Contract analysis

1. Introduction and Certifying Officer Identification The undersigned, being the duly appointed Secretary of Cascade Digital Commerce Inc., a corporation organized and existing under the laws of the State of Delaware ("CDC"), and a wholly owned subsidiary of Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), hereby certifies the following in connection with that certain Credit Agreem

2. Certification Regarding Organizational Documents The undersigned hereby certifies as follows with respect to the organizational documents of CDC: (a) Certificate of Incorporation. Attached hereto as Exhibit A-1 is a true, complete, and correct copy of the Certificate of Incorporation of CDC, as filed with the Secretary of State of the State of Delaware, together with all amendments and certificates of amendment th

3. Certification Regarding Resolutions Attached hereto as Exhibit A-4 is a true, complete, and correct copy of the resolutions (the "CDC Resolutions") duly adopted by the Board of Directors of CDC, acting by unanimous written consent in lieu of a meeting in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of CDC, authorizing the following actions: (a) The execution, delivery, and

4. Incumbency Certificate The undersigned hereby certifies that each of the persons listed below has been duly elected or appointed to, and on the date hereof holds, the office or offices of CDC set forth opposite his or her name below. The signature set forth opposite each such person's name is the true and genuine signature of such person. Each such person is authorized, acting singly, to execute and deliver, on be

5. Additional Certifications The undersigned hereby further certifies as follows: (a) Ownership. CDC is a wholly owned subsidiary of Cascade Retail Operating Company LLC ("CROC"), which is, in turn, a wholly owned subsidiary of Cascade Retail Holdings Inc. ("CRH"). All of the issued and outstanding shares of capital stock of CDC are owned, beneficially and of record, by CROC, free and clear of all liens and encumbran

6. Signature block IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of May 19, 2023. CASCADE DIGITAL COMMERCE INC. By: ________ Name: David R. Castellano Title: Secretary The undersigned, Jennifer M. Nakamura, President of Cascade Digital Commerce Inc., hereby confirms and verifies the incumbency and signature of David R. Castellano, Secretary of Cascade Digital Commerce Inc., as set f

7. Exhibits to CDC Certificate Exhibit A-1 — Certificate of Incorporation of Cascade Digital Commerce Inc. (with all amendments), as filed with the Secretary of State of the State of Delaware [Attached] Exhibit A-2 — Bylaws of Cascade Digital Commerce Inc. [Attached] Exhibit A-3 — Good Standing Certificate for Cascade Digital Commerce Inc. from the Secretary of State of the State of Delaware (dated May 2023) [Attache

1. Introduction and Certifying Officer Identification The undersigned, being the duly authorized representative of Cascade Outlet Stores LLC, a limited liability company organized and existing under the laws of the State of Washington ("COS"), and a wholly owned subsidiary of Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), hereby certifies the following in connection with that cer

2. Certification Regarding Organizational Documents The undersigned hereby certifies as follows with respect to the organizational documents of COS: (a) Certificate of Formation. Attached hereto as Exhibit B-1 is a true, complete, and correct copy of the Certificate of Formation of COS, as filed with the Secretary of State of the State of Washington, together with all amendments and certificates of amendment thereto

3. Certification Regarding Resolutions Attached hereto as Exhibit B-4 is a true, complete, and correct copy of the resolutions (the "COS Resolutions") duly adopted by Cascade Retail Operating Company LLC, as the sole member of COS, acting by written consent in accordance with the Operating Agreement and applicable provisions of the Washington Limited Liability Company Act, authorizing the following actions: (a) The e

4. Incumbency Certificate The undersigned hereby certifies that each of the persons listed below has been duly designated as an authorized representative of COS and, on the date hereof, holds the position set forth opposite his or her name below. The signature set forth opposite each such person's name is the true and genuine signature of such person. Each such person is authorized, acting singly, to execute and deli

5. Additional Certifications The undersigned hereby further certifies as follows: (a) Ownership. COS is a wholly owned subsidiary of Cascade Retail Operating Company LLC ("CROC"). All of the outstanding membership interests of COS are owned, beneficially and of record, by CROC, free and clear of all liens and encumbrances (other than liens granted under the Loan Documents and any permitted liens under the Credit Agre

6. Signature block IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of May 19, 2023. CASCADE OUTLET STORES LLC By: ________ Name: Sarah L. Whitfield Title: Vice President and Secretary The undersigned, Thomas E. Brennan, Manager and President of Cascade Outlet Stores LLC, hereby confirms and verifies the incumbency and signature of Sarah L. Whitfield, Vice President and Secretary of Ca

