Contract analysis

Section 1.1 — Defined Terms Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement or the Security Agreement dated as of May 4, 2023 (the "Security Agreement"), by and among the Borrowers, the Guarantors, and the Collateral Agent. As used in this Pledge Agreement, the following terms shall have the following meanings: "Collateral Agent

Section 1.2 — Other Interpretive Provisions The rules of construction set forth in this Section 1.2 shall apply to this Pledge Agreement unless the context otherwise requires: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "inclu

Section 1.3 — Credit Agreement Controls In the event of any conflict or inconsistency between the terms and provisions of this Pledge Agreement and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall govern and control to the extent of such conflict or inconsistency.

ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.1 — Pledge and Grant (a) Holdings Pledgor Pledge. As security for the payment, performance, and observance of all Obligations, CRH hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority continuing security interest in and lien on all of CRH's right, title, and interest in, to, and under the following, in each case whether n

Section 2.2 — Security for Obligations The Pledge Collateral secures the prompt and complete payment when due (whether at stated maturity, by acceleration, or otherwise), performance, and observance of all Obligations, whether now existing or hereafter arising, direct or indirect, absolute or contingent, under the Credit Agreement and the other Loan Documents, including, without limitation, the $300,000,000 aggregate

Section 2.3 — Delivery of Pledge Collateral (a) Certificated Securities. To the extent any Pledged Interests are or become certificated securities (as defined in Article 8 of the UCC), the applicable Pledgor shall deliver, or cause to be delivered, to the Collateral Agent all original certificates representing such Pledged Interests, in each case accompanied by undated stock powers or transfer powers (substantially i

Section 2.4 — Continuing Security Interest; Termination The pledge and security interest granted hereunder constitute a continuing security interest and shall remain in full force and effect until the Termination Date. As used herein, the "Termination Date" means the date on which all of the following conditions have been satisfied: (i) all Obligations have been irrevocably paid in full in cash (other than contingent

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Pledgor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof and as of the Closing Date, as follows:

Section 3.1 — Ownership and Title Each Pledgor is the sole legal and beneficial owner of the Pledged Interests set forth opposite such Pledgor's name on Schedule I hereto, free and clear of all Liens (as defined in the Credit Agreement) other than (x) the Lien in favor of the Collateral Agent created by this Pledge Agreement and (y) Permitted Liens (as defined in the Credit Agreement). Without limiting the generality

Section 3.2 — Due Authorization; No Conflicts Each Pledgor has full corporate or limited liability company power and authority, as applicable, to execute, deliver, and perform its obligations under this Pledge Agreement and to grant the security interest and pledge contemplated hereby. The execution, delivery, and performance of this Pledge Agreement by each Pledgor and the granting of the security interest and pledg

Section 3.3 — Validity and Enforceability This Pledge 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, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and

Section 3.4 — No Required Consents No consent, approval, authorization, order, registration, qualification, or filing of or with any governmental authority or any other person (including the shareholders, members, or other equity holders of any Pledged Entity) is required for the execution, delivery, and performance by each Pledgor of this Pledge Agreement or for the grant of the security interest contemplated hereby

Section 3.5 — Pledged Interests Description The Pledged Interests are accurately and completely described on Schedule I hereto. The Pledged Interests listed on Schedule I constitute (a) with respect to each Domestic Pledged Entity, one hundred percent (100%) of the issued and outstanding equity interests of such Domestic Pledged Entity, and (b) with respect to the Foreign Pledged Entity (CRC), sixty-five percent (65%

Section 3.6 — Validly Issued Interests All Pledged Interests have been duly authorized and validly issued in accordance with the organizational documents of the applicable Pledged Entity and all applicable laws. With respect to the corporate Pledged Entities (CDC and CFS), the shares of capital stock constituting the Pledged Interests are fully paid and nonassessable. With respect to the limited liability company Ple

Section 3.7 — Perfection (a) Upon the delivery to the Collateral Agent of the certificates representing the certificated Pledged Interests (together with undated stock powers or transfer powers duly executed in blank) in accordance with Section 2.3(a), the Collateral Agent will have a first-priority perfected security interest in such certificated Pledged Interests, subject only to Permitted Liens. (b) Upon the filin

Section 3.8 — No Other Pledge None of the Pledged Interests is subject to any prior pledge, hypothecation, assignment, charge, or security interest in favor of any person other than (a) the security interest created by this Pledge Agreement in favor of the Collateral Agent and (b) Permitted Liens (as defined in the Credit Agreement). The existing UCC financing statements filed by Harborview Lending Group, LLC against

