GUARANTY AGREEMENT
Dated as of May 4, 2023
Executed by
CASCADE DIGITAL COMMERCE INC. a Delaware corporation
CASCADE OUTLET STORES LLC a Washington limited liability company
CASCADE FULFILLMENT SERVICES INC. a Delaware corporation
(collectively, the "Guarantors" and each, a "Guarantor")
in favor of
CRESCENT HARBOR BANK, NATIONAL ASSOCIATION as Administrative Agent
(in such capacity, the "Administrative Agent") for the benefit of the Secured Parties
In connection with that certain Credit Agreement dated as of May 4, 2023 (the "Credit Agreement") among Cascade Retail Holdings Inc., a Delaware corporation, and Cascade Retail Operating Company LLC, a Delaware limited liability company, as Borrowers, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent
$300,000,000 Senior Secured Asset-Based Revolving Credit Facility
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GUARANTY AGREEMENT
This GUARANTY AGREEMENT (this "Guaranty Agreement" or this "Guaranty"), dated as of May 4, 2023, is made by and among CASCADE DIGITAL COMMERCE INC., a Delaware corporation ("CDC"), CASCADE OUTLET STORES LLC, a Washington limited liability company ("COS"), and CASCADE FULFILLMENT SERVICES INC., a Delaware corporation ("CFS," and together with CDC and COS, collectively, the "Guarantors" and each, a "Guarantor"), in favor of CRESCENT HARBOR BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as administrative agent (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent") for the benefit of the Secured Parties (as defined herein).
RECITALS
WHEREAS, Cascade Retail Holdings Inc. ("CRH"), a Delaware corporation with its headquarters at 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121, and Cascade Retail Operating Company LLC ("CROC"), a Delaware limited liability company, as Borrowers (collectively, the "Borrowers"), have entered into that certain Credit Agreement dated as of May 4, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") with Crescent Harbor Bank, National Association ("Crescent Harbor Bank" or "CHBNA"), as Administrative Agent and Collateral Agent, and Northgate Capital Bank and Bridgevale Financial Corporation, as Lenders, providing for a $300,000,000 senior secured asset-based revolving credit facility (the "Facility");
WHEREAS, each Guarantor is a direct or indirect wholly owned subsidiary of CROC and will derive substantial direct and indirect benefit from the extensions of credit made to the Borrowers under the Credit Agreement, including but not limited to enhanced liquidity, operational funding, and continued access to working capital essential to the business of each Guarantor and the Cascade enterprise as a whole;
WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligation of the Lenders to make Loans and issue Letters of Credit thereunder that each Guarantor execute and deliver this Guaranty Agreement in favor of the Administrative Agent for the benefit of the Secured Parties;
WHEREAS, Cascade Digital Commerce Inc. ("CDC"), a Delaware corporation with principal offices at 500 Fremont Street, Suite 200, Portland, OR 97209, operates the e-commerce platform for the Cascade enterprise, including all online retail operations, digital marketing platforms, and related technology infrastructure;
WHEREAS, Cascade Outlet Stores LLC ("COS"), a Washington limited liability company with principal offices at 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121, operates sixty-four (64) outlet retail locations across multiple states, generating a significant portion of the revenue of the Cascade enterprise;
WHEREAS, Cascade Fulfillment Services Inc. ("CFS"), a Delaware corporation, operates three distribution centers located in Kent, Washington; Reno, Nevada; and Columbus, Ohio, providing warehousing, order fulfillment, and logistics services for the Cascade enterprise and supporting both the e-commerce and brick-and-mortar retail operations; and
WHEREAS, each Guarantor has determined that the execution, delivery, and performance of this Guaranty Agreement is in its best interest and is within its corporate or limited liability company powers, and that the credit extended to the Borrowers under the Credit Agreement will inure to the direct and indirect benefit of each Guarantor.
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby agrees as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
Capitalized terms used and not otherwise defined in this Guaranty Agreement shall have the respective meanings ascribed to such terms in the Credit Agreement. As used in this Guaranty Agreement, the following terms shall have the following meanings:
"Administrative Agent" means Crescent Harbor Bank, National Association, a national banking association with its principal offices at 780 Park Avenue, 30th Floor, New York, NY 10021, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity.
"Borrowers" means, collectively, Cascade Retail Holdings Inc., a Delaware corporation, and Cascade Retail Operating Company LLC, a Delaware limited liability company, jointly and severally, and their respective successors and permitted assigns under the Credit Agreement.
"Credit Agreement" means that certain Credit Agreement dated as of May 4, 2023, among the Borrowers, the Guarantors, the Lenders from time to time party thereto, and the Administrative Agent, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.
