Contract analysis

1. Identification of Makers and Payee 1.1 Makers (Borrowers). The makers of this Swingline Promissory Note (this "Note") are: (a) Cascade Retail Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal place of business at 2200 Elliott Avenue, Suite 1400, Seattle, Washington 98121, and bearing Employer Identification Number 91-1847263; and (b) Cascade Reta

2. Credit Agreement Reference and Defined Terms 2.1 Issuance Pursuant to Credit Agreement. This Note is one of the "Notes" referred to in, and is issued pursuant to, the Credit Agreement. The Credit Agreement provides for, among other things, a senior secured asset-based revolving credit facility in an aggregate principal amount of up to Three Hundred Million and 00/100 Dollars ($300,000,000) (the "Senior Secured Ass

3. Promise to Pay — Principal 3.1 Joint and Several Obligation. The Borrowers hereby jointly and severally promise to pay to the Swingline Lender, or its successors, endorsees, or assigns, the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrowers and evidenced by this Note, in lawful money of the United States of America, in immediately available funds, at the times an

4. Promise to Pay — Interest 4.1 Interest Rate. The Borrowers hereby jointly and severally promise to pay interest on the unpaid principal amount of each Swingline Loan evidenced by this Note, from the date such Swingline Loan is made until the same is paid in full, at the rate or rates per annum applicable to Swingline Loans as set forth in the Credit Agreement. As of the date hereof, Swingline Loans bear interest a

5. Payments 5.1 Manner of Payment. All payments of principal of and interest on this Note shall be made in lawful money of the United States of America, in immediately available funds, without setoff, counterclaim, deduction, or defense of any kind, free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect

6. Mandatory and Optional Prepayment 6.1 Optional Prepayment. The Borrowers shall have the right to prepay the Swingline Loans evidenced by this Note, in whole or in part, at any time and from time to time, without premium or penalty, upon notice to the Swingline Lender and the Administrative Agent in accordance with the terms of the Credit Agreement; provided, however, that, in the event of any prepayment of a Swing

7. Security 7.1 Security Interest. This Note and the Obligations evidenced hereby are secured by a first-priority security interest (subject to Permitted Liens and to the terms of any applicable Intercreditor Agreement) in all ABL Collateral, as such term is defined in, and as more particularly described in, the Security Agreement dated as of May 4, 2023 (as amended, restated, amended and restated, supplemented, or o

8. Events of Default and Acceleration 8.1 Events of Default. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement (as defined and described in Article VII thereof), the Swingline Lender and/or the Administrative Agent, as applicable, shall be entitled to exercise all rights and remedies available under the Credit Agreement, this Note, the other Loan Documents, and applicab

9. Records of Swingline Loans 9.1 Authority to Record. The Swingline Lender is hereby authorized and requested to record on its books and records, or on a schedule attached hereto and made a part hereof (the "Loan Schedule"), or on any continuation thereof, (a) the date and amount of each Swingline Loan made by the Swingline Lender to the Borrowers pursuant to the Credit Agreement, (b) the interest rate applicable th

10. Waivers 10.1 Waivers by Borrowers. Each Borrower hereby absolutely, irrevocably, and unconditionally waives, to the fullest extent permitted by applicable law: (a) diligence in collecting or bringing suit against any Borrower, any Guarantor, or any other party liable on or in respect of this Note or the Obligations; (b) presentment for payment of this Note; (c) demand for payment of this Note; (d) protest and not

11. Expenses and Indemnification 11.1 Costs of Collection and Enforcement. The Borrowers jointly and severally agree to pay, on demand, all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges, and disbursements of counsel to the Swingline Lender) incurred by the Swingline Lender in connection with the collection, enforcement, or preservation of any right

12. Amendments and Modifications 12.1 Amendment and Modification. This Note may not be amended, modified, or supplemented except in accordance with the provisions of the Credit Agreement governing amendments, waivers, and consents (including, without limitation, the provisions requiring the consent of the Required Lenders, the Swingline Lender, and/or the Administrative Agent, as applicable, for specified amendments,

13. Successors and Assigns 13.1 Binding Effect. This Note shall be binding upon the Borrowers and their respective successors and permitted assigns, and shall inure to the benefit of the Swingline Lender and its successors, endorsees, and assigns. 13.2 Restriction on Borrower Assignment. Neither Borrower may assign, delegate, or transfer its obligations under this Note without the prior written consent of the Swingli

14. Joint and Several Liability 14.1 Joint and Several Obligations. The obligations of Cascade Retail Holdings Inc. and Cascade Retail Operating Company LLC under this Note are joint and several. Each reference in this Note to "the Borrowers" shall mean each and all of the Borrowers, and any action required or permitted to be taken by "the Borrowers" shall be the joint and several obligation of each Borrower. 14.2 Ac

15. Governing Law This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflicts of laws principles thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law, which by their terms apply to this Note).

16. Submission to Jurisdiction; Venue 16.1 Submission to Jurisdiction. Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of: (a) the United States District Court for the Southern District of New York; and (b) the Supreme Court of the State of New York, New York County, and any appellate courts from any of the foregoing, in any action or proceeding

17. Waiver of Jury Trial EACH BORROWER AND THE SWINGLINE LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREBY

18. Severability If any provision of this Note is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note or the validity, legality, or enforceability of such provision in any other jurisdiction, and this Note shall be reformed, construed, and enforced in such j

19. Conflict with Credit Agreement In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall govern and control. This Note is subject in all respects to the terms and provisions of the Credit Agreement, and the rights of the Swingline Lender hereunder shall be exercised in acc