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PERFECTION CERTIFICATE

Dated as of May 4, 2023

CONFIDENTIAL

This PERFECTION CERTIFICATE (this "Certificate") is delivered pursuant to Section 5.01(b) of that certain Security Agreement dated as of May 4, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation, Cascade Retail Operating Company LLC, a Delaware limited liability company, Cascade Digital Commerce Inc., a Delaware corporation, Cascade Outlet Stores LLC, a Washington limited liability company, and Cascade Fulfillment Services Inc., a Delaware corporation (each individually a "Grantor" and collectively, the "Grantors"), and Crescent Harbor Bank, N.A., a national banking association, in its capacity as Collateral Agent for the Secured Parties (in such capacity, together with its successors and assigns, the "Collateral Agent").

Reference is made to that certain Credit Agreement dated as of May 4, 2023 (effective as of May 19, 2023) (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Cascade Retail Holdings Inc. and Cascade Retail Operating Company LLC, as Borrowers (collectively, the "Borrowers"), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent.

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement or, if not defined therein, in the Credit Agreement. In the event of any conflict between the definitions set forth in the Security Agreement and those set forth in the Credit Agreement, the definitions in the Security Agreement shall control for purposes of this Certificate.

The undersigned authorized officers of each Grantor hereby certify to the Collateral Agent and the Secured Parties as follows:

Section 1: Exact Legal Names

Set forth below is the exact legal name of each Grantor as such name appears on the public organic record in such Grantor's jurisdiction of organization. Each name set forth below is the name that has been verified against the applicable records maintained by the Secretary of State (or equivalent filing office) in each Grantor's jurisdiction of organization and is the name under which UCC-1 financing statements are to be, or have been, filed against each such Grantor:

Each Grantor represents and warrants that its exact legal name set forth above is the name as it appears on such Grantor's certificate of incorporation, certificate of formation, articles of organization, or other equivalent organizational document filed with the applicable governmental authority in its jurisdiction of organization, as applicable.

Section 2: Prior Legal Names, Trade Names, and Other Names

Set forth below are all prior legal names, trade names, assumed names, fictitious business names, "doing business as" names, and any other names (including former corporate or entity names) under which each Grantor has conducted business, been known, or filed any public document at any time during the five (5) year period preceding the date hereof. Each Grantor represents and warrants that, except as set forth in the table below, it has not used or been known by any other name during such period.

No Grantor has changed its legal name at any time during the five (5) year period preceding the date hereof. With respect to Cascade Retail Holdings Inc., the Nasdaq ticker symbol "CRHI" is used in connection with the trading of its common stock on The Nasdaq Global Select Market and is referenced herein for completeness; such ticker symbol does not constitute a separate trade name or assumed business name filing.

Each Grantor represents and warrants that, except as set forth above, it has not operated under any trade name, fictitious business name, assumed name, or other designation during the five (5) year period preceding the date hereof. To the extent any trade name or assumed name set forth above has been used, appropriate assumed name or fictitious business name filings have been made in the applicable jurisdictions, as required by applicable law.

Section 3: Type of Organization, Jurisdiction of Organization, and Organizational Identification Numbers

Set forth below is the type of organization, jurisdiction of organization, state organizational identification number (as assigned by the applicable Secretary of State or equivalent filing office), and Federal Employer Identification Number ("EIN") for each Grantor:

Each Grantor confirms that its jurisdiction of organization is a jurisdiction of the United States of America and that its organizational identification number has been assigned by the filing office of such jurisdiction. No Grantor is a "transmitting utility" as defined in Article 9 of the Uniform Commercial Code as in effect in its jurisdiction of organization.

Each Grantor represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and is duly qualified and authorized to do business and is in good standing in each other jurisdiction in which the character or location of its assets or the nature of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

Section 4: Chief Executive Offices and Principal Places of Business

Set forth below is the address of the chief executive office and principal place of business of each Grantor as of the date hereof. The chief executive office is the location from which each Grantor manages the main part of its business operations and affairs:

Each Grantor represents and warrants that it has maintained its chief executive office and principal place of business at the address set forth above for at least the four (4) month period immediately preceding the date hereof. No Grantor has changed its chief executive office or principal place of business at any time during such four-month period.

In addition to the chief executive offices and principal places of business set forth above, the Grantors maintain certain other business locations (including distribution centers, retail outlet stores, and satellite offices) as more particularly described in Section 6 of this Certificate. The mailing address for general business correspondence directed to any Grantor (other than Cascade Digital Commerce Inc.) is 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121. The mailing address for general business correspondence directed to Cascade Digital Commerce Inc. is 500 Fremont Street, Suite 200, Portland, OR 97209.

Section 5: Registered Agent Information

Set forth below is the name and address of the registered agent for service of process designated by each Grantor in its jurisdiction of organization:

Each Grantor represents and warrants that its registered agent designation is current and effective in its jurisdiction of organization as of the date hereof and that it has not received any notice of resignation or other termination of any such registered agent appointment.

Section 6: Locations of Inventory and Equipment

6(a): Inventory Locations

Set forth below are all locations where inventory of any Grantor is kept, stored, or otherwise maintained as of the date hereof, other than inventory in transit via common carrier. Each location has been identified by address, description, and whether the premises are owned or leased by the applicable Grantor:

With respect to the three (3) distribution center locations operated by Cascade Fulfillment Services Inc. (the Kent DC, Reno DC, and Columbus DC), inventory stored at such locations includes, without limitation, finished goods, work-in-process, raw materials, packaging and shipping supplies, and returned merchandise held for inspection and restocking.

With respect to the sixty-four (64) retail outlet store locations operated by Cascade Outlet Stores LLC, inventory at such locations consists of finished goods held for sale to consumers in the ordinary course of business. The full list of addresses for all sixty-four (64) outlet store locations is set forth on Schedule 6(a) attached hereto and incorporated herein by reference.

In-Transit Inventory. In the ordinary course of business, inventory of the Grantors is shipped via common carrier (including, without limitation, Harborline Partners LLC, Westvale Holdings, and various less-than-truckload and full-truckload carriers) and may be in transit between distribution centers, third-party warehouses, retail outlet store locations, wholesale customers, and e-commerce customers at any given time. Such in-transit inventory is not maintained at a fixed location and accordingly is not identified by address in this Section 6(a).

6(b): Equipment Locations

Set forth below are all locations where material equipment (including, without limitation, machinery, furniture, fixtures, tools, vehicles, and other tangible personal property constituting equipment under Article 9 of the Uniform Commercial Code) of any Grantor is kept or maintained as of the date hereof:

None of the locations at which material equipment is maintained is owned by any Grantor; all such locations are leased. Copies of the applicable lease agreements for the three distribution center locations, the corporate headquarters, and the Portland office have been delivered to the Collateral Agent or its counsel.

6(c): Goods in Possession of Third Parties

Set forth below is a description of inventory and equipment of any Grantor that is in the possession of any bailee, warehouseman, consignee, processor, or other third party as of the date hereof:

Other than as set forth above, no Grantor has any inventory or material equipment in the possession of any bailee, warehouseman, consignee, processor, or other third party. To the extent required under Section 4.04 of the Security Agreement, the applicable Grantors will use commercially reasonable efforts to cause each such third party to execute and deliver a bailee acknowledgment or warehouseman's waiver in form and substance reasonably satisfactory to the Collateral Agent within sixty (60) days following the Closing Date.

Section 7: Location of Books and Records

Set forth below is the address at which each Grantor maintains its books and records (including, without limitation, records relating to accounts receivable, contract rights, instruments, chattel paper, general intangibles, and all other Collateral):

Each Grantor represents and warrants that the address set forth above is the sole location at which it maintains its primary books and records. Certain electronic records and data are maintained on cloud-based servers hosted by Crestline Systems and Ridgeway Industries; however, access to and control over such records is administered exclusively from the physical office locations set forth above.

In addition, each Grantor maintains certain backup copies of its electronic books and records at a secure off-site data storage facility operated by Ashford Enterprises, located in the greater Seattle, Washington metropolitan area, for disaster recovery and business continuity purposes. Such backup copies are supplemental in nature and do not constitute the primary location of any Grantor's books and records.

Section 8: Deposit Accounts

Set forth below are all deposit accounts maintained by each Grantor as of the date hereof, including the depository institution, account type, and status of any Deposit Account Control Agreement ("DACA") required to be delivered pursuant to Section 4.02 of the Security Agreement. For confidentiality and security purposes, the full account numbers for each deposit account are set forth on Schedule 8 attached hereto and incorporated herein by reference, which Schedule is marked "Confidential" and delivered under separate cover.

Total deposit accounts: Four (4) deposit accounts are maintained by the Grantors as of the date hereof, each of which is subject to a duly executed Deposit Account Control Agreement in favor of the Collateral Agent, for the benefit of the Secured Parties. Copies of each executed DACA have been delivered to counsel for the Collateral Agent.

No Grantor maintains any other deposit account at any depository institution other than those set forth above. Each Grantor agrees to notify the Collateral Agent and to execute and deliver (or cause to be executed and delivered) a DACA with respect to any deposit account opened after the date hereof, as required by Section 6.13 of the Credit Agreement.

Section 9: Accounts Receivable

9(a): Nature of Accounts

Set forth below is a description of the types of accounts receivable generated by the Grantors in the ordinary course of their respective businesses:

(i) Wholesale and Trade Receivables. Cascade Retail Operating Company LLC ("CROC") generates accounts receivable from the sale of merchandise on credit terms to department store customers, specialty retail accounts, and other wholesale distribution channels. Payment terms for such accounts generally range from net thirty (30) to net sixty (60) days from the date of invoice. CROC's principal wholesale customers include major U.S. department store operators and national specialty retailers.

