Contract analysis

Section 1 — Identification of Certifying Officer I, Elena Kowalski, hereby certify that I am the duly elected, qualified, and acting Chief Financial Officer of Cascade Retail Holdings Inc. and that I am delivering this Certificate on behalf of each of Cascade Retail Holdings Inc. and Cascade Retail Operating Company LLC, in my capacity as Chief Financial Officer of CRH and as an authorized representative of CROC, pur

Section 2 — Certification of Representations and Warranties I hereby certify, on behalf of each of the Borrowers, that each of the representations and warranties made by the Borrowers and the Guarantors in Article V of the Credit Agreement and in each other Loan Document to which any Borrower or Guarantor is a party is true and correct in all material respects on and as of May 19, 2023, with the same effect as though

Section 3 — Certification of No Default or Event of Default I hereby certify, on behalf of each of the Borrowers, that as of the date hereof: (a) No Default or Event of Default (as each term is defined in Article VIII of the Credit Agreement) has occurred and is continuing on the date hereof, and no Default or Event of Default will result from, or exist immediately after giving effect to, the initial borrowing of Rev

Section 4 — Certification of Satisfaction of Conditions Precedent I hereby certify, on behalf of each of the Borrowers, that all conditions precedent to the effectiveness of the Credit Agreement set forth in Section 4.01 (Conditions to Effectiveness) and all conditions precedent to the initial Credit Extension set forth in Section 4.02 (Conditions to Each Credit Extension) of the Credit Agreement have been satisfied

Section 5 — Certification Regarding Borrowing Base I hereby certify that the Borrowing Base Certificate dated May 19, 2023 (the "Closing Date Borrowing Base Certificate"), certified by Priya Anand, Treasurer of Cascade Retail Holdings Inc., has been duly executed and delivered to the Administrative Agent in accordance with Section 6.02(b) of the Credit Agreement. The Closing Date Borrowing Base Certificate was prepar

Section 6 — Certification Regarding Use of Proceeds I hereby certify that the proceeds of the initial borrowing of Revolving Loans in the aggregate principal amount of $150,000,000 on the Closing Date are being applied solely as follows: I further certify that the foregoing use of proceeds is consistent with, and authorized by, Section 6.11 (Use of Proceeds) of the Credit Agreement, which provides that the proceeds o

Section 7 — Certification Regarding Material Adverse Effect I hereby certify, on behalf of each of the Borrowers, that since December 31, 2022 (the date of the most recent audited consolidated financial statements of CRH and its subsidiaries, audited by Kessler & Hodge LLP, the independent registered public accounting firm of CRH), there has been no event, circumstance, development, change, or condition that, individ

Section 8 — Certification Regarding Solvency I hereby certify that, concurrently with the delivery of this Certificate, I have executed and delivered to the Administrative Agent a separate Solvency Certificate in the form attached as Exhibit F to the Credit Agreement (the "Solvency Certificate"). The Solvency Certificate certifies that, after giving effect to the transactions contemplated by the Credit Agreement on t