Section 3.9 — Organizational Information The information set forth on Schedule I hereto with respect to each Pledgor and each Pledged Entity (including the entity type, jurisdiction of organization, principal office address, and employer identification number of each such entity) is true, correct, and complete in all respects as of the date hereof. Without limiting the foregoing: (a) CRH is a corporation organized an

ARTICLE IV — COVENANTS Each Pledgor covenants and agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

Section 4.1 — Maintenance of Pledge; No Disposition No Pledgor shall sell, assign, transfer, exchange, convey, or otherwise dispose of, or grant any option, warrant, right of first refusal, or other right with respect to, any of the Pledge Collateral or any interest therein, except as expressly permitted under the Credit Agreement (including dispositions permitted under the disposition basket of $10,000,000 per fisca

Section 4.2 — No Additional Liens No Pledgor shall create, incur, assume, or suffer or permit to exist any Lien on any of the Pledge Collateral or any interest therein, except for (a) the security interest granted in favor of the Collateral Agent pursuant to this Pledge Agreement and (b) Permitted Liens as defined in the Credit Agreement. Each Pledgor shall defend the Pledge Collateral and the Collateral Agent's secu

Section 4.3 — Further Assurances Each Pledgor shall, at its own cost and expense, promptly execute and deliver, or cause to be executed and delivered, such further instruments, documents, and agreements, and take such further actions, as the Collateral Agent may from time to time reasonably request to carry out the intent and purposes of this Pledge Agreement, to create, preserve, protect, and perfect the security in

Section 4.4 — Preservation of Pledged Entities Each Pledgor shall take all actions reasonably necessary to maintain the good standing and valid existence of each Pledged Entity in its jurisdiction of organization, including the timely filing of all annual reports and the payment of all franchise taxes and fees required by applicable law; provided, however, that this Section 4.4 shall not restrict any merger, consolid

Section 4.5 — Notification of Changes Each Pledgor shall provide the Collateral Agent with not less than thirty (30) days' prior written notice of any of the following: (i) any change in such Pledgor's legal name or any trade name or fictitious business name under which such Pledgor conducts business; (ii) any change in such Pledgor's jurisdiction of organization; (iii) any change in such Pledgor's organizational ide

Section 4.6 — After-Acquired Equity Interests If any Pledgor shall at any time acquire (whether by purchase, dividend, stock split, conversion, exchange, contribution, or otherwise) any additional equity interests in any Pledged Entity (or in any newly formed or acquired domestic subsidiary that is required to be a Pledged Entity under the terms of the Credit Agreement), such Pledgor shall promptly (and in any event

Section 4.7 — Voting Rights; Dividends (a) Prior to an Event of Default. Unless and until an Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to: (i) exercise any and all voting and consensual rights pertaining to the Pledge Collateral for any purpose not inconsistent with the terms or purposes of this Pledge Agreement, the Credit Agreement, or the other Loan Documents; and (ii)

Section 4.8 — Organizational Documents No Pledgor shall, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld, conditioned, or delayed), amend, modify, supplement, restate, or waive any provision of the certificate of incorporation, bylaws, limited liability company agreement, operating agreement, or other organizational document of any Pledged Entity, in each ca

Section 5.1 — Remedies Upon Event of Default Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), the Collateral Agent may, at its option, without demand of performance or other demand, advertisement, or notice of any kind (except any notice required by law that cannot be waived) to or upon any Pledgor or any other person (all and each of which demands, advertise

Section 5.2 — Sale of Pledge Collateral Each Pledgor acknowledges and agrees that the Pledge Collateral, or any portion thereof, may be subject to one or more restrictions on transfer or resale imposed by applicable securities laws (including the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities or "blue sky" laws) and that, accordingly, the Collateral Agent may be unable to e

Section 5.3 — Application of Proceeds The cash proceeds actually received by the Collateral Agent from any sale of, collection from, or other realization upon all or any part of the Pledge Collateral shall be applied in the following order of priority: First, to the payment of all costs, expenses, and fees incurred by the Collateral Agent in connection with the exercise of its rights and remedies hereunder, including

Section 5.4 — Remedies Cumulative All rights and remedies of the Collateral Agent under this Pledge Agreement, the Credit Agreement, and the other Loan Documents are cumulative, may be exercised simultaneously or in any order, and are not exclusive of any other rights or remedies provided by law, in equity, or by any other agreement. The exercise of one right or remedy shall not be deemed a waiver of or preclude the