(ii) E-Commerce Receivables. Cascade Digital Commerce Inc. ("CDC") generates accounts receivable from the sale of merchandise through the Grantors' proprietary e-commerce websites and third-party online marketplace platforms. Such receivables consist principally of credit card processor receivables (amounts owing from credit card processors, including Visa, Hollowell Partners LLC, Pinnacle Partners LLC, and Ashford Corporation) and accounts receivable from third-party marketplace operators. Payment terms for credit card processor receivables are generally settled within two (2) to five (5) business days from the date of sale.

(iii) Outlet Retail Receivables. Cascade Outlet Stores LLC ("COS") generates accounts receivable from the sale of merchandise at its sixty-four (64) retail outlet store locations. Such receivables consist primarily of credit card processor receivables arising from point-of-sale transactions at each retail location. Payment terms are consistent with industry standard credit card settlement practices, generally within two (2) to five (5) business days.

(iv) Intercompany Receivables. In the ordinary course of their respective businesses, the Grantors maintain intercompany receivables and payables among themselves. Such intercompany receivables have been identified, are tracked separately in each Grantor's books and records, and are excluded from the definition of "Eligible Receivables" under the Credit Agreement.

9(b): Eligible Receivables at Closing

As of the Closing Date, the aggregate amount of Eligible Receivables (as defined in the Credit Agreement) of the Borrowers and Guarantors, as determined in accordance with the Borrowing Base Certificate delivered on the date hereof and verified by the field examination report of Ridgeline Asset Advisors LLC dated March 31, 2023 (the "Field Examination Report"), is as follows:

Eligible Receivables (as of the Closing Date): $187,000,000

The foregoing amount is subject to adjustment based on the eligibility criteria, reserves, and concentration limits set forth in the definition of "Borrowing Base" in the Credit Agreement and has been calculated in accordance with the methodology described in the Field Examination Report. The Collateral Agent and the Lenders are entitled to rely on the Field Examination Report and the Borrowing Base Certificate in connection with the initial extensions of credit under the Credit Agreement.

Section 10: Intellectual Property

10(a): Patents. As of the date hereof, no Grantor owns or holds any issued patents or pending patent applications filed with the United States Patent and Trademark Office ("USPTO") or any foreign patent office. No Grantor has filed any provisional patent applications that remain pending.

To the extent any Grantor acquires or files any patent or patent application after the date hereof, such Grantor shall promptly notify the Collateral Agent and shall comply with the provisions of Section 4.06 of the Security Agreement with respect thereto.

10(b): Trademarks. Set forth on Schedule 10(b) attached hereto and incorporated herein by reference is a complete list of all trademarks, service marks, trade dress, and trademark applications that are registered with the USPTO or any state trademark or service mark office, in each case owned by any Grantor as of the date hereof. The information set forth on Schedule 10(b) includes, for each such mark, the registration or application number, the registration or filing date, the applicable class(es) of goods or services, and the name of the registered owner.

Material trademarks owned by the Grantors include, without limitation:

• "CASCADE RETAIL" (and design) — U.S. Reg. No. 4,872,351

• "CASCADE OUTLETS" — U.S. Reg. No. 5,103,487

• "CASCADE DIGITAL" — U.S. Reg. No. 5,419,226

• "CASCADE" (stylized word mark) — U.S. Reg. No. 4,651,093

• "CRH" (stylized word mark) — U.S. Reg. No. 5,240,718

Additional registered trademarks and pending applications are set forth in full on Schedule 10(b).

10(c): Copyrights. Set forth on Schedule 10(c) attached hereto and incorporated herein by reference is a complete list of all copyrights that are registered with the United States Copyright Office, in each case owned by any Grantor as of the date hereof. The information set forth on Schedule 10(c) includes, for each such copyright, the registration number, the date of registration, the title of the work, and the name of the registered author and claimant.

Material copyrights owned by the Grantors include copyrights in website content, product catalogs, marketing materials, proprietary software code, and employee training materials, all as more particularly described on Schedule 10(c).

10(d): Domain Names

Set forth below are the material internet domain names owned by each Grantor as of the date hereof:

The domain names set forth above are registered through Severin Systems or Kestrel Holdings as the applicable domain name registrar, in each case in the name of the Grantor identified above.

10(e): Licenses. Set forth below is a description of all material inbound and outbound intellectual property licenses to which any Grantor is a party as of the date hereof:

Inbound Licenses:

(i) Software License Agreement dated March 1, 2021, between Cascade Retail Operating Company LLC (as licensee) and Ashford Holdings (as licensor), pursuant to which CROC is licensed to use certain enterprise resource planning (ERP) and supply chain management software. The license is non-exclusive, non-transferable, and terminable upon ninety (90) days' prior written notice by either party.

(ii) Software-as-a-Service Agreement dated August 15, 2022, between Cascade Digital Commerce Inc. (as subscriber) and Larkspur Solutions (as provider), pursuant to which CDC utilizes certain customer relationship management (CRM) and marketing automation tools. The subscription term expires August 14, 2025, subject to annual renewal.

(iii) Trademark License Agreement dated January 10, 2020, between Cascade Retail Operating Company LLC (as licensee) and Northwind Apparel Group, Inc. (as licensor), pursuant to which CROC is licensed to manufacture, distribute, and sell certain apparel products bearing the "Northwind" brand name and trademarks in the United States and Canada. The license is exclusive within the licensed territory, with a current term expiring December 31, 2025, subject to two (2) successive one (1) year renewal options.

Outbound Licenses:

(i) Trademark License Agreement dated June 1, 2021, between Cascade Retail Operating Company LLC (as licensor) and Cascade Retail Canada ULC (as licensee), pursuant to which CROC licenses certain "CASCADE" trademarks and trade names to Cascade Retail Canada ULC for use in connection with the marketing and sale of merchandise in Canada. The license is non-exclusive and royalty-bearing, with a current term expiring May 31, 2026.

Other than as set forth above, no Grantor is a party to any material inbound or outbound intellectual property license, franchise agreement, or similar arrangement.

Negative Pledge. Each Grantor acknowledges and confirms that, pursuant to Section 3.04 of the Security Agreement, all registered intellectual property (including all patents, trademarks, service marks, and copyrights registered with the USPTO or the United States Copyright Office, as applicable) is excluded from the grant of the security interest set forth in the Security Agreement. Notwithstanding such exclusion, each Grantor has agreed to a negative pledge with respect to all such registered intellectual property, and no Grantor shall sell, assign, transfer, encumber, or otherwise dispose of any such registered intellectual property, or permit any lien to exist thereon (other than Permitted Liens), without the prior written consent of the Collateral Agent.

Section 11: Commercial Tort Claims

As of the date hereof, no Grantor has any pending commercial tort claim (as defined in Article 9 of the Uniform Commercial Code) in which the amount in controversy exceeds $500,000 (individually or in the aggregate with related claims). No Grantor has filed or asserted, or has had filed or asserted against it, any claim in a judicial, arbitral, or administrative proceeding that would constitute a commercial tort claim with an amount in controversy exceeding the threshold set forth above.

Each Grantor acknowledges its obligation under Section 6.15 of the Credit Agreement and Section 4.07 of the Security Agreement to promptly notify the Collateral Agent in writing upon the filing or assertion of any commercial tort claim by or on behalf of any Grantor in which the amount in controversy exceeds $500,000, and to execute and deliver such documents and take such actions as may be necessary or reasonably requested by the Collateral Agent to grant a perfected security interest therein.

Section 12: Letter-of-Credit Rights

As of the date hereof, the letter-of-credit rights held by the Grantors are as follows:

The letter of credit identified above was issued under the existing revolving ABL facility with Harborview Lending Group, LLC, which is being refinanced in connection with the Credit Agreement. Upon the Closing Date, the foregoing standby letter of credit will be either (a) cash collateralized, (b) backstopped by the issuance of a replacement letter of credit under the Credit Agreement, or (c) terminated, in each case in accordance with the terms of the payoff letter delivered by Harborview Lending Group, LLC.

Other than as set forth above, no Grantor is the beneficiary of, or otherwise holds any rights in, any letter of credit issued by any financial institution.

Section 13: Chattel Paper and Instruments

As of the date hereof, no Grantor is in possession of any tangible chattel paper (as defined in Section 9-102(a)(79) of the Uniform Commercial Code) or any instruments (as defined in Section 9-102(a)(47) of the Uniform Commercial Code), except as follows:

(i) Cascade Retail Operating Company LLC holds certain promissory notes evidencing intercompany loans extended to Cascade Retail Canada ULC in the aggregate original principal amount of $8,750,000. Such promissory notes are maintained at the corporate headquarters at 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121, and have been identified and segregated. Because such notes evidence intercompany obligations of a foreign subsidiary, they are not required to be delivered to the Collateral Agent under the terms of the Security Agreement, but are subject to a negative pledge.

Other than as set forth above, no Grantor is in possession of any tangible chattel paper, electronic chattel paper, or instruments. Each Grantor acknowledges its obligation under Section 4.03 of the Security Agreement to deliver to the Collateral Agent any tangible chattel paper or instruments with a face amount in excess of $250,000 that are acquired after the date hereof, if such delivery is required for perfection of the Collateral Agent's security interest therein.

