Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as administrative agent under the Credit Agreement, and its successors and assigns in such capacity. The Administrative Agent's address for purposes of notices and other communications is 320 Federa

Section 1.02 — Interpretation and Other Definitional Provisions (a) Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Credit Agreement. (b) All references herein to Articles, Sections, Schedules, and Exhibits are to Articles, Sections, Schedules, and Exhibits of this Agreement unless otherwise specified. (c) Words importing the singular number shall inc

Section 1.03 — UCC Terms Terms defined in the UCC (including Article 8 and Article 9 thereof, as applicable) that are not otherwise defined in this Agreement shall have the meanings given in the UCC. Without limiting the foregoing, the terms "authenticate," "certificated security," "control," "entitlement holder," "financial asset," "investment property," "proceeds," "securities account," "securities intermediary," "

ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 — Grant of Pledge and Security Interest As security for the prompt and complete payment and performance when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise) of the Obligations, the Pledgor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority continuing security

Section 2.02 — Secured Obligations The Pledge and the security interest granted hereunder secure the prompt and complete payment and performance of all Obligations of the Borrower and the Guarantors (including the Pledgor, in its capacity as a Guarantor under the Guarantee Agreement) under the Credit Agreement, the Guarantee Agreement, and all other Loan Documents, whether now existing or hereafter arising. Without l

Section 2.03 — Limitation on Pledge — CFC/Tax Considerations (a) Notwithstanding anything herein to the contrary, the Pledgor shall not pledge, and the Collateral Agent shall not have a security interest in or lien upon, more than sixty-five percent (65%) of the issued and outstanding Voting Equity Interests in the Pledged Entity at any time. The remaining thirty-five percent (35%) of the issued and outstanding Votin

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR The Pledgor hereby represents and warrants to the Collateral Agent and each of the Secured Parties as follows, as of the date hereof and as of each date on which such representations and warranties are deemed to be made or repeated under the Credit Agreement:

Section 3.01 — Organization and Good Standing The Pledgor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Pledgor has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as now conducted. The Pledgor has been issued a certificate of good standing by the Secretary of State of the State of

Section 3.02 — Due Authorization; No Conflict (a) The execution, delivery, and performance by the Pledgor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Pledgor, including the adoption of resolutions by the Board of Directors of the Pledgor, which resolutions have been duly certified by the Secretary or an A

Section 3.03 — Enforceability This Agreement constitutes the legal, valid, and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent transfer, or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and (b) general principl

Section 3.04 — Ownership and Title (a) The Pledgor is the sole record and beneficial owner of the Pledged Equity Interests, free and clear of all liens, claims, charges, encumbrances, security interests, options, warrants, rights of first refusal, or other restrictions or limitations of any nature whatsoever, other than (i) the security interest created in favor of the Collateral Agent pursuant to this Agreement, and

Section 3.05 — Description of Pledged Entity (a) Nexford Canada Holdings ULC is an unlimited liability company duly organized and validly existing under the Business Corporations Act (British Columbia), Canada. The Pledged Entity is in good standing under the laws of British Columbia (to the extent that such concept is applicable under British Columbia law) and has all requisite corporate power and authority to own,

Section 3.06 — No Prior Pledges or Encumbrances (a) None of the Pledged Equity Interests are subject to any prior pledge, assignment, lien, security interest, charge, option, warrant, right of first refusal, or other encumbrance or restriction of any kind, other than the first-priority security interest in favor of the Collateral Agent created pursuant to this Agreement and, to the extent applicable, any Permitted Li

Section 3.07 — Consents No consent, approval, authorization, or order of, or filing, registration, or qualification with, any court, governmental authority, regulatory body, or other third party is required in connection with the execution, delivery, and performance by the Pledgor of this Agreement or the pledge of the Pledged Equity Interests hereunder, except for: (i) the filing of UCC-1 financing statements with t

Section 3.08 — No Options or Commitments The Pledgor has not granted, and there are not currently outstanding, any options, warrants, calls, subscriptions, conversion rights, exchange rights, or other rights, agreements, or commitments of any kind obligating the Pledgor or the Pledged Entity to issue, sell, transfer, or otherwise dispose of any equity interest in the Pledged Entity, or any securities convertible into

Section 3.09 — Certificated or Uncertificated Interests (a) As of the date hereof, the Pledged Equity Interests are represented by certificates, as set forth on Schedule I hereto. The Pledgor has delivered to the Collateral Agent (or to its designated bailee, which, as of the date hereof, is the Collateral Agent at its offices at 320 Federal Street, Boston, Massachusetts 02110) all original certificates representing

Section 3.10 — Jurisdiction of Organization (a) The Pledgor is organized under the laws of the State of Delaware. The Pledgor's exact legal name, as it appears on its certificate of incorporation filed with the Secretary of State of the State of Delaware, is "Nexford International Holdings, Inc." (b) For purposes of filing UCC financing statements and for all other purposes under the UCC, the Pledgor's jurisdiction o

ARTICLE IV — COVENANTS OF THE PLEDGOR The Pledgor covenants and agrees with the Collateral Agent and the Secured Parties as follows, at all times from and after the date hereof until this Agreement is terminated in accordance with Article VII:

Section 4.01 — Preservation of Pledge; Further Assurances (a) The Pledgor shall, at its own cost and expense, take all actions necessary or reasonably requested by the Collateral Agent to establish, maintain, protect, perfect, and continue the first-priority perfected security interest of the Collateral Agent in the Pledged Equity Interests for the benefit of the Secured Parties, including, without limitation: (i) th