"Guaranteed Obligations" means all Obligations of the Borrowers arising under or in connection with the Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, due or to become due, including without limitation:
(a) all principal of, and interest on (including, without limitation, interest accruing at the applicable rate after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization, or similar proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all Loans and all other amounts payable by the Borrowers under the Credit Agreement, the Notes, and any other Loan Documents, including without limitation all premium, fees (including, without limitation, the unused line fee at 37.5 basis points per annum, letter of credit participation fees at 300 basis points per annum, letter of credit fronting fees at 12.5 basis points per annum, the administrative agent fee of $150,000 per annum, and all upfront fees and arrangement fees), and all other amounts payable thereunder;
(b) all reimbursement obligations of the Borrowers in respect of Letters of Credit issued under the Credit Agreement, subject to the letter of credit sublimit of $40,000,000;
(c) all Swingline Loans made to the Borrowers under the Credit Agreement, subject to the swingline sublimit of $25,000,000;
(d) all indemnification obligations of the Borrowers arising under the Credit Agreement, this Guaranty Agreement, and the other Loan Documents;
(e) all costs and expenses (including, without limitation, all reasonable and documented fees, charges, and disbursements of counsel to the Administrative Agent and the Lenders) incurred by the Administrative Agent or any Secured Party in connection with the enforcement, collection, or protection of any rights under the Loan Documents or in connection with the Guaranteed Obligations, including all costs of collection; and
(f) all obligations of the Borrowers arising under any Secured Hedge Agreement (as defined in the Credit Agreement) or any Cash Management Agreement (as defined in the Credit Agreement), in each case to the extent that the counterparty thereto is a Lender or an Affiliate of a Lender at the time such Secured Hedge Agreement or Cash Management Agreement is entered into.
"Guarantor" means each of Cascade Digital Commerce Inc. (Employer Identification Number: 84-3720158), Cascade Outlet Stores LLC (Employer Identification Number: 91-2034671), and Cascade Fulfillment Services Inc. (Employer Identification Number: 84-5291836), and each other Person that becomes a guarantor hereunder pursuant to Section 4.03 by execution and delivery of a Guaranty Supplement in the form of Exhibit A attached hereto.
"Guaranty" or "Guaranty Agreement" means this Guaranty Agreement, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Loan Documents" has the meaning ascribed to such term in the Credit Agreement and includes, without limitation, the Credit Agreement, this Guaranty Agreement, the Security Agreement, the Pledge Agreement, the Notes, the Deposit Account Control Agreements, and all other agreements, instruments, documents, and certificates executed and delivered in connection therewith.
"Maturity Date" means May 19, 2028, unless such date is extended or accelerated in accordance with the terms of the Credit Agreement.
"Payment in Full" means the indefeasible payment in full in cash of all Guaranteed Obligations (other than unasserted contingent indemnification obligations), the cash collateralization or backstopping (to the satisfaction of the applicable Issuing Bank) of all outstanding Letters of Credit, the termination or expiration of all Letters of Credit, the termination of all Commitments under the Credit Agreement, and the termination of all Secured Hedge Agreements and Cash Management Agreements.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders (consisting of Crescent Harbor Bank, N.A., with a commitment of $135,000,000; Northgate Capital Bank, with a commitment of $90,000,000; and Bridgevale Financial Corporation, with a commitment of $75,000,000), the Issuing Bank, the Swingline Lender, and each other Person to whom any Guaranteed Obligation is owed, and their respective successors and permitted assigns.
Section 1.02 — Rules of Interpretation
(a) References herein to the Credit Agreement shall be deemed to include all exhibits, schedules, annexes, and appendices thereto and all amendments, restatements, supplements, and other modifications thereto from time to time.
(b) Terms used but not defined herein that are defined in the Uniform Commercial Code as in effect in the State of New York (the "UCC") shall have the meanings ascribed to such terms under the UCC.
(c) References to any Section, Article, Exhibit, or Schedule are references to Sections and Articles of, and Exhibits and Schedules to, this Guaranty Agreement, unless otherwise specified.
(d) The words "hereof," "herein," "hereto," and "hereunder" and words of similar import when used in this Guaranty Agreement shall refer to this Guaranty Agreement as a whole and not to any particular provision of this Guaranty Agreement.
(e) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(f) Unless the context otherwise requires, references to the plural include the singular, references to the singular include the plural, and references to any gender include all genders.
(g) All references to statutes and related regulations shall include any amendments thereto and any successor statutes and regulations.
ARTICLE II — GUARANTY
Section 2.01 — Guaranty of Obligations
Each Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to the Administrative Agent and the Secured Parties, as primary obligor and not merely as surety, the full and punctual payment when due (whether at stated maturity, by acceleration, by required prepayment, or otherwise) and performance of all Guaranteed Obligations. This Guaranty constitutes a guaranty of payment and performance and not of collection, and each Guarantor specifically agrees that it shall not be necessary or required that the Administrative Agent or any other Secured Party exercise any right, assert any claim, or demand or enforce any remedy whatsoever against any Borrower, any other Guarantor, or any other Person, or against any collateral or other security, before or as a condition to the obligations of such Guarantor hereunder.
Without limiting the generality of the foregoing, the aggregate Guaranteed Obligations include all amounts outstanding or to become outstanding under the $300,000,000 revolving credit facility established under the Credit Agreement, including the initial drawing of approximately $150,000,000 made on or about the date hereof (consisting of the payoff of approximately $112,450,000 to Harborview Lending Group, LLC, in connection with the refinancing of the existing credit facility, closing costs, fees, and expenses of approximately $3,175,000, and a working capital draw of approximately $34,375,000), as well as all future advances, Swingline Loans, Letters of Credit, and all other extensions of credit and financial accommodations made under the Credit Agreement from time to time.