Section 14: Equity Interests Owned

Set forth below are all equity interests in subsidiaries and other entities owned by each Grantor as of the date hereof. The equity interests described below are pledged (or, in the case of equity interests in foreign subsidiaries, partially pledged) pursuant to the terms of the Pledge Agreement dated as of May 4, 2023 (the "Pledge Agreement"), among the Grantors and the Collateral Agent:

With respect to the equity interests that are certificated (items 2, 4, and 5 above), the original stock certificates, together with duly executed, undated stock powers endorsed in blank, have been delivered to the Collateral Agent on or prior to the date hereof in accordance with Section 2.02 of the Pledge Agreement.

With respect to the equity interests that are uncertificated (items 1 and 3 above), the applicable Grantors have taken all steps necessary to perfect the Collateral Agent's security interest therein, including the registration of the pledge on the books and records of the applicable issuer and the delivery to the Collateral Agent of an acknowledgment of such registration, in each case in accordance with Section 2.03 of the Pledge Agreement and Section 8-301(b) of the Uniform Commercial Code.

Foreign Subsidiary Limitation. Cascade Retail Canada ULC is an unlimited liability company organized under the laws of the Province of British Columbia, Canada, and constitutes a "Foreign Subsidiary" as defined in the Credit Agreement. Pursuant to Section 2.01(b) of the Pledge Agreement and Section 6.12 of the Credit Agreement, only sixty-five percent (65%) of the total outstanding voting equity interests in Cascade Retail Canada ULC are required to be pledged to the Collateral Agent. Accordingly, Cascade Retail Operating Company LLC has pledged 65% of the common shares of Cascade Retail Canada ULC, representing 65% of the total outstanding voting equity interests therein. The remaining 35% of the common shares of Cascade Retail Canada ULC are not pledged and are excluded from the Collateral. This limitation is consistent with the customary practice of limiting pledges of foreign subsidiary equity to 65% of voting stock in order to avoid adverse U.S. federal income tax consequences under Section 956 of the Internal Revenue Code of 1986, as amended.

Section 15: UCC Filing Jurisdictions

Set forth below are the jurisdictions in which UCC-1 financing statements have been or will be filed against each Grantor to perfect the Collateral Agent's security interest in the Collateral. Pursuant to Section 9-301(1) of the Uniform Commercial Code, the filing jurisdiction for each Grantor is determined by reference to such Grantor's jurisdiction of organization (i.e., the jurisdiction under whose law such Grantor is organized):

The UCC-1 financing statements referenced above name the applicable Grantor as debtor and the Collateral Agent as secured party. Each such financing statement describes the Collateral in a manner consistent with the grant of security interest set forth in Section 2.01 of the Security Agreement, or alternatively, describes the Collateral as "all assets" of the applicable Grantor (to the extent permitted under applicable law and consistent with the Security Agreement).

With respect to the filings designated "To be filed on or prior to the Closing Date," the Grantors' counsel, Whitfield & Raines LLP, has been instructed to file such UCC-1 financing statements with the applicable Secretary of State on or before the Closing Date (May 19, 2023), and will deliver file-stamped copies or confirmation of filing to the Collateral Agent promptly upon receipt.

Section 16: Existing Liens and UCC Filings

16(a): Existing UCC Filings Against Grantors

Set forth on Schedule 16(a) attached hereto and incorporated herein by reference are the results of UCC lien searches conducted against each Grantor in its respective jurisdiction of organization and in each jurisdiction in which such Grantor maintains a chief executive office or principal place of business. Such searches were conducted by Penrose Software, a Vireo Enterprises business, as of April 21, 2023, and copies of the full search reports have been delivered to counsel for the Collateral Agent.

The UCC lien searches revealed the following existing UCC financing statement filings against the Grantors:

The foregoing UCC filings were made by Harborview Lending Group, LLC in connection with that certain Amended and Restated Revolving Credit and Security Agreement dated as of October 15, 2019 (as amended), providing for a $175,000,000 revolving asset-based lending facility (the "Existing ABL Facility"). The Existing ABL Facility is being refinanced and repaid in full in connection with the closing of the transactions contemplated by the Credit Agreement.

Pursuant to the payoff letter dated May 2, 2023 (the "Payoff Letter"), issued by Harborview Lending Group, LLC, the aggregate payoff amount required to fully discharge all obligations under the Existing ABL Facility is $112,450,000 (inclusive of principal, accrued and unpaid interest, and fees through and including the Closing Date), plus per diem interest of $24,711.11 for each day after May 4, 2023 through the date of repayment. Upon receipt by Harborview Lending Group, LLC of the payoff amount in full, Harborview Lending Group, LLC has agreed (as set forth in the Payoff Letter) to (i) deliver duly executed UCC-3 termination statements terminating each of the UCC financing statements set forth above, (ii) release all liens and security interests securing the Existing ABL Facility, and (iii) deliver such other termination statements, lien releases, and instruments as may be reasonably requested by the Collateral Agent.

The Borrowers have arranged for the payoff amount to be funded from the initial borrowings under the Credit Agreement on the Closing Date, and copies of the wire transfer instructions and the Payoff Letter have been delivered to the Collateral Agent and its counsel. It shall be a condition precedent to the effectiveness of the Credit Agreement and the initial extensions of credit thereunder that (a) the payoff amount has been paid in full and (b) UCC-3 termination statements have been filed (or delivered to the Collateral Agent or its counsel for filing) with respect to all of the foregoing UCC financing statements.

16(b): Existing Liens Permitted Under the Credit Agreement

Other than the liens securing the Existing ABL Facility (which are to be released and terminated as described in Section 16(a) above), the following liens exist against the assets of the Grantors as of the date hereof and are "Permitted Liens" under Section 7.01 of the Credit Agreement:

(i) Purchase Money Liens. Cascade Fulfillment Services Inc. is party to certain equipment financing arrangements with Dunmore & Co. secured by purchase money security interests in certain forklift equipment located at the Kent DC and Reno DC facilities. The aggregate outstanding principal amount of such purchase money obligations as of the date hereof is approximately $2,340,000. Such liens are permitted under Section 7.01(d) of the Credit Agreement (purchase money liens) and are within the $15,000,000 aggregate basket for Indebtedness secured by purchase money liens as set forth in Section 7.03(e) of the Credit Agreement.

(ii) Statutory Liens. Certain statutory liens arising in the ordinary course of business exist against the assets of the Grantors, including (a) landlord's liens, (b) carriers', warehousemen's, mechanics', materialmen's, and similar liens arising by operation of law, and (c) liens for taxes not yet due and payable or being contested in good faith and for which adequate reserves have been established. Such liens are permitted under Section 7.01(a) and Section 7.01(b) of the Credit Agreement.

Other than as set forth above and in Section 16(a), no Grantor is aware of any other lien, encumbrance, security interest, or adverse claim against any of the Collateral.

Section 17: Litigation and Judgments

As of the date hereof, no Grantor is subject to any judgment lien in any jurisdiction. No judgment or order has been entered against any Grantor by any court of competent jurisdiction that remains unsatisfied, undischarged, or unstayed as of the date hereof.

The Grantors are parties to certain litigation and legal proceedings as disclosed in Schedule 5.06 to the Credit Agreement (Disclosed Matters). None of such disclosed matters involve, or are reasonably expected to result in, any judgment lien against any Grantor or any of the Collateral. Cross-reference is hereby made to the representations and warranties set forth in Section 5.06 of the Credit Agreement, which representations are true and correct in all material respects as of the date hereof.

Section 18: Changes in Prior Four Months

Each Grantor hereby certifies that, during the four (4) month period immediately preceding the date hereof (i.e., from and after January 4, 2023), no Grantor has:

(a) changed its legal name (as set forth in its organizational documents filed with the applicable Secretary of State or equivalent filing office);

(b) changed its jurisdiction of organization;

(d) changed, or had changed, its organizational identification number as assigned by the applicable Secretary of State or equivalent filing office; or

(e) merged with or into, or consolidated with, any other entity, or otherwise participated in any division, conversion, or similar corporate reorganization transaction,

except as may be otherwise disclosed in this Certificate or in the schedules and exhibits delivered to the Collateral Agent in connection with the Credit Agreement and the other Loan Documents. As of the date hereof, no such changes are contemplated by any Grantor.

Section 19: Taxpayer Identification Numbers

Set forth below, for the convenience of the Collateral Agent, is a summary of the Federal Employer Identification Number (EIN) assigned by the Internal Revenue Service to each Grantor:

Each Grantor represents and warrants that the Federal EIN set forth above is the correct taxpayer identification number assigned to such Grantor by the Internal Revenue Service. No Grantor has been assigned, or has used, any other Federal EIN during the five (5) year period preceding the date hereof.

CERTIFICATION

Each undersigned authorized officer of the respective Grantor hereby certifies, on behalf of such Grantor and not in any individual capacity, that the information set forth in this Perfection Certificate (including all Schedules attached hereto) is true, correct, and complete in all material respects as of the date first written above (May 4, 2023) and as of the Closing Date (May 19, 2023). Each Grantor acknowledges that (a) the Collateral Agent and the Secured Parties are relying on the accuracy and completeness of this Certificate in connection with the perfection of the Collateral Agent's security interest in the Collateral, (b) the Collateral Agent and the Secured Parties would not enter into the Credit Agreement and the other Loan Documents but for the representations, warranties, and certifications set forth herein, and (c) any material inaccuracy or incompleteness in this Certificate may constitute a Default or Event of Default under the Credit Agreement. Each Grantor agrees to promptly notify the Collateral Agent in writing if any information set forth in this Certificate becomes inaccurate, incomplete, or misleading in any material respect at any time.

[Signature pages follow.]

IN WITNESS WHEREOF, each of the undersigned has caused this Perfection Certificate to be duly executed and delivered as of the date first written above.

