Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze and summarize the Uniform Commercial Code ("UCC") filing strategy, deposit account control agreement ("DACA") requirements, lien search results, required terminations of existing liens, and the treatment of registered intellectual property in connection with the $300,000,000 Senior Secured Asset-Based Revolving Credit Facility (the "Facility" or the "C

II. Loan Parties — Organizational Details Relevant to Perfection A. Table of Loan Parties The following table sets forth the organizational details of each Loan Party that are relevant to determining the proper UCC filing jurisdiction and confirming the accuracy of debtor name information for purposes of UCC-1 financing statement filings. The entity names listed below have been verified against the respective Certifi

III. UCC Filing Strategy A. Governing Law for UCC Filing Location Under UCC § 9-301(1), as adopted in both Delaware and Washington, the law of the jurisdiction in which the debtor is located governs the perfection and priority of security interests in personal property (other than certain categories of collateral subject to specialized rules, such as deposit accounts, which are governed by the law of the depository b

1. Delaware Filing — Cascade Retail Holdings Inc. Debtor: Cascade Retail Holdings Inc. Secured Party: Crescent Harbor Bank, N.A., as Collateral Agent Filing Office: Delaware Secretary of State, Division of Corporations, UCC Section, 401 Federal Street, Suite 4, Dover, Delaware 19901 Filing Number: 2023-1947291 (assigned upon submission) Collateral Description: All assets of the Debtor described in the Security Agreem

2. Delaware Filing — Cascade Retail Operating Company LLC Debtor: Cascade Retail Operating Company LLC Secured Party: Crescent Harbor Bank, N.A., as Collateral Agent Filing Office: Delaware Secretary of State, Division of Corporations, UCC Section, 401 Federal Street, Suite 4, Dover, Delaware 19901 Filing Number: 2023-1947283 (assigned upon submission) Collateral Description: All assets of the Debtor described in the

3. Washington Filing — Cascade Outlet Stores LLC Debtor: Cascade Outlet Stores LLC Secured Party: Crescent Harbor Bank, N.A., as Collateral Agent Filing Office: Washington Secretary of State, Corporations and Charities Division, 801 Capitol Way South, Olympia, Washington 98501 Filing Number: 2023-204-8176 (assigned upon submission) Collateral Description: All assets of the Debtor described in the Security Agreement d

IV. Lien Search Results A. Scope of Lien Searches Conducted In connection with the perfection analysis and in compliance with the conditions to closing set forth in the Credit Agreement, C&H ordered comprehensive lien searches against each Loan Party. The scope of the searches is summarized below: UCC Searches. UCC lien searches were ordered against each of the five Loan Parties in their respective jurisdictions of o

1. Existing Harborview Lending Group, LLC Filings The lien searches identified three existing UCC-1 financing statements on file against the Loan Parties, all of which were filed by Harborview Lending Group, LLC as the secured party in connection with the existing $175,000,000 revolving ABL facility. The details of these filings are as follows: Filing Against CRH (Delaware). A UCC-1 financing statement is on file wit

2. Other Filings The lien searches did not reveal any other UCC financing statements on file against any of the Loan Parties that would create a conflicting lien on the ABL collateral. Specifically: Purchase Money / Equipment Financing Filings. No purchase money security interest ("PMSI") filings or equipment financing filings were identified against any Loan Party. This is consistent with our understanding that Casc

V. UCC-3 Termination Statements — Harborview Lending Group, LLC A. Required Terminations Three UCC-3 termination statements are required to terminate the existing UCC-1 financing statements filed by Harborview Lending Group, LLC against the Loan Parties. Specifically:

1. Delaware — CRH: A UCC-3 termination statement terminating Harborview's UCC-1 financing statement on file with the Delaware Secretary of State against Cascade Retail Holdings Inc. as debtor.

2. Delaware — CROC: A UCC-3 termination statement terminating Harborview's UCC-1 financing statement on file with the Delaware Secretary of State against Cascade Retail Operating Company LLC as debtor.

3. Washington — COS: A UCC-3 termination statement terminating Harborview's UCC-1 financing statement on file with the Washington Secretary of State against Cascade Outlet Stores LLC as debtor. Each UCC-3 termination statement will reference the original filing number of the UCC-1 being terminated and will indicate that the secured party (Harborview) has authorized the termination of the financing statement in its en

1. Pre-Closing Escrow. C&H will request that Harborview's counsel deliver executed UCC-3 termination statements to C&H in escrow prior to the closing date. The UCC-3s will be held in escrow by C&H, with instructions that they may be filed only upon confirmation that the payoff wire has been sent and received by Harborview.

2. Payoff Wire. On the closing date (May 19, 2023), the payoff wire in the amount of $112,450,000 will be sent to Harborview's designated account in accordance with the wire instructions set forth in the Payoff Letter and the Funds Flow Memorandum prepared by CHB.

3. Release from Escrow and Filing. Upon confirmation from Harborview (or Harborview's counsel) that the payoff wire has been received in full, C&H will be authorized to release the UCC-3 termination statements from escrow and submit them for filing with the Delaware Secretary of State and the Washington Secretary of State.