This Guaranty shall extend to any increased commitments, additional loans, or incremental facilities made under or in connection with the Credit Agreement, whether or not specifically contemplated as of the date hereof, to the fullest extent permitted by applicable law. Each Guarantor acknowledges that the Lenders are entering into the Credit Agreement and extending credit to the Borrowers in reliance upon, among other things, this Guaranty and the obligations of the Guarantors set forth herein.
Section 2.02 — Guaranty Absolute
The obligations of each Guarantor under this Article II are absolute, unconditional, and irrevocable, irrespective of the value, genuineness, validity, regularity, or enforceability of any of the Guaranteed Obligations or any other agreement or instrument referred to herein or therein, or any substitution, release, impairment, or exchange of any collateral or other security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable defense available to, or a discharge of, a surety or guarantor, it being the intent of the parties hereto that the obligations of each Guarantor hereunder shall be absolute, unconditional, and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, such obligations shall not be released, discharged, or otherwise affected by:
(a) any lack of validity or enforceability of the Credit Agreement, any Note, or any other Loan Document, or any other agreement or instrument relating to the Guaranteed Obligations;
(b) any amendment, modification, supplement, waiver, consent, extension, forbearance, or other change in any provision of the Credit Agreement or any other Loan Document, including, without limitation, any change in the applicable interest rate (currently Adjusted Term SOFR plus 300 basis points per annum, with a SOFR credit spread adjustment of 10 basis points for one-month interest periods or 15 basis points for three-month interest periods, or, upon the occurrence and during the continuance of an Event of Default, at the default rate of an additional 200 basis points per annum over the otherwise applicable rate), any change to the maturity date, any change in the amount of the Commitments, or any other change in the economic terms of the Facility;
(c) any exchange, release, non-perfection, impairment, or any other action or inaction with respect to any collateral securing the Guaranteed Obligations, or any release, amendment, waiver, or modification of, or any consent to departure from, any other guaranty for all or any of the Guaranteed Obligations;
(d) any change in the corporate existence, structure, or ownership of any Borrower, any other Guarantor, or any other obligor, including, without limitation, any change resulting from any merger, consolidation, amalgamation, or restructuring;
(e) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, or similar proceeding affecting any Borrower, any Guarantor, or any other Person, or any action taken with respect to any of the Guaranteed Obligations by any trustee, receiver, liquidator, custodian, or similar official in any such proceeding;
(f) any other circumstance (including, without limitation, any statute of limitations, set-off, or counterclaim) or any existence or occurrence of any event that might otherwise constitute a defense to, or discharge of, a guarantor or surety, other than the Payment in Full of all Guaranteed Obligations;
(g) any changes to the Borrowing Base as calculated under the Credit Agreement (including the current Borrowing Base consisting of Eligible Receivables of approximately $187,000,000 at an 85% advance rate plus Eligible Inventory at a net orderly liquidation value of approximately $294,000,000 at a 65% advance rate, less Availability Reserves of approximately $23,650,000, resulting in a net Borrowing Base of approximately $326,400,000, as may be updated from time to time in accordance with the terms of the Credit Agreement), or any changes to the eligibility criteria applicable to Eligible Receivables or Eligible Inventory; and
(h) any change in the financial covenant triggers set forth in the Credit Agreement, including the springing Fixed Charge Coverage Ratio covenant of not less than 1.10 to 1.00 (which is tested only when Availability falls below $30,000,000, or the greater of (x) $30,000,000 and (y) 10.0% of the Line Cap), or any change in the cash dominion trigger levels (currently $37,500,000, or the greater of (x) $37,500,000 and (y) 12.5% of the Line Cap).
Each Guarantor hereby expressly waives any and all benefits and defenses that might otherwise be available to it by reason of any of the foregoing circumstances.
Section 2.03 — Waivers
Each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law:
(a) promptness, diligence, notice of acceptance of this Guaranty, and any other notice with respect to any of the Guaranteed Obligations and this Guaranty, including, without limitation, notice of the incurrence of any Guaranteed Obligation or any extension of credit by any Secured Party;
(b) presentment to and demand for payment or performance from any Borrower or any other Person, protest, notice of dishonor, notice of nonpayment, and notice of nonperformance;
(c) any requirement that the Administrative Agent or any Secured Party protect, secure, perfect, insure, or exhaust any right or take any action against any Borrower, any other Guarantor, or any other Person, or any collateral or other security, before or as a condition to enforcing this Guaranty or demanding payment or performance from any Guarantor hereunder;
(d) any right to require the marshaling of assets of any Borrower, any other Guarantor, or any other Person;
(e) any defense based upon an election of remedies by the Administrative Agent or any other Secured Party that destroys or otherwise adversely affects the subrogation rights of any Guarantor, the right of any Guarantor to proceed against any Borrower or any other Person for reimbursement, or both;
(f) notice of the existence, creation, or incurrence of new or additional Guaranteed Obligations, and any right to consent to or approve any amendment, modification, or supplement to the Credit Agreement or any other Loan Document that increases, extends, or otherwise changes the Guaranteed Obligations;
(g) any rights and defenses arising out of any suretyship or guaranty law, including, without limitation, any rights and defenses arising under Sections 2787, 2788, 2799, 2800, 2801, 2802, 2807, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2845, 2847, 2848, 2849, and 2850 through 2855 of the California Civil Code, or any equivalent or analogous provisions under the laws of any other applicable jurisdiction;
(h) any defense based on any right of set-off or counterclaim against or in respect of the obligations of any Guarantor hereunder; and
(i) any defense based upon the Administrative Agent's or any Lender's election, in any proceeding instituted under the Uniform Commercial Code, to proceed under Article 9 of the UCC with respect to any collateral, or to foreclose upon any security interest, whether by judicial proceedings or by exercise of any power of sale or other non-judicial remedy, and any defense arising by reason of any prior election by the Administrative Agent or any Secured Party to proceed by non-judicial rather than judicial remedies.