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Elena Kowalski

Title: Chief Financial Officer

Date: May 4, 2023

CASCADE RETAIL OPERATING COMPANY LLC

By: Cascade Retail Holdings Inc., its Sole Member

By: ________

Name: Elena Kowalski

Title: Chief Financial Officer of Cascade Retail Holdings Inc., as authorized representative

Date: May 4, 2023

CASCADE DIGITAL COMMERCE INC.

By: ________

Name: Derek Tanaka

Title: Vice President and Treasurer

Date: May 4, 2023

CASCADE OUTLET STORES LLC

By: Cascade Retail Operating Company LLC, its Sole Member

By: ________

Name: Derek Tanaka

Title: Vice President and Treasurer of Cascade Retail Operating Company LLC, as authorized representative

Date: May 4, 2023

CASCADE FULFILLMENT SERVICES INC.

By: ________

Name: Derek Tanaka

Title: Vice President and Treasurer

Date: May 4, 2023

ACKNOWLEDGED AND ACCEPTED:

CRESCENT HARBOR BANK, N.A., as Collateral Agent

By: ________

Name: Patricia M. Sunderland

Title: Managing Director

Date: ________

SCHEDULES TO PERFECTION CERTIFICATE

Schedule 6(a) — Outlet Store Locations

The following is a list of the sixty-four (64) retail outlet store locations operated by Cascade Outlet Stores LLC. All locations are leased. Inventory consisting of finished goods held for sale in the ordinary course of business, together with equipment consisting of point-of-sale systems, display fixtures, shelving, signage, and security systems, is maintained at each location.

Note: The full list of sixty-four (64) outlet store addresses, including street address, city, state, zip code, lease commencement date, and landlord/lessor identity, is to be attached hereto as a supplemental schedule prior to the Closing Date. Such supplemental schedule will be provided to the Collateral Agent and its counsel upon finalization by Cascade Outlet Stores LLC's real estate department.

Schedule 8 — Deposit Account Details

CONFIDENTIAL — DELIVERED UNDER SEPARATE COVER

This Schedule sets forth the full deposit account details (including account numbers) for the four (4) deposit accounts identified in Section 8 of the Perfection Certificate. This Schedule is marked "Confidential" and has been delivered to the Collateral Agent under separate cover.

Schedule 10(b) — Registered Trademarks

The following is a list of all trademarks and service marks registered with the United States Patent and Trademark Office or any state trademark office, in each case owned by a Grantor as of the date of the Perfection Certificate. All registered trademarks and service marks listed below are subject to the negative pledge set forth in Section 3.04 of the Security Agreement and are excluded from the grant of the security interest thereunder.

Additional trademark applications pending before the USPTO are maintained by the Grantors' intellectual property counsel and will be supplemented to this Schedule if and when any such application matures to registration.

Schedule 10(c) — Registered Copyrights

The following is a list of all copyrights registered with the United States Copyright Office, in each case owned by a Grantor as of the date of the Perfection Certificate. All registered copyrights listed below are subject to the negative pledge set forth in Section 3.04 of the Security Agreement and are excluded from the grant of the security interest thereunder.

The Grantors own additional unregistered copyrights in various works created in the ordinary course of business. Such unregistered copyrights are included in the definition of "General Intangibles" under the Security Agreement and are subject to the security interest granted thereunder.

Schedule 16(a) — Existing UCC Filings

The following is a summary of the existing UCC financing statement filings against the Grantors as disclosed by the UCC lien searches conducted by Penrose Software, a Vireo Enterprises business, as of April 21, 2023. All filings listed below were made by Harborview Lending Group, LLC in connection with the Existing ABL Facility and are to be terminated upon repayment in full of the payoff amount of $112,450,000 as described in Section 16(a) of the Perfection Certificate.

Additional Filings (Purchase Money):

The Payoff Letter from Harborview Lending Group, LLC provides that UCC-3 termination statements for each of the filings listed in items 1 through 5 above will be delivered to the Collateral Agent (or filed directly with the applicable Secretary of State) within three (3) business days of Harborview Lending Group, LLC's receipt of the payoff amount in full. Copies of the executed Payoff Letter and draft UCC-3 termination statements have been delivered to counsel for the Collateral Agent.

The filing listed in item 6 above (Dunmore & Co.) relates to a purchase money security interest in specific equipment and constitutes a Permitted Lien under the Credit Agreement. No UCC-3 termination statement is being filed with respect to such filing.

[End of Schedules to Perfection Certificate]

No.	Grantor — Exact Legal Name
1	Cascade Retail Holdings Inc.
2	Cascade Retail Operating Company LLC
3	Cascade Digital Commerce Inc.
4	Cascade Outlet Stores LLC
5	Cascade Fulfillment Services Inc.
No.	Grantor	Prior Legal Names (if any)	Trade Names / DBA Names / Other Names
1	Cascade Retail Holdings Inc.	None	"Cascade Retail"; "CRH"; Nasdaq ticker symbol: CRHI
2	Cascade Retail Operating Company LLC	None	"CROC"
3	Cascade Digital Commerce Inc.	None	"Cascade Digital"; "CDC"
4	Cascade Outlet Stores LLC	None	"Cascade Outlets"; "COS"
5	Cascade Fulfillment Services Inc.	None	"CFS"
No.	Grantor	Type of Organization	Jurisdiction of Organization	State Org. ID No.	Federal EIN
1	Cascade Retail Holdings Inc.	Corporation	Delaware	4538271	91-1847263
2	Cascade Retail Operating Company LLC	Limited Liability Company	Delaware	5612094	83-2951047
3	Cascade Digital Commerce Inc.	Corporation	Delaware	6043718	84-3720158
4	Cascade Outlet Stores LLC	Limited Liability Company	Washington	604-291-837	91-2034671
5	Cascade Fulfillment Services Inc.	Corporation	Delaware	6127453	84-5291836
No.	Grantor	Chief Executive Office / Principal Place of Business
1	Cascade Retail Holdings Inc.	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
2	Cascade Retail Operating Company LLC	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
3	Cascade Digital Commerce Inc.	500 Fremont Street, Suite 200, Portland, OR 97209
4	Cascade Outlet Stores LLC	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
5	Cascade Fulfillment Services Inc.	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
No.	Grantor	Jurisdiction of Organization	Registered Agent	Registered Agent Address

1	Cascade Retail Holdings Inc.	Delaware	Northwest Registered Agents, Inc.	1209 Orange Street, Wilmington, DE 19801
2	Cascade Retail Operating Company LLC	Delaware	Northwest Registered Agents, Inc.	1209 Orange Street, Wilmington, DE 19801
3	Cascade Digital Commerce Inc.	Delaware	Northwest Registered Agents, Inc.	1209 Orange Street, Wilmington, DE 19801
4	Cascade Outlet Stores LLC	Washington	Northwest Registered Agents, Inc.	1005 East Trent Avenue, Suite 200, Spokane, WA 99202
5	Cascade Fulfillment Services Inc.	Delaware	Northwest Registered Agents, Inc.	1209 Orange Street, Wilmington, DE 19801
No.	Grantor	Location Address	Description	Owned / Leased
1	Cascade Fulfillment Services Inc.	18700 72nd Avenue South, Kent, WA 98032	Distribution Center ("Kent DC") — approximately 425,000 sq. ft. warehouse and fulfillment facility	Leased
2	Cascade Fulfillment Services Inc.	4500 Logistics Parkway, Reno, NV 89506	Distribution Center ("Reno DC") — approximately 310,000 sq. ft. warehouse and fulfillment facility	Leased
3	Cascade Fulfillment Services Inc.	7200 Alum Creek Drive, Columbus, OH 43217	Distribution Center ("Columbus DC") — approximately 280,000 sq. ft. warehouse and fulfillment facility	Leased
4	Cascade Retail Operating Company LLC	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121	Corporate headquarters — limited inventory consisting of product samples, display merchandise, and promotional materials	Leased
5	Cascade Outlet Stores LLC	See Schedule 6(a) attached hereto	Sixty-four (64) retail outlet store locations	All Leased
6	Cascade Digital Commerce Inc.	500 Fremont Street, Suite 200, Portland, OR 97209	E-commerce office — no material inventory maintained at this location	Leased
No.	Grantor	Location Address	Description of Equipment
1	Cascade Fulfillment Services Inc.	18700 72nd Avenue South, Kent, WA 98032 (Kent DC)	Warehouse equipment, automated conveyor systems, sorting machinery, forklifts (approx. 35 units), pallet racking systems, packaging equipment, barcode scanners and label printers, dock levelers and loading dock equipment
2	Cascade Fulfillment Services Inc.	4500 Logistics Parkway, Reno, NV 89506 (Reno DC)	Warehouse equipment, conveyor systems, forklifts (approx. 22 units), pallet racking systems, packaging equipment, barcode scanners and label printers, dock levelers and loading dock equipment
3	Cascade Fulfillment Services Inc.	7200 Alum Creek Drive, Columbus, OH 43217 (Columbus DC)	Warehouse equipment, conveyor systems, forklifts (approx. 18 units), pallet racking systems, packaging equipment, barcode scanners and label printers, dock levelers and loading dock equipment
4	Cascade Outlet Stores LLC	64 retail outlet locations (see Schedule 6(a))	Point-of-sale terminal systems, cash registers, display fixtures, shelving, signage, and security systems at each retail location
5	Cascade Retail Operating Company LLC	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121	Office furniture, computer equipment, telecommunications equipment, IT infrastructure (servers, network equipment), copiers, and related office equipment
6	Cascade Digital Commerce Inc.	500 Fremont Street, Suite 200, Portland, OR 97209	Office furniture, computer equipment, servers, network and IT infrastructure, telecommunications equipment, and related office equipment
7	Cascade Retail Holdings Inc.	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121	Limited office equipment co-located at corporate headquarters
No.	Grantor	Third Party	Third Party Address	Description of Goods
1	Cascade Retail Operating Company LLC	Ridgeline Logistics, Inc.	9000 NW St. Helens Road, Portland, OR 97231	Overflow seasonal inventory (approximately $4,200,000 at cost); warehouse services agreement dated January 15, 2022
2	Cascade Digital Commerce Inc.	ShipRight Third-Party Logistics LLC	1250 Distribution Boulevard, Hebron, KY 41048	E-commerce returns processing inventory (approximately $1,800,000 at cost); third-party logistics agreement dated September 1, 2022
No.	Grantor	Location of Books and Records
1	Cascade Retail Holdings Inc.	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121