Section 5.5 — Waiver of Defenses Each Pledgor waives, to the fullest extent permitted by applicable law: (a) any defense based upon or arising by reason of the adequacy or inadequacy of the Pledge Collateral; (b) any defense based upon the manner or method of any sale, collection, or other realization upon all or any part of the Pledge Collateral, or any defense arising by reason of the lack of a commercially reasona

ARTICLE VI — THE COLLATERAL AGENT

Section 6.1 — Appointment and Authority Each Pledgor acknowledges and agrees that Crescent Harbor Bank, National Association, has been appointed as Collateral Agent under the Credit Agreement to act for the ratable benefit of the Secured Parties. The Collateral Agent's rights, powers, duties, and obligations under this Pledge Agreement are subject to, and shall be exercised and performed in accordance with, the provi

Section 6.2 — Collateral Agent's Duties The Collateral Agent shall have no duties or responsibilities with respect to the Pledge Collateral or this Pledge Agreement other than those expressly set forth herein and in the Credit Agreement. Without limiting the generality of the foregoing: (a) The Collateral Agent shall not be obligated to take any action hereunder that, in the Collateral Agent's reasonable judgment, wo

Section 6.3 — Successor Collateral Agent Any successor Administrative Agent appointed under the Credit Agreement in accordance with the terms thereof shall automatically become the successor Collateral Agent under this Pledge Agreement, and shall thereupon succeed to and become vested with all of the rights, powers, privileges, and duties of the Collateral Agent hereunder, and the predecessor Collateral Agent shall b

Section 7.1 — Notices All notices, requests, demands, consents, and other communications required or permitted to be given under this Pledge Agreement shall be in writing and shall be given, delivered, and deemed received in accordance with the notice provisions set forth in the Credit Agreement. For purposes of this Pledge Agreement, notices shall be addressed as follows: If to CRH or CROC: Cascade Retail Holdings I

Section 7.2 — Amendments and Waivers No amendment, modification, supplement, or waiver of any provision of this Pledge Agreement, and no consent to any departure by any Pledgor therefrom, shall be effective unless in writing and signed by the Collateral Agent (acting at the direction of the Required Lenders under the Credit Agreement) and the applicable Pledgor or Pledgors party hereto. Any such waiver or consent sha

Section 7.3 — Successors and Assigns This Pledge Agreement shall be binding upon and inure to the benefit of the Pledgors, the Collateral Agent, and the other Secured Parties, and their respective successors, transferees, and permitted assigns. No Pledgor may assign or transfer any of its obligations under this Pledge Agreement without the prior written consent of the Collateral Agent, and any purported assignment or

Section 7.4 — Governing Law This Pledge Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but without regard to the conflicts of laws principles thereof, other than such Sections).

Section 7.5 — Submission to Jurisdiction; Waiver of Jury Trial (a) Jurisdiction. Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (i) the United States District Court for the Southern District of New York sitting in the Borough of Manhattan and (ii) the Supreme Court of the State of New York, New York County, and any appellate court from any th

Section 7.6 — Severability If any provision of this Pledge Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Pledge Agreement, and such invalid, illegal, or unenforceable provision shall be reformed, construed, and enfo

Section 7.7 — Entire Agreement This Pledge Agreement, together with the Credit Agreement, the Security 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, representations, warranties, statements, promises, undertakings, and negotiations, whether written or oral, with respect to the subject mat

Section 7.8 — Headings The Article and Section headings contained in this Pledge Agreement are inserted for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of any provision of this Pledge Agreement.

Section 7.9 — Counterparts; Electronic Signatures This Pledge Agreement may be executed in any number of counterparts, each of which when so executed and delivered 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 to this Pledge Agreement by facsimile transmission or by electronic means (including .pd

Section 7.10 — Termination This Pledge Agreement and the security interest and lien granted hereunder shall terminate on the Termination Date, being the date on which all of the following conditions have been satisfied: (a) all Obligations have been irrevocably paid in full in cash (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted), (b) all Commitments u

Section 7.11 — Reinstatement If at any time any payment or distribution made by or on behalf of any Pledgor, any Borrower, or any Guarantor with respect to the Obligations is rescinded, set aside, invalidated, declared to be fraudulent or preferential, or must otherwise be returned, restored, or repaid by the Collateral Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation, reorganizati

Section 7.12 — Conflicts with Credit Agreement In the event of any conflict or inconsistency between the terms, conditions, o