Section 2.04 — Continuing Guaranty; Reinstatement
(a) This Guaranty is a continuing guaranty and shall remain in full force and effect until the Payment in Full of all Guaranteed Obligations, the expiration or termination of all Letters of Credit issued under the Credit Agreement, the termination of all Commitments under the Credit Agreement, and the payment of all other amounts payable hereunder. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must be otherwise returned by any Secured Party upon the insolvency, bankruptcy, reorganization, dissolution, or liquidation of any Borrower or any Guarantor or upon or as a result of the appointment of a receiver, intervenor, conservator, or trustee of any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.
(b) Reinstatement. If at any time any payment, or any part thereof, made by or on behalf of any Borrower or any Guarantor in respect of any Guaranteed Obligation is rescinded, set aside, invalidated, declared to be fraudulent or preferential, or is required to be repaid to, or for the benefit of, any Borrower, any Guarantor, any trustee, receiver, custodian, or any other party under any bankruptcy, insolvency, reorganization, or similar law, or for any other reason whatsoever, then, to the extent of such rescission, setting aside, invalidation, declaration, or requirement to repay, the Guaranteed Obligations originally intended to be satisfied by such payment shall be revived and continued in full force and effect as if such payment had not been made, and each Guarantor's obligations under this Guaranty in respect of such Guaranteed Obligations shall be reinstated and revived and shall continue as if such payment had not been made.
Section 2.05 — Subrogation
(a) Each Guarantor hereby unconditionally and irrevocably waives all rights of subrogation, contribution, reimbursement, and indemnity whatsoever against the Borrowers and any other Guarantor, and each Guarantor hereby unconditionally and irrevocably waives all rights to enforce any remedy that the Administrative Agent or any other Secured Party now has or may hereafter have against any Borrower or any other Guarantor, and each Guarantor hereby unconditionally and irrevocably waives any benefit of, or any right to participate in, any collateral or security now or hereafter held by the Administrative Agent or any other Secured Party, in each case until the Payment in Full of all Guaranteed Obligations. No Guarantor shall exercise any subrogation right, contribution right, or any other right of recovery against any Borrower or any other Guarantor for payments made under this Guaranty until such time as Payment in Full has occurred.
(b) If, notwithstanding the foregoing, any amount shall be paid to any Guarantor on account of any such subrogation, contribution, reimbursement, or indemnity rights at any time prior to the Payment in Full of all Guaranteed Obligations, such amount shall be received and held by such Guarantor in trust for the benefit of the Administrative Agent and the Secured Parties and shall be forthwith paid over to the Administrative Agent for application (in accordance with the Credit Agreement) to the Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine in its sole discretion.
Section 2.06 — Limitation on Guarantor Liability
(a) Fraudulent Conveyance Savings Clause. Notwithstanding any other provision of this Guaranty to the contrary, the obligations of each Guarantor under this Article II shall be limited to the maximum amount that can be guaranteed by such Guarantor under applicable federal and state law relating to the insolvency of debtors, including, without limitation, the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, Section 548 of Title 11 of the United States Code (the "Bankruptcy Code"), and any comparable provisions of applicable state law, as the same may be amended from time to time, such that the obligations of each Guarantor hereunder shall in no event exceed the largest amount that would not render such Guarantor's obligations hereunder void or voidable under any such applicable law. In determining such largest amount, consideration shall be given to, among other things, the value of the direct and indirect benefit received or receivable by such Guarantor from the extensions of credit made under the Credit Agreement. For purposes hereof, the "value of direct and indirect benefits" received or receivable by a Guarantor shall include, without limitation, the value to such Guarantor of the availability of credit under the Credit Agreement, the value of intercompany services, loans, and advances, the benefit of shared overhead and resources, and the benefit of maintaining the integrated enterprise of the Cascade group.
(b) Contribution Among Guarantors. To the extent that any Guarantor makes a payment under this Guaranty (a "Paying Guarantor") in excess of such Paying Guarantor's proportionate share of the Guaranteed Obligations, such Paying Guarantor shall be entitled to seek and receive contribution from each other Guarantor that has not paid its proportionate share of the Guaranteed Obligations; provided, however, that no such right of contribution shall exist or be exercised until the Payment in Full of all Guaranteed Obligations has occurred. The proportionate share of each Guarantor for purposes of this Section 2.06(b) shall be determined on the basis of the relative net worth of each Guarantor at the time such payment is made, or, if all Guarantors are insolvent at such time, on the basis of the relative net worth of each Guarantor immediately prior to the commencement of the applicable insolvency proceeding. The provisions of this Section 2.06(b) are intended solely to define the relative rights of the Guarantors among themselves and shall not inure to the benefit of or be enforceable by any Borrower or any Secured Party (other than as set forth in this Section 2.06(b)).
