Contract analysis

Section 1. Certificate of Formation The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of CROC, as originally filed with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), as certified by the Delaware Secretary of State (the "Certificate of Formation"). The undersigned further certifies that the Cer

Section 2. Limited Liability Company Agreement The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement of CROC, as currently in effect as of May 19, 2023 (the "LLC Agreement"). The undersigned further certifies that the LLC Agreement has not been further amended, supplemented, restated, or otherwise modified since its original

Section 3. Member Resolutions The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the written consent and resolutions (the "Member Resolutions") of Cascade Retail Holdings Inc., as the sole member of CROC, duly adopted and effective as of the date indicated therein, authorizing, among other things: (a) CROC's entry into the Credit Agreement as Co-Borrower, toget

Section 4. Incumbency Certificate The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete incumbency certificate setting forth the name, title, and true specimen signature of each person authorized to execute and deliver any Loan Documents and any other documents, certificates, instruments, or notices on behalf of CROC in connection with the Credit Agreement and the transac

Section 5. Additional Certifications The undersigned further certifies, for the benefit of the Administrative Agent, the Collateral Agent, and each Lender party to the Credit Agreement, as follows: (a) No dissolution, winding up, liquidation, or termination of CROC has been commenced or is contemplated, and no event has occurred or circumstance exists that could reasonably be expected to result in the dissolution, wi

Section 1.1. Formation. The Company has been formed as a Delaware limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (as amended from time to time, the "Act"), by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware.

Section 1.2. Name. The name of the Company is Cascade Retail Operating Company LLC. The business of the Company may be conducted under such name or any other name or names that the Sole Member may designate from time to time.

Section 1.3. Principal Office. The principal office of the Company is located at 2200 Elliott Avenue, Suite 1400, Seattle, Washington 98121, or such other place as the Sole Member may designate from time to time.

Section 1.4. Registered Agent and Office. The registered agent of the Company in the State of Delaware is Northwest Registered Agents, Inc., and the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The Sole Member may change the registered agent or registered office from time to time in the manner provided by the Act.

Section 1.5. Term. The Company shall have a perpetual existence unless dissolved in accordance with the Act or this Agreement.

Section 1.6. Purpose. The Company is organized for the purpose of engaging in any lawful business, activity, or purpose for which limited liability companies may be organized under the Act.

ARTICLE II — MEMBERSHIP INTERESTS

Section 2.1. Sole Member. Cascade Retail Holdings Inc. is the sole member of the Company and holds one hundred percent (100%) of the limited liability company membership interests in the Company.

Section 2.2. Additional Members. No additional members shall be admitted to the Company without the prior written consent of the Sole Member.

Section 2.3. Liability of the Sole Member. The Sole Member shall not be liable for any debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company.

Section 3.1. Management by Sole Member. The business and affairs of the Company shall be managed by the Sole Member. The Sole Member shall have full, exclusive, and complete authority and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incidental to the management of t

Section 3.2. Authorized Representatives. The Sole Member may designate one or more individuals as authorized representatives of the Company ("Authorized Representatives"). Authorized Representatives shall have the authority to act on behalf of the Company and to bind the Company as determined by the Sole Member. Unless otherwise restricted by written resolution of the Sole Member, each Authorized Representative shall

Section 3.3. Authority to Enter into Credit Facilities. The Sole Member, or any Authorized Representative designated by the Sole Member, is authorized on behalf of the Company to negotiate, enter into, execute, deliver, and perform the obligations of the Company under credit agreements, loan agreements, revolving credit facilities, term loan facilities, and other financing arrangements, and to grant liens, security i

Section 3.4. Officers. The Sole Member may designate one or more officers of the Company, who need not be members, and may assign titles to such officers, including, without limitation, president, vice president, secretary, treasurer, and any other titles. The authority and duties of such officers shall be as determined by the Sole Member.

ARTICLE IV — CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

Section 4.1. Capital Contributions. The Sole Member has made an initial capital contribution to the Company in the amount set forth in the books and records of the Company. The Sole Member may make additional capital contributions from time to time in such amounts as the Sole Member may determine in its sole discretion. The Sole Member shall not be required to make any additional capital contributions.

Section 4.2. Distributions. Distributions of cash or other assets of the Company shall be made to the Sole Member at such times and in such amounts as the Sole Member may determine in its sole discretion, subject to the provisions of the Act and any restrictions contained in any credit agreement or other financing arrangement to which the Company is a party.

ARTICLE V — ALLOCATIONS OF PROFITS AND LOSSES

Section 5.1. Allocations. All items of income, gain, loss, deduction, and credit of the Company shall be allocated to the Sole Member.

Section 6.1. Dissolution. The Company shall be dissolved only upon the earliest to occur of (a) the determination of the Sole Member to dissolve the Company, (b) the entry of a decree of judicial dissolution under the Act, or (c) any other event causing the dissolution of the Company under the Act, unless the Company is continued in accordance with the Act.

Section 7.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof.

Section 7.2. Amendments. This Agreement may be amended, supplemented, or restated only by a written instrument executed by the Sole Member.

Section 7.3. Entire Agreement. This Agreement constitutes the entire agreement of the Sole Member with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Sole Member with respect thereto. IN WITNESS WHEREOF, the Sole Member has executed this Limited Liability Company Agreement as of September 12, 2018. CASCADE RETAIL