Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Acquisition" means the acquisition of 100% of the issued and outstanding capital stock of NovaMart Global Inc. by the Borrower pursuant to the Acquisition Agreement for an aggregate purchase price of $1,200,000,000, subject to the terms and conditions set forth therein. "Acquisition Agreement" means that ce

Section 1.02 — UCC Definitions Unless otherwise defined herein, terms that are defined in the UCC and used herein shall have the meanings assigned to them in the UCC, including, without limitation, the following terms: "account," "chattel paper," "commercial tort claims," "deposit account," "document," "equipment," "fixtures," "general intangibles," "goods," "instruments," "inventory," "investment property," "letter-

Section 1.03 — Rules of Interpretation (a) The rules of interpretation set forth in Section 1.02 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis, and shall apply to the interpretation of this Agreement as if fully set forth herein. (b) All references herein to "Articles," "Sections," "Exhibits," and "Schedules" are to articles, sections, exhibits, and schedules of and to this Agr

Section 2.01 — Guarantee of the Obligations Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees to the Collateral Agent for the ratable benefit of the Secured Parties the full and punctual payment when due (whether at stated maturity, upon acceleration, upon any mandatory prepayment date, or otherwise) and performance of all Guaranteed Obligations, including, without limitation, all obligation

Section 2.02 — Guarantee Absolute The obligations of each Subsidiary Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of any of the Guaranteed Obligations, the Credit Agreement, or any other Loan Document, or any other agreement or instrument referred to therein, or any substitution, release, impairment, or exchange of any other guaran

Section 2.03 — Waivers Each Subsidiary Guarantor hereby waives, to the fullest extent permitted by applicable law: (a) any defense based upon or arising out of any defense of the Borrower, any other Subsidiary Guarantor, or any other person, including, without limitation, any defense based upon or arising out of the disability, lack of authority, death, dissolution, or bankruptcy of the Borrower, any other Subsidiary

Section 2.04 — Continuing Guarantee The guarantee set forth in this Article II is a continuing guarantee and shall apply to all Guaranteed Obligations whenever arising, including Guaranteed Obligations arising under successive transactions that shall either continue the Guaranteed Obligations or from time to time renew them after they have been satisfied. This guarantee shall not be discharged, in whole or in part, b

Section 2.05 — Subrogation Each Subsidiary Guarantor hereby agrees that, until the Guaranteed Obligations have been indefeasibly paid and performed in full in cash and all commitments to lend under the Credit Agreement have been terminated, it shall not exercise any right of subrogation, contribution, reimbursement, recourse, or indemnity whatsoever against the Borrower or any other Subsidiary Guarantor or any other

Section 2.06 — Reinstatement The guarantee set forth in this Article II shall be automatically reinstated if and to the extent that, for any reason, any payment by or on behalf of the Borrower or any other Grantor in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy, reorganization,

Section 2.07 — Limitation on Guarantee Notwithstanding anything to the contrary contained herein, each Subsidiary Guarantor and the Secured Parties hereby confirm that it is the intention of all such persons that the guarantee of each Subsidiary Guarantor under this Agreement not constitute a fraudulent conveyance or fraudulent transfer under the United States Bankruptcy Code, the Uniform Fraudulent Transfer Act, the

Section 2.08 — Contribution Among Guarantors The Subsidiary Guarantors hereby agree, as among themselves, that if any Subsidiary Guarantor shall make a payment under this Article II (a "Guarantor Payment"), such Subsidiary Guarantor shall be entitled to contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor's "Allocable Amount"; provided that no rights of contribution

ARTICLE III — GRANT OF SECURITY INTEREST

Section 3.01 — Grant As security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of the Guaranteed Obligations, each Grantor hereby pledges, assigns, transfers, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in, and a Lien upon, all of the following property and a

Section 3.02 — Excluded Assets Notwithstanding anything to the contrary contained in Section 3.01 or elsewhere in this Agreement: (a) The Collateral shall not include any Excluded Assets. No Grantor shall be required to take any action (including, without limitation, the filing of any UCC financing statement, the execution of any control agreement, or the making of any filing with any governmental authority) for the

Section 3.03 — Pledged Equity Without limiting the generality of Section 3.01, each Grantor hereby specifically pledges, assigns, transfers, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and Lien upon all of such Grantor's right, title, and interest in and to the following (the "Pledged Equity"): (a) Pre-Acquisition Pledged Equity. 100% of th

Section 3.04 — Pledged Debt Without limiting the generality of Section 3.01, each Grantor hereby specifically pledges, assigns, transfers, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and Lien upon all of such Grantor's right, title, and interest in and to all intercompany notes, instruments, and other evidences of indebtedness at any time i

ARTICLE IV — PERFECTION OF SECURITY INTERESTS

Section 4.01 — Filing of Financing Statements (a) Each Grantor hereby authorizes the Collateral Agent to file, and the Collateral Agent is hereby authorized to file (and each Grantor shall, if requested, execute and deliver), UCC financing statements (and continuation statements and amendments thereto) in the appropriate filing offices of all applicable jurisdictions, covering the Collateral and describing the Collat

Section 4.02 — Delivery of Certificated Securities (a) All stock certificates and other certificates or instruments representing the Pledged Equity and all instruments constituting Pledged Debt shall be delivered to the Collateral Agent (or its designated agent) within five (5) Business Days of the Closing Date (or, with respect to NovaMart and its Subsidiaries, within five (5) Business Days of the date of execution

Section 4.03 — Control Agreements (a) Deposit Account Control Agreements. Each Grantor shall use commercially reasonable efforts to execute and deliver, and cause each applicable depository bank to execute and deliver, a Deposit Account Control Agreement in substantially the form attached hereto as Exhibit E (or in such other form as is reasonably satisfactory to the Collateral Agent) with respect to each Deposit Acc

Section 4.04 — Intellectual Property Filings (a) Each Grantor shall, at its expense, execute and deliver (or cause to be executed and delivered) to the Collateral Agent short-form intellectual property security agreements, in substantially the forms attached hereto as Exhibits B, C, and D, as applicable, for recording with the United States Patent and Trademark Office ("USPTO") and the United States Copyright Office,

Section 4.05 — Real Property (a) The parties acknowledge that real property interests are not covered by the security interests granted under this Agreement. To the extent that Mortgages or Deeds of Trust encumbering owned real property of any Grantor are required to be delivered under the Credit Agreement, such instruments shall be executed and delivered separately, in form and substance satisfactory to the Collater

Section 4.06 — Further Assurances (a) Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor shall promptly execute and deliver, or cause to be executed and delivered, all further instruments, documents, and agreements, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to: (i) perfect, protect, maintain, and enforce the C

ARTICLE V — REPRESENTATIONS AND WARRANTIES Each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party as follows:

Section 5.01 — Organization and Good Standing Each Grantor is duly organized (or, as applicable, duly formed), validly existing, and in good standing (to the extent such concept is recognized) under the laws of its jurisdiction of formation. Without limiting the generality of the foregoing, the Borrower (Cascade Retail Holdings Inc.) is a corporation duly organized, validly existing, and in good standing under the la

Section 5.02 — Authorization and Enforceability The execution, delivery, and performance of this Agreement (and, with respect to each Subsidiary Guarantor that becomes a party hereto after the date hereof, the applicable Joinder Agreement) has been duly authorized by all requisite corporate, limited liability company, limited partnership, or other organizational action on the part of each Grantor. No consent or appro