ARTICLE III — REPRESENTATIONS AND WARRANTIES
Each Guarantor hereby represents and warrants to the Administrative Agent and each other Secured Party as follows:
Section 3.01 — Organization and Good Standing
(a) Cascade Digital Commerce Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Employer Identification Number: 84-3720158), with its principal offices located at 500 Fremont Street, Suite 200, Portland, OR 97209.
(b) Cascade Outlet Stores LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Washington (Employer Identification Number: 91-2034671), with its principal offices located at 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121.
(c) Cascade Fulfillment Services Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Employer Identification Number: 84-5291836), with its principal office located at 18700 72nd Avenue South, Kent, WA 98032, and operating additional distribution centers at 4500 Logistics Parkway, Reno, NV 89506 and 7200 Alum Creek Drive, Columbus, OH 43217.
(d) Each Guarantor is duly qualified to do business and is in good standing (or the equivalent thereof) in each jurisdiction where the nature of its business or the character and location of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
Section 3.02 — Power and Authority
Each Guarantor has the corporate or limited liability company power and authority to execute, deliver, and perform its obligations under this Guaranty Agreement, the Security Agreement, and each other Loan Document to which it is or will be a party. The execution, delivery, and performance of this Guaranty Agreement and each other Loan Document to which such Guarantor is a party have been duly authorized by all necessary corporate action on the part of CDC and CFS (including, without limitation, by resolutions of their respective boards of directors) and by all necessary limited liability company action on the part of COS (including, without limitation, by action of its sole member, Cascade Retail Operating Company LLC).
Section 3.03 — Due Authorization; No Conflicts
(a) The execution, delivery, and performance by each Guarantor of this Guaranty Agreement and each other Loan Document to which such Guarantor is a party have been duly authorized by all necessary corporate or limited liability company action of such Guarantor.
(b) The execution, delivery, and performance by each Guarantor of this Guaranty Agreement and each other Loan Document to which such Guarantor is a party do not and will not: (i) violate, contravene, or conflict with any provision of the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational documents of such Guarantor; (ii) violate, contravene, or conflict with any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect having applicability to such Guarantor or any of its properties or assets; or (iii) result in a breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens) upon any of the assets or properties of such Guarantor under, any material agreement, indenture, lease, instrument, or other document to which such Guarantor is a party or by which any of its properties or assets may be bound.
Section 3.04 — Enforceability
This Guaranty Agreement constitutes the legal, valid, and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, and other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity, whether applied in a proceeding at law or in equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance or injunctive relief).
Section 3.05 — Governmental Approvals
No governmental or regulatory authorization, consent, approval, order, license, franchise, permit, or exemption from, and no registration, qualification, designation, declaration, or filing with, any federal, state, local, or foreign governmental or regulatory authority is required in connection with the execution, delivery, or performance by any Guarantor of this Guaranty Agreement or any other Loan Document to which such Guarantor is a party, other than (a) filings under the Uniform Commercial Code with the Secretary of State of the State of Delaware with respect to CDC and CFS, and with the Secretary of State of the State of Washington with respect to COS (Washington filing no. 2023-204-8176), each of which has been duly made, and (b) such other filings, consents, or approvals as have been obtained and are in full force and effect.
Section 3.06 — Benefit
Each Guarantor has derived or expects to derive substantial direct and indirect benefit from the extensions of credit under the Credit Agreement and the Loans made thereunder. Each Guarantor is a wholly owned subsidiary of CROC and is an integral component of the Cascade enterprise. The Borrowers' access to $300,000,000 in revolving credit (with approximately $150,000,000 drawn on the date hereof) directly benefits the operations, liquidity, and financial condition of each Guarantor by, among other things, (a) providing working capital and operational funding that supports the business activities of each Guarantor, (b) enabling the refinancing of existing indebtedness that encumbered the assets of the Guarantors, (c) supporting the integrated supply chain, logistics, and retail operations in which each Guarantor participates, and (d) enhancing the financial stability and creditworthiness of the Cascade enterprise as a whole, from which each Guarantor derives significant economic benefit.
Section 3.07 — Solvency
After giving effect to the transactions contemplated by the Credit Agreement and this Guaranty Agreement (including the incurrence of Loans and the execution and delivery of the Loan Documents on the date hereof), each Guarantor is Solvent. Specifically, as of the date hereof and after giving effect to the transactions contemplated hereby: (a) the fair saleable value of the assets of each Guarantor exceeds the total amount of its liabilities (including, without limitation, contingent liabilities arising under this Guaranty); (b) each Guarantor is able to pay its debts and other liabilities, contingent obligations, and other commitments as they mature in the ordinary course of business; and (c) each Guarantor does not have unreasonably small capital for the conduct of its business as currently conducted and as proposed to be conducted. In making the foregoing representations, each Guarantor has taken into account the value of the benefits, direct and indirect, that it receives as a result of the transactions contemplated by the Credit Agreement and the other Loan Documents.
