Contract analysis

Section 1. Certificate of Incorporation. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Cascade Retail Holdings Inc., as certified by the Secretary of State of the State of Delaware, including all amendments and restatements thereto through the date hereof. The Certificate of Incorporation has not been amended, supplemented, modified, restated, or rescinded s

Section 2. Bylaws. Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Cascade Retail Holdings Inc. as currently in effect as of the date hereof, including all amendments thereto. The Bylaws have not been further amended, supplemented, modified, restated, or rescinded since the date of the most recent amendment thereto and are in full force and effect as of the date hereof. No proceedi

Section 3. Board of Directors Resolutions. Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Cascade Retail Holdings Inc. at a meeting of the Board of Directors duly called, noticed, convened, and held on February 27, 2023 at which a quorum was present and acting throughout, which Resolutions authorize, among other thing

Section 4. Incumbency Certificate. Attached hereto as Exhibit D is a true and correct incumbency certificate setting forth the name, title, and true specimen signature of each officer of the Company authorized to execute the Credit Agreement and the other Loan Documents on behalf of the Company. The following officers are so authorized: Each such person holds the office set forth opposite his or her name as of the da

Section 5. Good Standing. The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Attached hereto as Exhibit E is a Certificate of Good Standing for the Company issued by the Secretary of State of the State of Delaware, dated on or about the closing date of the Credit Agreement. The Company is duly qualified to transact business and is in good standing as a forei

Section 6. Additional Certifications. I further certify to the Administrative Agent and each of the Lenders as follows: (a) No proceedings for the dissolution, liquidation, winding up, or termination of the Company have been commenced, are pending, or, to my knowledge, are contemplated or threatened by any person. (b) No proceedings are pending or, to my knowledge, threatened for the amendment, modification, restatem

Section 7. Reliance. This Certificate and the exhibits and attachments hereto are delivered to, and may be relied upon by, the Administrative Agent (Crescent Harbor Bank, N.A.), each of the Lenders party to the Credit Agreement (Northgate Capital Bank and Bridgevale Financial Corporation), and their respective counsel (Whitfield, Greer & Holloway LLP) in connection with the Credit Agreement and the transactions conte