Section 4.02 — Restriction on Transfer and Liens (a) The Pledgor shall not, directly or indirectly, sell, assign, transfer, exchange, convey, or otherwise dispose of, or grant any option, warrant, or other right with respect to, any of the Pledged Equity Interests, except as expressly permitted by the Credit Agreement (including dispositions permitted under the "Permitted Dispositions" provisions thereof). (b) The Pl

Section 4.03 — Dividends and Distributions (a) Prior to the occurrence and during the continuance of an Event of Default, the Pledgor shall be entitled to receive and retain all cash dividends and other distributions paid in the ordinary course of business in respect of the Pledged Equity Interests, subject to and in compliance with the restricted payment covenants set forth in the Credit Agreement, including without

Section 4.04 — Voting Rights (a) Prior to the occurrence and during the continuance of an Event of Default, the Pledgor shall be entitled to exercise all voting and consensual rights and powers pertaining to the Pledged Equity Interests for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, or any other Loan Document; provided that the Pledgor shall not cast any vote or give any con

Section 4.05 — Maintenance of Pledged Entity (a) The Pledgor shall cause the Pledged Entity to remain at all times duly organized, validly existing, and, to the extent applicable, in good standing under the laws of the Province of British Columbia, Canada. (b) The Pledgor shall not permit the Pledged Entity to amend, modify, or supplement its articles, notice of articles, memorandum, or other organizational documents

Section 4.06 — Additional Equity Interests (a) If, at any time after the date hereof, the Pledgor acquires or receives any additional equity interests of the Pledged Entity (whether by subscription, purchase, stock dividend, stock split, recapitalization, reclassification, exercise of warrants or options, or otherwise), the Pledgor shall promptly (and in any event within ten (10) Business Days of such acquisition or

Section 4.07 — Change of Name, Jurisdiction, or Structure The Pledgor shall not (a) change its legal name or any name under which it does business, (b) change its jurisdiction of organization, (c) change its organizational structure (including by merger, conversion, or reorganization), or (d) change its organizational identification number assigned by the Secretary of State of the State of Delaware, in each case with

Section 4.08 — Intercreditor Agreement Compliance (a) The security interest granted hereunder and the rights and remedies of the Collateral Agent and the Secured Parties under this Agreement are subject in all respects to the terms and provisions of the First Lien/Unsecured Intercreditor Agreement dated as of March 28, 2025 (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A. as First Lien Collateral Age

Section 4.09 — Sanctions, Anti-Corruption, and Anti-Money Laundering Compliance (a) The Pledgor represents and warrants that no part of the Pledged Equity Interests or Proceeds thereof has been or will be used, directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any anti-corruption

ARTICLE V — REMEDIES UPON EVENT OF DEFAULT

Section 5.01 — Events of Default An "Event of Default" under the Credit Agreement shall constitute an Event of Default under this Agreement. Without limiting the foregoing, Events of Default under the Credit Agreement include, among others, (a) failure to make any payment of principal or interest when due, (b) failure to make any other payment within any applicable grace period, (c) breach of any representation or wa

Section 5.02 — Remedies Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, at the direction of the Required Lenders, shall) exercise any or all of the following rights and remedies, in addition to any other rights and remedies available to the Collateral Agent and the Secured Parties under this Agreement, the Credit Agreement, any other Loan Document, the UCC, and ap

Section 5.03 — Private Sale Acknowledgment (a) The Pledgor acknowledges and agrees that the Pledged Equity Interests are of a type that may be subject to restrictions on transfer under applicable securities laws, including Canadian federal and provincial securities laws, the United States Securities Act of 1933, as amended, and applicable U.S. state securities or "blue sky" laws. The Pledgor further acknowledges and

Section 5.04 — Application of Proceeds The net cash proceeds actually received by the Collateral Agent from any foreclosure, sale, collection, or other disposition of the Pledged Equity Interests pursuant to this Article V shall be applied in the following order of priority: First, to the payment of all costs and expenses of the Collateral Agent incurred in connection with such foreclosure, sale, collection, or other

Section 5.05 — Collateral Agent Appointed as Attorney-in-Fact (a) The Pledgor hereby irrevocably constitutes and appoints the Collateral Agent (and any officer or agent of the Collateral Agent, with full power of substitution) as the Pledgor's true and lawful attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor, the Collateral Agent, or otherwise, effective upon t

ARTICLE VI — THE COLLATERAL AGENT

Section 6.01 — Appointment and Authority The Collateral Agent acts under this Agreement in its capacity as collateral agent for the benefit of the Secured Parties, in accordance with the terms and provisions of the Credit Agreement (including Article IX thereof) and the other Loan Documents. Crescent Harbor Bank, N.A. serves simultaneously as Administrative Agent and Collateral Agent under the Credit Agreement and th

Section 6.02 — Duties and Liabilities (a) The Collateral Agent shall have no obligations, duties, or liabilities under this Agreement except those expressly set forth herein and in the Credit Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall not be required to take any action that is contrary to applicable law or to the terms of the Credit Agreement or any other Loan Document, or

Section 6.03 — Successor Collateral Agent The Collateral Agent may resign and a successor Collateral Agent may be appointed in accordance with the procedures set forth in the Credit Agreement. Upon the acceptance of any appointment as successor Collateral Agent, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges, and duties of the retiring or removed Collateral Agent u

Section 6.04 — Reliance The Collateral Agent shall be entitled to rely, and shall be fully protected in relyi