Section 3.08 — Incorporation of Credit Agreement Representations
Each Guarantor hereby confirms that all representations and warranties set forth in the Credit Agreement that are applicable to such Guarantor are true and correct in all material respects as of the date hereof (or, to the extent that such representations and warranties specifically refer to an earlier date, as of such earlier date), subject to the materiality and knowledge qualifiers contained therein. Each Guarantor acknowledges and agrees that the Administrative Agent and the Lenders are entering into the Credit Agreement and extending credit thereunder in reliance upon, among other things, the representations and warranties of such Guarantor contained herein and in the Credit Agreement.
ARTICLE IV — COVENANTS
Section 4.01 — Affirmative Covenants
Each Guarantor covenants and agrees that, from and after the date hereof and until the Payment in Full of all Guaranteed Obligations:
(a) Preservation of Existence. Each Guarantor shall preserve, renew, and maintain in full force and effect its corporate or limited liability company existence and good standing under the laws of its jurisdiction of organization, except as otherwise permitted by the Credit Agreement.
(b) Maintenance of Authorizations. Each Guarantor shall obtain, maintain, and keep in full force and effect all authorizations, licenses, permits, approvals, qualifications, and registrations necessary for the lawful conduct of its business and the ownership and operation of its properties, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.
(c) Compliance with Laws. Each Guarantor shall comply in all material respects with all applicable laws, rules, regulations, and orders of any governmental or regulatory authority having jurisdiction over such Guarantor, its business, or its properties, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect.
(d) Payment of Taxes. Each Guarantor shall pay and discharge all taxes, assessments, and other governmental charges or levies imposed upon it or upon its income, profits, or property prior to the date on which penalties attach thereto, except (i) for taxes, assessments, charges, or levies being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established in accordance with GAAP or (ii) where the failure to pay would not reasonably be expected to have a Material Adverse Effect.
(e) Books and Records. Each Guarantor shall keep proper books of record and account in which full, true, and correct entries in conformity with GAAP and all applicable requirements of law shall be made of all financial transactions and matters involving the assets and business of such Guarantor.
(f) Notice of Defaults. Each Guarantor shall promptly (and in any event within five (5) Business Days after any Responsible Officer of such Guarantor obtains knowledge thereof) provide written notice to the Administrative Agent of any event constituting a Default or an Event of Default under the Credit Agreement or this Guaranty Agreement, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto.
(g) Field Examinations and Inspections. Each Guarantor shall cooperate with and permit the Administrative Agent and its designated representatives (including independent auditors and consultants engaged by the Administrative Agent) to conduct field examinations, appraisals, and inspections of the properties, assets, books, and records of such Guarantor at reasonable times and upon reasonable notice; provided that such examinations and inspections shall be conducted no more frequently than once annually unless (i) an Event of Default has occurred and is continuing, in which case there shall be no limitation on the frequency of such examinations and inspections, or (ii) Availability under the Credit Agreement is less than $60,000,000 (or the greater of (x) $60,000,000 and (y) 20.0% of the Line Cap), in which case such examinations and inspections may be conducted up to twice annually, in each case at the expense of the Borrowers as provided in the Credit Agreement.
Section 4.02 — Negative Covenants
Each Guarantor covenants and agrees that, from and after the date hereof and until the Payment in Full of all Guaranteed Obligations, except as otherwise expressly permitted by the Credit Agreement:
(a) Fundamental Changes. No Guarantor shall merge, consolidate with, or be acquired by any other Person, or sell, assign, transfer, lease, or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets to any other Person, except as expressly permitted by the Credit Agreement.
(b) Name, Jurisdiction, and Organizational Changes. No Guarantor shall change its legal name, its jurisdiction of organization, or its organizational identification number without giving at least thirty (30) days' prior written notice to the Administrative Agent (such notice to include the new name, jurisdiction, or organizational identification number, as applicable) and taking all action reasonably requested by the Administrative Agent to maintain the perfection and priority of the security interests and liens granted under the Security Agreement and the other Loan Documents.
(c) Fiscal Year. No Guarantor shall change its fiscal year (currently ending December 31 of each year) without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders).
(d) Indebtedness. No Guarantor shall directly or indirectly create, incur, assume, guarantee, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except as permitted under the Credit Agreement, including, without limitation, (i) Indebtedness under the Loan Documents, (ii) purchase money indebtedness and capital lease obligations in an aggregate outstanding amount not to exceed $15,000,000 at any time, and (iii) intercompany indebtedness among the Loan Parties to the extent permitted under the Credit Agreement (subject to the subordination provisions of Article VI hereof and the Credit Agreement).
(e) Liens. No Guarantor shall directly or indirectly create, incur, assume, or permit to exist any Lien on or with respect to any of its assets or properties, whether now owned or hereafter acquired, except for Permitted Liens as defined in, and to the extent expressly permitted by, the Credit Agreement.
Section 4.03 — Additional Guarantors
If, at any time after the date hereof, any domestic subsidiary of CRH or CROC is required under Section [applicable section] of the Credit Agreement to become a Guarantor hereunder, such domestic subsidiary shall, within the time period specified in the Credit Agreement, execute and deliver to the Administrative Agent a Guaranty Supplement substantially in the form of Exhibit A attached hereto. Upon execution and delivery of such Guaranty Supplement and acceptance thereof by the Administrative Agent, such domestic subsidiary shall automatically and without further action become a Guarantor hereunder, with the same force and effect as if originally named as a Guarantor in this Guaranty Agreement, and shall be bound by all of the terms, conditions, covenants, representations, and warranties set forth herein. Each reference in this Guaranty Agreement to a "Guarantor" shall thereafter be deemed to include such additional domestic subsidiary.
