhibits, schedules, annexes, and appendices thereto and all amendments, restatements, supplements, and other modifications thereto from time to time. (b) Terms used but not defined herein that are defined in the Uniform Commercial Code as in effect in the State of New York (the "UCC") shall have the me

Section 2.01 — Guaranty of Obligations Each Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to the Administrative Agent and the Secured Parties, as primary obligor and not merely as surety, the full and punctual payment when due (whether at stated maturity, by acceleration, by required prepayment, or otherwise) and performance of all Guaranteed Obligations. This Guaranty constitutes a guarant

Section 2.02 — Guaranty Absolute The obligations of each Guarantor under this Article II are absolute, unconditional, and irrevocable, irrespective of the value, genuineness, validity, regularity, or enforceability of any of the Guaranteed Obligations or any other agreement or instrument referred to herein or therein, or any substitution, release, impairment, or exchange of any collateral or other security for any of

Section 2.03 — Waivers Each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law: (a) promptness, diligence, notice of acceptance of this Guaranty, and any other notice with respect to any of the Guaranteed Obligations and this Guaranty, including, without limitation, notice of the incurrence of any Guaranteed Obligation or any extension of credit by any Secured Party; (b) presentmen

Section 2.04 — Continuing Guaranty; Reinstatement (a) This Guaranty is a continuing guaranty and shall remain in full force and effect until the Payment in Full of all Guaranteed Obligations, the expiration or termination of all Letters of Credit issued under the Credit Agreement, the termination of all Commitments under the Credit Agreement, and the payment of all other amounts payable hereunder. This Guaranty shall

Section 2.05 — Subrogation (a) Each Guarantor hereby unconditionally and irrevocably waives all rights of subrogation, contribution, reimbursement, and indemnity whatsoever against the Borrowers and any other Guarantor, and each Guarantor hereby unconditionally and irrevocably waives all rights to enforce any remedy that the Administrative Agent or any other Secured Party now has or may hereafter have against any Bor

Section 2.06 — Limitation on Guarantor Liability (a) Fraudulent Conveyance Savings Clause. Notwithstanding any other provision of this Guaranty to the contrary, the obligations of each Guarantor under this Article II shall be limited to the maximum amount that can be guaranteed by such Guarantor under applicable federal and state law relating to the insolvency of debtors, including, without limitation, the Uniform Fr

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Guarantor hereby represents and warrants to the Administrative Agent and each other Secured Party as follows:

Section 3.01 — Organization and Good Standing (a) Cascade Digital Commerce Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Employer Identification Number: 84-3720158), with its principal offices located at 500 Fremont Street, Suite 200, Portland, OR 97209. (b) Cascade Outlet Stores LLC is a limited liability company duly organized, validly existing

Section 3.02 — Power and Authority Each Guarantor has the corporate or limited liability company power and authority to execute, deliver, and perform its obligations under this Guaranty Agreement, the Security Agreement, and each other Loan Document to which it is or will be a party. The execution, delivery, and performance of this Guaranty Agreement and each other Loan Document to which such Guarantor is a party hav

Section 3.03 — Due Authorization; No Conflicts (a) The execution, delivery, and performance by each Guarantor of this Guaranty Agreement and each other Loan Document to which such Guarantor is a party have been duly authorized by all necessary corporate or limited liability company action of such Guarantor. (b) The execution, delivery, and performance by each Guarantor of this Guaranty Agreement and each other Loan D

Section 3.04 — Enforceability This Guaranty Agreement constitutes the legal, valid, and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, and other similar laws affecting the enforcement of creditors' rights general

Section 3.05 — Governmental Approvals No governmental or regulatory authorization, consent, approval, order, license, franchise, permit, or exemption from, and no registration, qualification, designation, declaration, or filing with, any federal, state, local, or foreign governmental or regulatory authority is required in connection with the execution, delivery, or performance by any Guarantor of this Guaranty Agreem

Section 3.06 — Benefit Each Guarantor has derived or expects to derive substantial direct and indirect benefit from the extensions of credit under the Credit Agreement and the Loans made thereunder. Each Guarantor is a wholly owned subsidiary of CROC and is an integral component of the Cascade enterprise. The Borrowers' access to $300,000,000 in revolving credit (with approximately $150,000,000 drawn on the date here

Section 3.07 — Solvency After giving effect to the transactions contemplated by the Credit Agreement and this Guaranty Agreement (including the incurrence of Loans and the execution and delivery of the Loan Documents on the date hereof), each Guarantor is Solvent. Specifically, as of the date hereof and after giving effect to the transactions contemplated hereby: (a) the fair saleable value of the assets of each Guar

Section 3.08 — Incorporation of Credit Agreement Representations Each Guarantor hereby confirms that all representations and warranties set forth in the Credit Agreement that are applicable to such Guarantor are true and correct in all material respects as of the date hereof (or, to the extent that such representations and warranties specifically refer to an earlier date, as of such earlier date), subject to the mate