2	Cascade Retail Operating Company LLC	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
3	Cascade Digital Commerce Inc.	500 Fremont Street, Suite 200, Portland, OR 97209
4	Cascade Outlet Stores LLC	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
5	Cascade Fulfillment Services Inc.	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
No.	Grantor	Depository Institution and Address	Account Type	DACA Status
1	Cascade Retail Holdings Inc.	Meridian Trust Company, N.A., 1001 Fourth Avenue, Suite 500, Seattle, WA 98154	Operating Account	DACA executed and delivered as of the date hereof
2	Cascade Retail Holdings Inc.	Crescent Harbor Bank, N.A., 780 Park Avenue, 30th Floor, New York, NY 10021	Concentration Account	DACA executed and delivered as of the date hereof
3	Cascade Retail Operating Company LLC	Crescent Harbor Bank, N.A., 780 Park Avenue, 30th Floor, New York, NY 10021	Collections Account	DACA executed and delivered as of the date hereof
4	Cascade Digital Commerce Inc.	Northgate Capital Bank, 400 Lexington Avenue, 18th Floor, New York, NY 10170	Collections Account	DACA executed and delivered as of the date hereof
No.	Grantor	Domain Name(s)
1	Cascade Retail Holdings Inc.	cascaderetailholdings.com; cascaderetail.com
2	Cascade Retail Operating Company LLC	cascaderetailoperating.com
3	Cascade Digital Commerce Inc.	cascadedigitalcommerce.com; shopcascade.com; cascadeshop.com
4	Cascade Outlet Stores LLC	cascadeoutlets.com; cascadeoutletstores.com
5	Cascade Fulfillment Services Inc.	cascadefulfillment.com
No.	Grantor	Issuing Bank	Letter of Credit No.	Beneficiary	Face Amount	Expiration Date
1	Cascade Retail Operating Company LLC	Harborview Lending Group, LLC	SBLC-2022-04871	Various — trade standby in favor of Northwind Apparel Group, Inc.	$3,500,000	June 30, 2023
No.	Owner	Subsidiary	Type of Interest	Percentage Owned	Certificated (Y/N)	Certificate No.
1	Cascade Retail Holdings Inc.	Cascade Retail Operating Company LLC	100% membership interests	100%	N (LLC interest)	N/A
2	Cascade Retail Operating Company LLC	Cascade Digital Commerce Inc.	Common stock	100%	Y	CS-001
3	Cascade Retail Operating Company LLC	Cascade Outlet Stores LLC	100% membership interests	100%	N (LLC interest)	N/A
4	Cascade Retail Operating Company LLC	Cascade Fulfillment Services Inc.	Common stock	100%	Y	FS-001
5	Cascade Retail Operating Company LLC	Cascade Retail Canada ULC	Common shares	100% (65% of voting interests pledged)	Y	CAN-001
No.	Grantor	Filing Jurisdiction	Filing Office	UCC-1 Filing No.
1	Cascade Retail Holdings Inc.	Delaware	Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901	2023-1947291

2	Cascade Retail Operating Company LLC	Delaware	Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901	2023-1947283
3	Cascade Digital Commerce Inc.	Delaware	Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901	To be filed on or prior to the Closing Date
4	Cascade Outlet Stores LLC	Washington	Washington Secretary of State, Corporations and Charities Division, 801 Capitol Way South, Olympia, WA 98504	2023-204-8176
5	Cascade Fulfillment Services Inc.	Delaware	Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901	To be filed on or prior to the Closing Date
No.	Debtor	Secured Party	Filing Jurisdiction	Filing No.	Date Filed	Collateral Description
1	Cascade Retail Holdings Inc.	Harborview Lending Group, LLC	Delaware	2019-4281537	October 15, 2019	All assets
2	Cascade Retail Operating Company LLC	Harborview Lending Group, LLC	Delaware	2019-4281545	October 15, 2019	All assets
3	Cascade Outlet Stores LLC	Harborview Lending Group, LLC	Washington	2019-312-9084	October 15, 2019	All assets
4	Cascade Digital Commerce Inc.	Harborview Lending Group, LLC	Delaware	2019-4281552	October 15, 2019	All assets
5	Cascade Fulfillment Services Inc.	Harborview Lending Group, LLC	Delaware	2019-4281561	October 15, 2019	All assets
No.	Grantor	Federal EIN
1	Cascade Retail Holdings Inc.	91-1847263
2	Cascade Retail Operating Company LLC	83-2951047
3	Cascade Digital Commerce Inc.	84-3720158
4	Cascade Outlet Stores LLC	91-2034671
5	Cascade Fulfillment Services Inc.	84-5291836
No.	Grantor	Depository Institution	Account Type	Account Number
1	Cascade Retail Holdings Inc.	Meridian Trust Company, N.A.	Operating Account	[Redacted — See Confidential Schedule]
2	Cascade Retail Holdings Inc.	Crescent Harbor Bank, N.A.	Concentration Account	[Redacted — See Confidential Schedule]
3	Cascade Retail Operating Company LLC	Crescent Harbor Bank, N.A.	Collections Account	[Redacted — See Confidential Schedule]
4	Cascade Digital Commerce Inc.	Northgate Capital Bank	Collections Account	[Redacted — See Confidential Schedule]
No.	Owner	Mark	U.S. Registration No.	Registration Date	Class(es)	Status
1	Cascade Retail Holdings Inc.	CASCADE RETAIL (and design)	4,872,351	February 9, 2016	25, 35	Registered; Live
2	Cascade Retail Holdings Inc.	CASCADE (stylized word mark)	4,651,093	December 2, 2014	25, 35	Registered; Live
3	Cascade Retail Holdings Inc.	CRH (stylized word mark)	5,240,718	July 18, 2017	35	Registered; Live

4	Cascade Outlet Stores LLC	CASCADE OUTLETS	5,103,487	December 13, 2016	35	Registered; Live
5	Cascade Digital Commerce Inc.	CASCADE DIGITAL	5,419,226	March 20, 2018	35, 42	Registered; Live
6	Cascade Retail Operating Company LLC	CASCADE LIFESTYLE (and design)	5,617,294	January 15, 2019	25	Registered; Live
7	Cascade Retail Operating Company LLC	CASCADE ESSENTIALS	5,891,043	October 27, 2020	25	Registered; Live
8	Cascade Retail Operating Company LLC	CASCADE HOME	6,102,375	April 6, 2021	20, 21, 24	Registered; Live
No.	Owner	Title of Work	Registration No.	Registration Date	Type of Work
1	Cascade Digital Commerce Inc.	Cascade E-Commerce Platform Source Code (v3.0)	TX 8-912-451	June 22, 2021	Computer software
2	Cascade Retail Operating Company LLC	Cascade Retail 2022 Product Catalog	VA 2-194-307	January 10, 2022	Visual arts
3	Cascade Retail Operating Company LLC	Cascade Retail Brand Identity Guide	TX 9-041-228	March 15, 2022	Literary work
No.	Debtor	Secured Party	Filing Jurisdiction	Filing Office	Filing No.	Date Filed	Collateral Description	Status
1	Cascade Retail Holdings Inc.	Harborview Lending Group, LLC	Delaware	Delaware Secretary of State	2019-4281537	October 15, 2019	All assets of Debtor, whether now owned or hereafter acquired	Active — to be terminated via UCC-3
2	Cascade Retail Operating Company LLC	Harborview Lending Group, LLC	Delaware	Delaware Secretary of State	2019-4281545	October 15, 2019	All assets of Debtor, whether now owned or hereafter acquired	Active — to be terminated via UCC-3
3	Cascade Outlet Stores LLC	Harborview Lending Group, LLC	Washington	Washington Secretary of State	2019-312-9084	October 15, 2019	All assets of Debtor, whether now owned or hereafter acquired	Active — to be terminated via UCC-3
4	Cascade Digital Commerce Inc.	Harborview Lending Group, LLC	Delaware	Delaware Secretary of State	2019-4281552	October 15, 2019	All assets of Debtor, whether now owned or hereafter acquired	Active — to be terminated via UCC-3
5	Cascade Fulfillment Services Inc.	Harborview Lending Group, LLC	Delaware	Delaware Secretary of State	2019-4281561	October 15, 2019	All assets of Debtor, whether now owned or hereafter acquired	Active — to be terminated via UCC-3
No.	Debtor	Secured Party	Filing Jurisdiction	Filing Office	Filing No.	Date Filed	Collateral Description	Status
6	Cascade Fulfillment Services Inc.	Dunmore & Co.	Delaware	Delaware Secretary of State	2021-3097184	March 22, 2021	Specific forklift equipment (see schedule attached to filing)	Active — Permitted Lien