ARTICLE V — EVENTS OF DEFAULT; REMEDIES
Section 5.01 — Events of Default
Each of the following shall constitute an Event of Default under this Guaranty Agreement (each, a "Guaranty Event of Default"), in addition to, and without prejudice to, the Events of Default set forth in the Credit Agreement:
(a) Payment Default. Failure by any Guarantor to make any payment required under this Guaranty Agreement when due, whether at stated maturity, upon acceleration, upon demand, or otherwise, and whether such failure relates to the payment of principal, interest, premium, fees, indemnification amounts, costs, expenses, or any other Guaranteed Obligation.
(b) Representation and Warranty Default. Any representation or warranty made or deemed made by any Guarantor in or pursuant to this Guaranty Agreement, or in any certificate, report, financial statement, or other document furnished by or on behalf of any Guarantor pursuant hereto, shall prove to have been incorrect in any material respect when made or deemed made (or, with respect to any representation or warranty that is already qualified by materiality or Material Adverse Effect, shall prove to have been incorrect in any respect when made or deemed made).
(c) Covenant Default. Failure by any Guarantor to perform, observe, or comply with any covenant, condition, or agreement contained in this Guaranty Agreement on its part to be performed, observed, or complied with, subject to applicable notice and cure periods for non-payment defaults as set forth in the Credit Agreement; provided, however, that with respect to any covenant default that is not a payment default, no Guaranty Event of Default shall occur if such failure is capable of being cured and is cured within the applicable cure period set forth in the Credit Agreement (or, if no specific cure period is specified therein, within thirty (30) days after written notice thereof is given to the applicable Guarantor by the Administrative Agent).
(d) Cross-Default. Any Event of Default (as defined in the Credit Agreement) under the Credit Agreement or any other Loan Document.
Section 5.02 — Remedies
(a) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, upon the written direction of the Required Lenders (as defined in the Credit Agreement), shall) exercise any one or more of the following remedies:
(i) declare all Guaranteed Obligations to be immediately due and payable, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by each Guarantor;
(ii) exercise any and all rights and remedies available to the Administrative Agent and the Secured Parties under this Guaranty Agreement, the other Loan Documents, at law, in equity, or otherwise; and
(iii) proceed directly and immediately against any one or more of the Guarantors to collect and recover the full amount, or any portion, of the Guaranteed Obligations, without first proceeding against any Borrower, any collateral, any other Guarantor, or any other Person, and without first resorting to any other right or remedy.
(b) The rights, powers, and remedies of the Administrative Agent and the Secured Parties under this Article V are cumulative and not exclusive of, and shall be in addition to, any other rights, powers, and remedies that the Administrative Agent and the Secured Parties may have under any Loan Document, at law, in equity, or otherwise.
ARTICLE VI — SUBORDINATION
Section 6.01 — Subordination of Intercompany Debt
Each Guarantor hereby agrees that any and all Indebtedness of any Borrower or any other Guarantor now or hereafter owed to such Guarantor (whether for principal, interest, fees, expenses, or otherwise, and whether arising under any intercompany loan, advance, management fee arrangement, tax-sharing agreement, or otherwise) is and shall be subordinate and junior in right of payment, to the fullest extent permitted by applicable law, to the prior Payment in Full of all Guaranteed Obligations. Until the Payment in Full of all Guaranteed Obligations, no Guarantor shall demand, accept, or receive any payment on account of any such intercompany Indebtedness, except to the extent expressly permitted under the Credit Agreement.
In the event of any bankruptcy, insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities, or similar proceeding or any dissolution, winding up, or liquidation proceeding in respect of any Borrower or any Guarantor, any payment or distribution of assets of any Borrower or any Guarantor of any kind or character, whether in cash, property, or securities, to which any Guarantor would be entitled but for the provisions of this Section 6.01 on account of intercompany Indebtedness owed to such Guarantor shall be collected, received, and held in trust by such Guarantor for the benefit of the Administrative Agent and the Secured Parties and shall be paid over to the Administrative Agent for application to the Guaranteed Obligations (whether or not then due) in accordance with the Credit Agreement until the Payment in Full of all Guaranteed Obligations. After the Payment in Full of all Guaranteed Obligations, the Administrative Agent shall pay over to such Guarantor any surplus remaining from such payments or distributions.