Section 4.01 — Affirmative Covenants Each Guarantor covenants and agrees that, from and after the date hereof and until the Payment in Full of all Guaranteed Obligations: (a) Preservation of Existence. Each Guarantor shall preserve, renew, and maintain in full force and effect its corporate or limited liability company existence and good standing under the laws of its jurisdiction of organization, except as otherwise

Section 4.02 — Negative Covenants Each Guarantor covenants and agrees that, from and after the date hereof and until the Payment in Full of all Guaranteed Obligations, except as otherwise expressly permitted by the Credit Agreement: (a) Fundamental Changes. No Guarantor shall merge, consolidate with, or be acquired by any other Person, or sell, assign, transfer, lease, or otherwise dispose of (whether in one transact

Section 4.03 — Additional Guarantors If, at any time after the date hereof, any domestic subsidiary of CRH or CROC is required under Section [applicable section] of the Credit Agreement to become a Guarantor hereunder, such domestic subsidiary shall, within the time period specified in the Credit Agreement, execute and deliver to the Administrative Agent a Guaranty Supplement substantially in the form of Exhibit A at

ARTICLE V — EVENTS OF DEFAULT; REMEDIES

Section 5.01 — Events of Default Each of the following shall constitute an Event of Default under this Guaranty Agreement (each, a "Guaranty Event of Default"), in addition to, and without prejudice to, the Events of Default set forth in the Credit Agreement: (a) Payment Default. Failure by any Guarantor to make any payment required under this Guaranty Agreement when due, whether at stated maturity, upon acceleration

Section 5.02 — Remedies (a) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, upon the written direction of the Required Lenders (as defined in the Credit Agreement), shall) exercise any one or more of the following remedies: (i) declare all Guaranteed Obligations to be immediately due and payable, without presentment, demand, protest, or notice of any kind, all

Section 6.01 — Subordination of Intercompany Debt Each Guarantor hereby agrees that any and all Indebtedness of any Borrower or any other Guarantor now or hereafter owed to such Guarantor (whether for principal, interest, fees, expenses, or otherwise, and whether arising under any intercompany loan, advance, management fee arrangement, tax-sharing agreement, or otherwise) is and shall be subordinate and junior in rig

Section 7.01 — Notices All notices, requests, demands, consents, instructions, or other communications required or permitted to be given under or by reason of this Guaranty Agreement shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Credit Agreement. All such notices, requests, demands, and other communications shall be addressed as follows (or to such other address

Section 7.02 — Amendments and Waivers No amendment, modification, termination, or waiver of any provision of this Guaranty Agreement, and no consent to any departure by any Guarantor therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent (acting at the direction of the Required Lenders, to the extent required under the Credit Agreement) and each Guarantor party hereto

Section 7.03 — Successors and Assigns This Guaranty Agreement shall be binding upon each Guarantor and its respective successors and assigns, and shall inure to the benefit of the Administrative Agent, the Secured Parties, and their respective successors and permitted assigns. No Guarantor may assign or transfer any of its obligations hereunder without the prior written consent of the Administrative Agent (acting at

Section 7.04 — Governing Law THIS GUARANTY 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 CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 7.05 — Submission to Jurisdiction; Venue (a) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of the Supreme Court of the State of New York, New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to thi

Section 7.06 — Waiver of Jury Trial EACH GUARANTOR, THE ADMINISTRATIVE AGENT, AND EACH SECURED PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT, ANY OTHER LOAN DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREBY

Section 7.07 — Severability If any provision of this Guaranty Agreement is held to be illegal, invalid, or unenforceable by any court of competent jurisdiction, such provision shall be fully severable, and this Guaranty Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof. The remaining provisions of this Guaranty Agreement shall remain in

Section 7.08 — Entire Agreement This Guaranty Agreement, together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the parties with respect to such subject matter. There are no representations, warr

Section 7.09 — Headings Article and Section headings and the table of contents used herein are for convenience of reference only, are not part of this Guaranty Agreement, and shall not affect the construction of, or be taken into consideration in interpreting, this Guaranty Agreement.

Section 7.10 — Counterparts; Electronic Execution This Guaranty Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Guaranty Agreement by facsimile transmission or by electronic transmission in portable docume

Section 7.11 — No Third-Party Beneficiaries This Guaranty Agreement is solely for the benefit of the Administrative Agent, the Secured Parties, and their respective successors and permitted assigns. No other Person (including, without limitation, any Borrower) shall have or be deemed to have any legal or equitable right, remedy, or claim under or with respect to this Guaranty Agreement or any provision hereof. Nothin

Section 7.12 — Set-Off In addition to any rights and remedies of the Administrative Agent and the Lenders provided by law, each Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender, at any time and from time to time upon the occurrence and during the continuance of an Event of Default, without notice to such Guarantor (any such notice being expressly waived by each Guarantor to the fullest