PERFECTION CERTIFICATE
Dated as of May 4, 2023
CONFIDENTIAL
This PERFECTION CERTIFICATE (this "Certificate") is delivered pursuant to Section 5.01(b) of that certain Security Agreement dated as of May 4, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation, Cascade Retail Operating Company LLC, a Delaware limited liability company, Cascade Digital Commerce Inc., a Delaware corporation, Cascade Outlet Stores LLC, a Washington limited liability company, and Cascade Fulfillment Services Inc., a Delaware corporation (each individually a "Grantor" and collectively, the "Grantors"), and Crescent Harbor Bank, N.A., a national banking association, in its capacity as Collateral Agent for the Secured Parties (in such capacity, together with its successors and assigns, the "Collateral Agent").
Reference is made to that certain Credit Agreement dated as of May 4, 2023 (effective as of May 19, 2023) (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Cascade Retail Holdings Inc. and Cascade Retail Operating Company LLC, as Borrowers (collectively, the "Borrowers"), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement or, if not defined therein, in the Credit Agreement. In the event of any conflict between the definitions set forth in the Security Agreement and those set forth in the Credit Agreement, the definitions in the Security Agreement shall control for purposes of this Certificate.
The undersigned authorized officers of each Grantor hereby certify to the Collateral Agent and the Secured Parties as follows:
Section 1: Exact Legal Names
Set forth below is the exact legal name of each Grantor as such name appears on the public organic record in such Grantor's jurisdiction of organization. Each name set forth below is the name that has been verified against the applicable records maintained by the Secretary of State (or equivalent filing office) in each Grantor's jurisdiction of organization and is the name under which UCC-1 financing statements are to be, or have been, filed against each such Grantor:
Each Grantor represents and warrants that its exact legal name set forth above is the name as it appears on such Grantor's certificate of incorporation, certificate of formation, articles of organization, or other equivalent organizational document filed with the applicable governmental authority in its jurisdiction of organization, as applicable.
Section 2: Prior Legal Names, Trade Names, and Other Names
Set forth below are all prior legal names, trade names, assumed names, fictitious business names, "doing business as" names, and any other names (including former corporate or entity names) under which each Grantor has conducted business, been known, or filed any public document at any time during the five (5) year period preceding the date hereof. Each Grantor represents and warrants that, except as set forth in the table below, it has not used or been known by any other name during such period.
No Grantor has changed its legal name at any time during the five (5) year period preceding the date hereof. With respect to Cascade Retail Holdings Inc., the Nasdaq ticker symbol "CRHI" is used in connection with the trading of its common stock on The Nasdaq Global Select Market and is referenced herein for completeness; such ticker symbol does not constitute a separate trade name or assumed business name filing.
Each Grantor represents and warrants that, except as set forth above, it has not operated under any trade name, fictitious business name, assumed name, or other designation during the five (5) year period preceding the date hereof. To the extent any trade name or assumed name set forth above has been used, appropriate assumed name or fictitious business name filings have been made in the applicable jurisdictions, as required by applicable law.
Section 3: Type of Organization, Jurisdiction of Organization, and Organizational Identification Numbers
Set forth below is the type of organization, jurisdiction of organization, state organizational identification number (as assigned by the applicable Secretary of State or equivalent filing office), and Federal Employer Identification Number ("EIN") for each Grantor:
Each Grantor confirms that its jurisdiction of organization is a jurisdiction of the United States of America and that its organizational identification number has been assigned by the filing office of such jurisdiction. No Grantor is a "transmitting utility" as defined in Article 9 of the Uniform Commercial Code as in effect in its jurisdiction of organization.
Each Grantor represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and is duly qualified and authorized to do business and is in good standing in each other jurisdiction in which the character or location of its assets or the nature of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
Section 4: Chief Executive Offices and Principal Places of Business
Set forth below is the address of the chief executive office and principal place of business of each Grantor as of the date hereof. The chief executive office is the location from which each Grantor manages the main part of its business operations and affairs:
Each Grantor represents and warrants that it has maintained its chief executive office and principal place of business at the address set forth above for at least the four (4) month period immediately preceding the date hereof. No Grantor has changed its chief executive office or principal place of business at any time during such four-month period.
In addition to the chief executive offices and principal places of business set forth above, the Grantors maintain certain other business locations (including distribution centers, retail outlet stores, and satellite offices) as more particularly described in Section 6 of this Certificate. The mailing address for general business correspondence directed to any Grantor (other than Cascade Digital Commerce Inc.) is 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121. The mailing address for general business correspondence directed to Cascade Digital Commerce Inc. is 500 Fremont Street, Suite 200, Portland, OR 97209.
Section 5: Registered Agent Information
Set forth below is the name and address of the registered agent for service of process designated by each Grantor in its jurisdiction of organization:
Each Grantor represents and warrants that its registered agent designation is current and effective in its jurisdiction of organization as of the date hereof and that it has not received any notice of resignation or other termination of any such registered agent appointment.
Section 6: Locations of Inventory and Equipment
6(a): Inventory Locations
Set forth below are all locations where inventory of any Grantor is kept, stored, or otherwise maintained as of the date hereof, other than inventory in transit via common carrier. Each location has been identified by address, description, and whether the premises are owned or leased by the applicable Grantor:
With respect to the three (3) distribution center locations operated by Cascade Fulfillment Services Inc. (the Kent DC, Reno DC, and Columbus DC), inventory stored at such locations includes, without limitation, finished goods, work-in-process, raw materials, packaging and shipping supplies, and returned merchandise held for inspection and restocking.
With respect to the sixty-four (64) retail outlet store locations operated by Cascade Outlet Stores LLC, inventory at such locations consists of finished goods held for sale to consumers in the ordinary course of business. The full list of addresses for all sixty-four (64) outlet store locations is set forth on Schedule 6(a) attached hereto and incorporated herein by reference.
In-Transit Inventory. In the ordinary course of business, inventory of the Grantors is shipped via common carrier (including, without limitation, Harborline Partners LLC, Westvale Holdings, and various less-than-truckload and full-truckload carriers) and may be in transit between distribution centers, third-party warehouses, retail outlet store locations, wholesale customers, and e-commerce customers at any given time. Such in-transit inventory is not maintained at a fixed location and accordingly is not identified by address in this Section 6(a).
6(b): Equipment Locations
Set forth below are all locations where material equipment (including, without limitation, machinery, furniture, fixtures, tools, vehicles, and other tangible personal property constituting equipment under Article 9 of the Uniform Commercial Code) of any Grantor is kept or maintained as of the date hereof:
None of the locations at which material equipment is maintained is owned by any Grantor; all such locations are leased. Copies of the applicable lease agreements for the three distribution center locations, the corporate headquarters, and the Portland office have been delivered to the Collateral Agent or its counsel.
6(c): Goods in Possession of Third Parties
Set forth below is a description of inventory and equipment of any Grantor that is in the possession of any bailee, warehouseman, consignee, processor, or other third party as of the date hereof:
Other than as set forth above, no Grantor has any inventory or material equipment in the possession of any bailee, warehouseman, consignee, processor, or other third party. To the extent required under Section 4.04 of the Security Agreement, the applicable Grantors will use commercially reasonable efforts to cause each such third party to execute and deliver a bailee acknowledgment or warehouseman's waiver in form and substance reasonably satisfactory to the Collateral Agent within sixty (60) days following the Closing Date.
Section 7: Location of Books and Records
Set forth below is the address at which each Grantor maintains its books and records (including, without limitation, records relating to accounts receivable, contract rights, instruments, chattel paper, general intangibles, and all other Collateral):
Each Grantor represents and warrants that the address set forth above is the sole location at which it maintains its primary books and records. Certain electronic records and data are maintained on cloud-based servers hosted by Crestline Systems and Ridgeway Industries; however, access to and control over such records is administered exclusively from the physical office locations set forth above.
In addition, each Grantor maintains certain backup copies of its electronic books and records at a secure off-site data storage facility operated by Ashford Enterprises, located in the greater Seattle, Washington metropolitan area, for disaster recovery and business continuity purposes. Such backup copies are supplemental in nature and do not constitute the primary location of any Grantor's books and records.
Section 8: Deposit Accounts
Set forth below are all deposit accounts maintained by each Grantor as of the date hereof, including the depository institution, account type, and status of any Deposit Account Control Agreement ("DACA") required to be delivered pursuant to Section 4.02 of the Security Agreement. For confidentiality and security purposes, the full account numbers for each deposit account are set forth on Schedule 8 attached hereto and incorporated herein by reference, which Schedule is marked "Confidential" and delivered under separate cover.
Total deposit accounts: Four (4) deposit accounts are maintained by the Grantors as of the date hereof, each of which is subject to a duly executed Deposit Account Control Agreement in favor of the Collateral Agent, for the benefit of the Secured Parties. Copies of each executed DACA have been delivered to counsel for the Collateral Agent.