4. Filing. The UCC-3 termination statements will be filed promptly upon release from escrow — ideally on the closing date itself or the next business day thereafter. This escrow arrangement is standard market practice and ensures that the Collateral Agent does not fund into a situation where Harborview's liens remain on file after the new Facility is closed. Conversely, it protects Harborview's interests by ensuring

VI. Deposit Account Control Agreements (DACAs) A. Overview of DACA Requirement Perfection of a security interest in deposit accounts is governed by UCC § 9-312(b)(1) and § 9-104. Under UCC § 9-312(b)(1), a security interest in a deposit account may be perfected only by "control," and not by filing. This means that a UCC-1 financing statement alone is insufficient to perfect a security interest in a deposit account (e

1. DACA — Meridian Trust Company, N.A. (CRH Operating Account) Account Holder: Cascade Retail Holdings Inc. Depository Bank: Meridian Trust Company, N.A., 1001 Fourth Avenue, Suite 500, Seattle, Washington 98154 Collateral Agent: Crescent Harbor Bank, N.A. Account Type: Operating / disbursement account — this account is used by CRH for corporate-level disbursements, including payroll for corporate employees, rent pay

2. DACA — CHB Operating Account (CROC Collections) Account Holder: Cascade Retail Operating Company LLC Depository Bank: Crescent Harbor Bank, N.A. (also the Collateral Agent) Account Type: Collections account — this account receives collections on CROC's accounts receivable, including payments from wholesale customers, credit card processors, and other obligors. Status: Because CHB is both the depository bank and th

3. DACA — CHB Concentration Account Account Holder: Cascade Retail Holdings Inc. Depository Bank: Crescent Harbor Bank, N.A. (also the Collateral Agent) Account Type: Concentration account — this account serves as the central aggregation point for collections from all Loan Party accounts. During a cash dominion period, funds from the Meridian Trust account, the CROC collections account, and the CDC collections accoun

4. DACA — Northgate Capital Bank (CDC Collections) Account Holder: Cascade Digital Commerce Inc. Depository Bank: Northgate Capital Bank, 400 Lexington Avenue, 18th Floor, New York, New York 10170 Collateral Agent: Crescent Harbor Bank, N.A. Account Type: Collections account — this account receives collections on CDC's e-commerce receivables, including payments from credit card processors (Visa, Hollowell Partners LL

1. Meridian Trust Company, N.A. DACA. The Meridian Trust DACA remains under review by Meridian's legal department. Follow-up is needed to obtain comments and advance the negotiation to execution. Given that the closing date is approximately five weeks away, timely completion of this DACA is critical and should be prioritized.

2. NCB DACA. C&H is reviewing NCB's standard form DACA. Comments are expected to be circulated to NCB by the week of April 17, 2023. We anticipate at least one round of negotiation after comments are exchanged before the form is finalized.

3. CHB DACAs (Two Accounts). The two CHB DACAs (for the CROC collections account and the CRH concentration account) should be relatively straightforward to finalize given CHB's dual role as both depository bank and Collateral Agent. Allison Vega at CHB is coordinating execution. We do not anticipate material negotiation issues, but execution should be confirmed well in advance of the closing date.

VII. Intellectual Property — Negative Pledge Analysis A. Excluded Asset Treatment Registered intellectual property — specifically, trademarks, service marks, and trade dress registrations filed with the USPTO; patents and patent applications filed with the USPTO; and copyrights and copyright registrations filed with the USCO — is excluded from the definition of "Collateral" under Section 1.01 of the Security Agreemen

VIII. Pledge Agreement — Equity Interests A. Summary The Pledge Agreement dated as of May 4, 2023 (the "Pledge Agreement"), by and among CRH, CROC, and CHB as Collateral Agent, provides for the pledge of the following equity interests: (a) CRH pledges 100% of its equity interests in CROC (consisting of 100% of the membership interests in CROC, a Delaware limited liability company). (b) CROC pledges 100% of its equity

1. Delivery of Original Stock Certificates. The original stock certificates for CDC and CFS, together with undated stock powers executed in blank by CROC, must be delivered to CHB as Collateral Agent on or before the closing date. We have communicated this requirement to Derek Tanaka, General Counsel of CRH, and he has confirmed that the certificates are being located and prepared for delivery. Follow-up is recommend

2. CRC Equity — Canadian Law Perfection. The stock certificate (or equivalent equity instrument) representing 65% of the voting equity interests in CRC must be delivered to CHB. In addition, Canadian counsel must be engaged to advise on and confirm perfection of the security interest under British Columbia law. This item has been identified as a post-closing deliverable. The Credit Agreement provides a 90-day post-cl

IX. Locations of Collateral — Inventory and Equipment A. Distribution Centers (Operated by CFS) Cascade Fulfillment Services Inc. operates three distribution centers that house the majority of the enterprise's inventory at any given time. The following table sets forth the location and address of each distribution center: The Kent, Washington distribution center is the primary West Coast hub and handles the majority