7. Exhibits to COS Certificate Exhibit B-1 — Certificate of Formation of Cascade Outlet Stores LLC (with all amendments), as filed with the Secretary of State of the State of Washington [Attached] Exhibit B-2 — Limited Liability Company Operating Agreement of Cascade Outlet Stores LLC [Attached] Exhibit B-3 — Good Standing Certificate (Certificate of Existence) for Cascade Outlet Stores LLC from the Secretary of Stat

1. Introduction and Certifying Officer Identification The undersigned, being the duly appointed Secretary of Cascade Fulfillment Services Inc., a corporation organized and existing under the laws of the State of Delaware ("CFS"), and a wholly owned subsidiary of Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), hereby certifies the following in connection with that certain Credit Ag

2. Certification Regarding Organizational Documents The undersigned hereby certifies as follows with respect to the organizational documents of CFS: (a) Certificate of Incorporation. Attached hereto as Exhibit C-1 is a true, complete, and correct copy of the Certificate of Incorporation of CFS, as filed with the Secretary of State of the State of Delaware, together with all amendments and certificates of amendment th

3. Certification Regarding Resolutions Attached hereto as Exhibit C-4 is a true, complete, and correct copy of the resolutions (the "CFS Resolutions") duly adopted by the Board of Directors of CFS, acting by unanimous written consent in lieu of a meeting in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of CFS, authorizing the following actions: (a) The execution, delivery, and

4. Incumbency Certificate The undersigned hereby certifies that each of the persons listed below has been duly elected or appointed to, and on the date hereof holds, the office or offices of CFS set forth opposite his or her name below. The signature set forth opposite each such person's name is the true and genuine signature of such person. Each such person is authorized, acting singly, to execute and deliver, on be

5. Additional Certifications The undersigned hereby further certifies as follows: (a) Ownership. CFS is a wholly owned subsidiary of Cascade Retail Operating Company LLC ("CROC"), which is, in turn, a wholly owned subsidiary of Cascade Retail Holdings Inc. ("CRH"). All of the issued and outstanding shares of capital stock of CFS are owned, beneficially and of record, by CROC, free and clear of all liens and encumbran

6. Signature block IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of May 19, 2023. CASCADE FULFILLMENT SERVICES INC. By: ________ Name: Rachel A. Kim Title: Secretary and Vice President The undersigned, Michael P. Hargrove, President of Cascade Fulfillment Services Inc., hereby confirms and verifies the incumbency and signature of Rachel A. Kim, Secretary and Vice President of Cascad

7. Exhibits to CFS Certificate Exhibit C-1 — Certificate of Incorporation of Cascade Fulfillment Services Inc. (with all amendments), as filed with the Secretary of State of the State of Delaware [Attached] Exhibit C-2 — Bylaws of Cascade Fulfillment Services Inc. [Attached] Exhibit C-3 — Good Standing Certificate for Cascade Fulfillment Services Inc. from the Secretary of State of the State of Delaware (dated May 20

1. Each of the three Secretary's Certificates follows a parallel structure but has been tailored to the specific entity type (corporation vs. limited liability company), jurisdiction of organization (Delaware vs. Washington), and organizational document nomenclature (Certificate of Incorporation and Bylaws for corporations; Certificate of Formation and Operating Agreement for limited liability companies).

2. Exhibit placeholders are included with "[Attached]" notation, as the actual organizational documents, good standing certificates, and executed resolutions constitute separate physical attachments to this compiled document.

3. This combined document is presented as a single compiled file with clear separation and page breaks between the three Secretary's Certificates. The original executed certificates, together with all exhibits, should be maintained in the closing binder maintained by the Administrative Agent and borrower's counsel.

4. The Credit Agreement and the Loan Documents referenced herein are governed by, and construed in accordance with, the laws of the State of New York. The organizational documents of each Guarantor Subsidiary are governed by the laws of the applicable jurisdiction of organization: (a) CDC — State of Delaware; (b) COS — State of Washington; and (c) CFS — State of Delaware.

5. This document has been prepared by Calderwood & Harkness LLP, counsel to the Borrowers and the Guarantor Subsidiaries, in connection with Calderwood & Harkness LLP Matter No. 1038-00002. Exhibit | Description Exhibit A-1 | Certificate of Incorporation of CDC (with all amendments) Exhibit A-2 | Bylaws of CDC Exhibit A-3 | Good Standing Certificate — CDC (Delaware Secretary of State) Exhibit A-4 | Resolutions of the