No Grantor maintains any other deposit account at any depository institution other than those set forth above. Each Grantor agrees to notify the Collateral Agent and to execute and deliver (or cause to be executed and delivered) a DACA with respect to any deposit account opened after the date hereof, as required by Section 6.13 of the Credit Agreement.
Section 9: Accounts Receivable
9(a): Nature of Accounts
Set forth below is a description of the types of accounts receivable generated by the Grantors in the ordinary course of their respective businesses:
(i) Wholesale and Trade Receivables. Cascade Retail Operating Company LLC ("CROC") generates accounts receivable from the sale of merchandise on credit terms to department store customers, specialty retail accounts, and other wholesale distribution channels. Payment terms for such accounts generally range from net thirty (30) to net sixty (60) days from the date of invoice. CROC's principal wholesale customers include major U.S. department store operators and national specialty retailers.
(ii) E-Commerce Receivables. Cascade Digital Commerce Inc. ("CDC") generates accounts receivable from the sale of merchandise through the Grantors' proprietary e-commerce websites and third-party online marketplace platforms. Such receivables consist principally of credit card processor receivables (amounts owing from credit card processors, including Visa, Hollowell Partners LLC, Pinnacle Partners LLC, and Ashford Corporation) and accounts receivable from third-party marketplace operators. Payment terms for credit card processor receivables are generally settled within two (2) to five (5) business days from the date of sale.
(iii) Outlet Retail Receivables. Cascade Outlet Stores LLC ("COS") generates accounts receivable from the sale of merchandise at its sixty-four (64) retail outlet store locations. Such receivables consist primarily of credit card processor receivables arising from point-of-sale transactions at each retail location. Payment terms are consistent with industry standard credit card settlement practices, generally within two (2) to five (5) business days.
(iv) Intercompany Receivables. In the ordinary course of their respective businesses, the Grantors maintain intercompany receivables and payables among themselves. Such intercompany receivables have been identified, are tracked separately in each Grantor's books and records, and are excluded from the definition of "Eligible Receivables" under the Credit Agreement.
9(b): Eligible Receivables at Closing
As of the Closing Date, the aggregate amount of Eligible Receivables (as defined in the Credit Agreement) of the Borrowers and Guarantors, as determined in accordance with the Borrowing Base Certificate delivered on the date hereof and verified by the field examination report of Ridgeline Asset Advisors LLC dated March 31, 2023 (the "Field Examination Report"), is as follows:
Eligible Receivables (as of the Closing Date): $187,000,000
The foregoing amount is subject to adjustment based on the eligibility criteria, reserves, and concentration limits set forth in the definition of "Borrowing Base" in the Credit Agreement and has been calculated in accordance with the methodology described in the Field Examination Report. The Collateral Agent and the Lenders are entitled to rely on the Field Examination Report and the Borrowing Base Certificate in connection with the initial extensions of credit under the Credit Agreement.
Section 10: Intellectual Property
10(a): Patents.  As of the date hereof, no Grantor owns or holds any issued patents or pending patent applications filed with the United States Patent and Trademark Office ("USPTO") or any foreign patent office. No Grantor has filed any provisional patent applications that remain pending.
To the extent any Grantor acquires or files any patent or patent application after the date hereof, such Grantor shall promptly notify the Collateral Agent and shall comply with the provisions of Section 4.06 of the Security Agreement with respect thereto.
10(b): Trademarks.  Set forth on Schedule 10(b) attached hereto and incorporated herein by reference is a complete list of all trademarks, service marks, trade dress, and trademark applications that are registered with the USPTO or any state trademark or service mark office, in each case owned by any Grantor as of the date hereof. The information set forth on Schedule 10(b) includes, for each such mark, the registration or application number, the registration or filing date, the applicable class(es) of goods or services, and the name of the registered owner.
Material trademarks owned by the Grantors include, without limitation:
•  "CASCADE RETAIL" (and design) — U.S. Reg. No. 4,872,351
•  "CASCADE OUTLETS" — U.S. Reg. No. 5,103,487
•  "CASCADE DIGITAL" — U.S. Reg. No. 5,419,226
•  "CASCADE" (stylized word mark) — U.S. Reg. No. 4,651,093
•  "CRH" (stylized word mark) — U.S. Reg. No. 5,240,718
Additional registered trademarks and pending applications are set forth in full on Schedule 10(b).
10(c): Copyrights.  Set forth on Schedule 10(c) attached hereto and incorporated herein by reference is a complete list of all copyrights that are registered with the United States Copyright Office, in each case owned by any Grantor as of the date hereof. The information set forth on Schedule 10(c) includes, for each such copyright, the registration number, the date of registration, the title of the work, and the name of the registered author and claimant.
Material copyrights owned by the Grantors include copyrights in website content, product catalogs, marketing materials, proprietary software code, and employee training materials, all as more particularly described on Schedule 10(c).
10(d): Domain Names
Set forth below are the material internet domain names owned by each Grantor as of the date hereof:
The domain names set forth above are registered through Severin Systems or Kestrel Holdings as the applicable domain name registrar, in each case in the name of the Grantor identified above.
10(e): Licenses.  Set forth below is a description of all material inbound and outbound intellectual property licenses to which any Grantor is a party as of the date hereof:
Inbound Licenses:
(i) Software License Agreement dated March 1, 2021, between Cascade Retail Operating Company LLC (as licensee) and Ashford Holdings (as licensor), pursuant to which CROC is licensed to use certain enterprise resource planning (ERP) and supply chain management software. The license is non-exclusive, non-transferable, and terminable upon ninety (90) days' prior written notice by either party.
(ii) Software-as-a-Service Agreement dated August 15, 2022, between Cascade Digital Commerce Inc. (as subscriber) and Larkspur Solutions (as provider), pursuant to which CDC utilizes certain customer relationship management (CRM) and marketing automation tools. The subscription term expires August 14, 2025, subject to annual renewal.
(iii) Trademark License Agreement dated January 10, 2020, between Cascade Retail Operating Company LLC (as licensee) and Northwind Apparel Group, Inc. (as licensor), pursuant to which CROC is licensed to manufacture, distribute, and sell certain apparel products bearing the "Northwind" brand name and trademarks in the United States and Canada. The license is exclusive within the licensed territory, with a current term expiring December 31, 2025, subject to two (2) successive one (1) year renewal options.
Outbound Licenses:
(i) Trademark License Agreement dated June 1, 2021, between Cascade Retail Operating Company LLC (as licensor) and Cascade Retail Canada ULC (as licensee), pursuant to which CROC licenses certain "CASCADE" trademarks and trade names to Cascade Retail Canada ULC for use in connection with the marketing and sale of merchandise in Canada. The license is non-exclusive and royalty-bearing, with a current term expiring May 31, 2026.
Other than as set forth above, no Grantor is a party to any material inbound or outbound intellectual property license, franchise agreement, or similar arrangement.
Negative Pledge. Each Grantor acknowledges and confirms that, pursuant to Section 3.04 of the Security Agreement, all registered intellectual property (including all patents, trademarks, service marks, and copyrights registered with the USPTO or the United States Copyright Office, as applicable) is excluded from the grant of the security interest set forth in the Security Agreement. Notwithstanding such exclusion, each Grantor has agreed to a negative pledge with respect to all such registered intellectual property, and no Grantor shall sell, assign, transfer, encumber, or otherwise dispose of any such registered intellectual property, or permit any lien to exist thereon (other than Permitted Liens), without the prior written consent of the Collateral Agent.
Section 11: Commercial Tort Claims
As of the date hereof, no Grantor has any pending commercial tort claim (as defined in Article 9 of the Uniform Commercial Code) in which the amount in controversy exceeds $500,000 (individually or in the aggregate with related claims). No Grantor has filed or asserted, or has had filed or asserted against it, any claim in a judicial, arbitral, or administrative proceeding that would constitute a commercial tort claim with an amount in controversy exceeding the threshold set forth above.
Each Grantor acknowledges its obligation under Section 6.15 of the Credit Agreement and Section 4.07 of the Security Agreement to promptly notify the Collateral Agent in writing upon the filing or assertion of any commercial tort claim by or on behalf of any Grantor in which the amount in controversy exceeds $500,000, and to execute and deliver such documents and take such actions as may be necessary or reasonably requested by the Collateral Agent to grant a perfected security interest therein.
Section 12: Letter-of-Credit Rights
As of the date hereof, the letter-of-credit rights held by the Grantors are as follows:
The letter of credit identified above was issued under the existing revolving ABL facility with Harborview Lending Group, LLC, which is being refinanced in connection with the Credit Agreement. Upon the Closing Date, the foregoing standby letter of credit will be either (a) cash collateralized, (b) backstopped by the issuance of a replacement letter of credit under the Credit Agreement, or (c) terminated, in each case in accordance with the terms of the payoff letter delivered by Harborview Lending Group, LLC.
Other than as set forth above, no Grantor is the beneficiary of, or otherwise holds any rights in, any letter of credit issued by any financial institution.
Section 13: Chattel Paper and Instruments
As of the date hereof, no Grantor is in possession of any tangible chattel paper (as defined in Section 9-102(a)(79) of the Uniform Commercial Code) or any instruments (as defined in Section 9-102(a)(47) of the Uniform Commercial Code), except as follows:
(i) Cascade Retail Operating Company LLC holds certain promissory notes evidencing intercompany loans extended to Cascade Retail Canada ULC in the aggregate original principal amount of $8,750,000. Such promissory notes are maintained at the corporate headquarters at 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121, and have been identified and segregated. Because such notes evidence intercompany obligations of a foreign subsidiary, they are not required to be delivered to the Collateral Agent under the terms of the Security Agreement, but are subject to a negative pledge.
Other than as set forth above, no Grantor is in possession of any tangible chattel paper, electronic chattel paper, or instruments. Each Grantor acknowledges its obligation under Section 4.03 of the Security Agreement to deliver to the Collateral Agent any tangible chattel paper or instruments with a face amount in excess of $250,000 that are acquired after the date hereof, if such delivery is required for perfection of the Collateral Agent's security interest therein.