ARTICLE VII — MISCELLANEOUS
Section 7.01 — Notices
All notices, requests, demands, consents, instructions, or other communications required or permitted to be given under or by reason of this Guaranty Agreement shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Credit Agreement. All such notices, requests, demands, and other communications shall be addressed as follows (or to such other address as any party may hereafter specify by notice in writing to the other parties):
If to Cascade Digital Commerce Inc.:
Cascade Digital Commerce Inc. 500 Fremont Street, Suite 200 Portland, OR 97209
Attention: General Manager
If to Cascade Outlet Stores LLC:
Cascade Outlet Stores LLC 2200 Elliott Avenue, Suite 1400 Seattle, WA 98121
Attention: General Manager
If to Cascade Fulfillment Services Inc.:
Cascade Fulfillment Services Inc. 18700 72nd Avenue South Kent, WA 98032
Attention: General Manager
If to the Administrative Agent:
Crescent Harbor Bank, National Association 780 Park Avenue, 30th Floor New York, NY 10021
Attention: Julianne Strickland, Vice President, Portfolio Management
With a copy to Administrative Agent's counsel:
Whitfield, Greer & Holloway LLP 51 West 52nd Street, 35th Floor New York, NY 10019
Attention: Bernard Ashford
If to CRH (as parent and for informational purposes):
Cascade Retail Holdings Inc. 2200 Elliott Avenue, Suite 1400 Seattle, WA 98121
Attention: Derek Tanaka, General Counsel
Section 7.02 — Amendments and Waivers
No amendment, modification, termination, or waiver of any provision of this Guaranty Agreement, and no consent to any departure by any Guarantor therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent (acting at the direction of the Required Lenders, to the extent required under the Credit Agreement) and each Guarantor party hereto. Any such amendment, modification, termination, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No failure or delay on the part of the Administrative Agent or any Secured Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Section 7.03 — Successors and Assigns
This Guaranty Agreement shall be binding upon each Guarantor and its respective successors and assigns, and shall inure to the benefit of the Administrative Agent, the Secured Parties, and their respective successors and permitted assigns. No Guarantor may assign or transfer any of its obligations hereunder without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders). The Administrative Agent may, without the consent of any Guarantor, assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty Agreement in connection with any assignment of its rights and obligations as Administrative Agent under the Credit Agreement. Each Lender may assign its rights hereunder in connection with any permitted assignment of its Commitments and Loans under the Credit Agreement.
Section 7.04 — Governing Law
THIS GUARANTY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
Section 7.05 — Submission to Jurisdiction; Venue
(a) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of the Supreme Court of the State of New York, New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York federal court or, to the fullest extent permitted by applicable law, in such New York state court.
(b) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty Agreement in any court referred to in paragraph (a) of this Section 7.05, and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.
(c) Each Guarantor irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such Guarantor at its address for notices as specified in Section 7.01 hereof. Nothing in this Section 7.05 shall affect the right of the Administrative Agent or any Secured Party to serve process in any other manner permitted by applicable law.
Section 7.06 — Waiver of Jury Trial
EACH GUARANTOR, THE ADMINISTRATIVE AGENT, AND EACH SECURED PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT, ANY OTHER LOAN DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF OR THEREOF. EACH GUARANTOR CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. EACH GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.06.
Section 7.07 — Severability
If any provision of this Guaranty Agreement is held to be illegal, invalid, or unenforceable by any court of competent jurisdiction, such provision shall be fully severable, and this Guaranty Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof. The remaining provisions of this Guaranty Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Guaranty Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.
Section 7.08 — Entire Agreement
This Guaranty Agreement, together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the parties with respect to such subject matter. There are no representations, warranties, covenants, or agreements among the parties hereto with respect to the subject matter hereof other than those expressly set forth or referred to herein or in the other Loan Documents.
Section 7.09 — Headings
Article and Section headings and the table of contents used herein are for convenience of reference only, are not part of this Guaranty Agreement, and shall not affect the construction of, or be taken into consideration in interpreting, this Guaranty Agreement.
Section 7.10 — Counterparts; Electronic Execution
This Guaranty Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Guaranty Agreement by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Guaranty Agreement. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to this Guaranty Agreement or any document to be signed in connection with this Guaranty Agreement shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act.
Section 7.11 — No Third-Party Beneficiaries
This Guaranty Agreement is solely for the benefit of the Administrative Agent, the Secured Parties, and their respective successors and permitted assigns. No other Person (including, without limitation, any Borrower) shall have or be deemed to have any legal or equitable right, remedy, or claim under or with respect to this Guaranty Agreement or any provision hereof. Nothing herein, expressed or implied, shall confer upon any Person other than the parties hereto and the Secured Parties any rights or remedies under or by reason of this Guaranty Agreement.
Section 7.12 — Set-Off
In addition to any rights and remedies of the Administrative Agent and the Lenders provided by law, each Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender, at any time and from time to time upon the occurrence and during the continuance of an Event of Default, without notice to such Guarantor (any such notice being expressly waived by each Guarantor to the fullest extent permitted by applicable law), to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Administrative Agent or such Lender, as applicable, to or for the credit or the account of such Guarantor against any and all of the Guaranteed Obligations now or hereafter existing under this Guaranty Agreement or any other Loan Document, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Guaranty Agreement and although such obligations of such Guarantor may be contingent or unmatured or are owed to a branch, office, or Affiliate different from the branch, office, or Affiliate holding such deposit or obligated on such indebtedness. The rights of the Administrative Agent and each Lender under this Section 7.12 are in addition to any other rights and remedies (including other rights of set-off) that the Administrative Agent and each Lender may have. Each Lender agrees to notify the Administrative Agent and the applicable Guarantor promptly after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty Agreement to be duly executed and delivered by its authorized officer or representative as of the date first above written.
GUARANTOR SIGNATURE PAGES
CASCADE DIGITAL COMMERCE INC.
By: ________
Name: Derek Tanaka
Title: Vice President and Secretary
Date: May 4, 2023