Section 14: Equity Interests Owned
Set forth below are all equity interests in subsidiaries and other entities owned by each Grantor as of the date hereof. The equity interests described below are pledged (or, in the case of equity interests in foreign subsidiaries, partially pledged) pursuant to the terms of the Pledge Agreement dated as of May 4, 2023 (the "Pledge Agreement"), among the Grantors and the Collateral Agent:
With respect to the equity interests that are certificated (items 2, 4, and 5 above), the original stock certificates, together with duly executed, undated stock powers endorsed in blank, have been delivered to the Collateral Agent on or prior to the date hereof in accordance with Section 2.02 of the Pledge Agreement.
With respect to the equity interests that are uncertificated (items 1 and 3 above), the applicable Grantors have taken all steps necessary to perfect the Collateral Agent's security interest therein, including the registration of the pledge on the books and records of the applicable issuer and the delivery to the Collateral Agent of an acknowledgment of such registration, in each case in accordance with Section 2.03 of the Pledge Agreement and Section 8-301(b) of the Uniform Commercial Code.
Foreign Subsidiary Limitation. Cascade Retail Canada ULC is an unlimited liability company organized under the laws of the Province of British Columbia, Canada, and constitutes a "Foreign Subsidiary" as defined in the Credit Agreement. Pursuant to Section 2.01(b) of the Pledge Agreement and Section 6.12 of the Credit Agreement, only sixty-five percent (65%) of the total outstanding voting equity interests in Cascade Retail Canada ULC are required to be pledged to the Collateral Agent. Accordingly, Cascade Retail Operating Company LLC has pledged 65% of the common shares of Cascade Retail Canada ULC, representing 65% of the total outstanding voting equity interests therein. The remaining 35% of the common shares of Cascade Retail Canada ULC are not pledged and are excluded from the Collateral. This limitation is consistent with the customary practice of limiting pledges of foreign subsidiary equity to 65% of voting stock in order to avoid adverse U.S. federal income tax consequences under Section 956 of the Internal Revenue Code of 1986, as amended.
Section 15: UCC Filing Jurisdictions
Set forth below are the jurisdictions in which UCC-1 financing statements have been or will be filed against each Grantor to perfect the Collateral Agent's security interest in the Collateral. Pursuant to Section 9-301(1) of the Uniform Commercial Code, the filing jurisdiction for each Grantor is determined by reference to such Grantor's jurisdiction of organization (i.e., the jurisdiction under whose law such Grantor is organized):
The UCC-1 financing statements referenced above name the applicable Grantor as debtor and the Collateral Agent as secured party. Each such financing statement describes the Collateral in a manner consistent with the grant of security interest set forth in Section 2.01 of the Security Agreement, or alternatively, describes the Collateral as "all assets" of the applicable Grantor (to the extent permitted under applicable law and consistent with the Security Agreement).
With respect to the filings designated "To be filed on or prior to the Closing Date," the Grantors' counsel, Whitfield & Raines LLP, has been instructed to file such UCC-1 financing statements with the applicable Secretary of State on or before the Closing Date (May 19, 2023), and will deliver file-stamped copies or confirmation of filing to the Collateral Agent promptly upon receipt.
Section 16: Existing Liens and UCC Filings
16(a): Existing UCC Filings Against Grantors
Set forth on Schedule 16(a) attached hereto and incorporated herein by reference are the results of UCC lien searches conducted against each Grantor in its respective jurisdiction of organization and in each jurisdiction in which such Grantor maintains a chief executive office or principal place of business. Such searches were conducted by Penrose Software, a Vireo Enterprises business, as of April 21, 2023, and copies of the full search reports have been delivered to counsel for the Collateral Agent.
The UCC lien searches revealed the following existing UCC financing statement filings against the Grantors:
The foregoing UCC filings were made by Harborview Lending Group, LLC in connection with that certain Amended and Restated Revolving Credit and Security Agreement dated as of October 15, 2019 (as amended), providing for a $175,000,000 revolving asset-based lending facility (the "Existing ABL Facility"). The Existing ABL Facility is being refinanced and repaid in full in connection with the closing of the transactions contemplated by the Credit Agreement.
Pursuant to the payoff letter dated May 2, 2023 (the "Payoff Letter"), issued by Harborview Lending Group, LLC, the aggregate payoff amount required to fully discharge all obligations under the Existing ABL Facility is $112,450,000 (inclusive of principal, accrued and unpaid interest, and fees through and including the Closing Date), plus per diem interest of $24,711.11 for each day after May 4, 2023 through the date of repayment. Upon receipt by Harborview Lending Group, LLC of the payoff amount in full, Harborview Lending Group, LLC has agreed (as set forth in the Payoff Letter) to (i) deliver duly executed UCC-3 termination statements terminating each of the UCC financing statements set forth above, (ii) release all liens and security interests securing the Existing ABL Facility, and (iii) deliver such other termination statements, lien releases, and instruments as may be reasonably requested by the Collateral Agent.
The Borrowers have arranged for the payoff amount to be funded from the initial borrowings under the Credit Agreement on the Closing Date, and copies of the wire transfer instructions and the Payoff Letter have been delivered to the Collateral Agent and its counsel. It shall be a condition precedent to the effectiveness of the Credit Agreement and the initial extensions of credit thereunder that (a) the payoff amount has been paid in full and (b) UCC-3 termination statements have been filed (or delivered to the Collateral Agent or its counsel for filing) with respect to all of the foregoing UCC financing statements.
16(b): Existing Liens Permitted Under the Credit Agreement
Other than the liens securing the Existing ABL Facility (which are to be released and terminated as described in Section 16(a) above), the following liens exist against the assets of the Grantors as of the date hereof and are "Permitted Liens" under Section 7.01 of the Credit Agreement:
(i) Purchase Money Liens. Cascade Fulfillment Services Inc. is party to certain equipment financing arrangements with Dunmore & Co. secured by purchase money security interests in certain forklift equipment located at the Kent DC and Reno DC facilities. The aggregate outstanding principal amount of such purchase money obligations as of the date hereof is approximately $2,340,000. Such liens are permitted under Section 7.01(d) of the Credit Agreement (purchase money liens) and are within the $15,000,000 aggregate basket for Indebtedness secured by purchase money liens as set forth in Section 7.03(e) of the Credit Agreement.
(ii) Statutory Liens. Certain statutory liens arising in the ordinary course of business exist against the assets of the Grantors, including (a) landlord's liens, (b) carriers', warehousemen's, mechanics', materialmen's, and similar liens arising by operation of law, and (c) liens for taxes not yet due and payable or being contested in good faith and for which adequate reserves have been established. Such liens are permitted under Section 7.01(a) and Section 7.01(b) of the Credit Agreement.
Other than as set forth above and in Section 16(a), no Grantor is aware of any other lien, encumbrance, security interest, or adverse claim against any of the Collateral.
Section 17: Litigation and Judgments
As of the date hereof, no Grantor is subject to any judgment lien in any jurisdiction. No judgment or order has been entered against any Grantor by any court of competent jurisdiction that remains unsatisfied, undischarged, or unstayed as of the date hereof.
The Grantors are parties to certain litigation and legal proceedings as disclosed in Schedule 5.06 to the Credit Agreement (Disclosed Matters). None of such disclosed matters involve, or are reasonably expected to result in, any judgment lien against any Grantor or any of the Collateral. Cross-reference is hereby made to the representations and warranties set forth in Section 5.06 of the Credit Agreement, which representations are true and correct in all material respects as of the date hereof.
Section 18: Changes in Prior Four Months
Each Grantor hereby certifies that, during the four (4) month period immediately preceding the date hereof (i.e., from and after January 4, 2023), no Grantor has:
(a) changed its legal name (as set forth in its organizational documents filed with the applicable Secretary of State or equivalent filing office);
(b) changed its jurisdiction of organization;
(c) changed its chief executive office or principal place of business (as set forth in Section 4 above);
(d) changed, or had changed, its organizational identification number as assigned by the applicable Secretary of State or equivalent filing office; or
(e) merged with or into, or consolidated with, any other entity, or otherwise participated in any division, conversion, or similar corporate reorganization transaction,
except as may be otherwise disclosed in this Certificate or in the schedules and exhibits delivered to the Collateral Agent in connection with the Credit Agreement and the other Loan Documents. As of the date hereof, no such changes are contemplated by any Grantor.
Section 19: Taxpayer Identification Numbers
Set forth below, for the convenience of the Collateral Agent, is a summary of the Federal Employer Identification Number (EIN) assigned by the Internal Revenue Service to each Grantor:
Each Grantor represents and warrants that the Federal EIN set forth above is the correct taxpayer identification number assigned to such Grantor by the Internal Revenue Service. No Grantor has been assigned, or has used, any other Federal EIN during the five (5) year period preceding the date hereof.
CERTIFICATION
Each undersigned authorized officer of the respective Grantor hereby certifies, on behalf of such Grantor and not in any individual capacity, that the information set forth in this Perfection Certificate (including all Schedules attached hereto) is true, correct, and complete in all material respects as of the date first written above (May 4, 2023) and as of the Closing Date (May 19, 2023). Each Grantor acknowledges that (a) the Collateral Agent and the Secured Parties are relying on the accuracy and completeness of this Certificate in connection with the perfection of the Collateral Agent's security interest in the Collateral, (b) the Collateral Agent and the Secured Parties would not enter into the Credit Agreement and the other Loan Documents but for the representations, warranties, and certifications set forth herein, and (c) any material inaccuracy or incompleteness in this Certificate may constitute a Default or Event of Default under the Credit Agreement. Each Grantor agrees to promptly notify the Collateral Agent in writing if any information set forth in this Certificate becomes inaccurate, incomplete, or misleading in any material respect at any time.
[Signature pages follow.]
IN WITNESS WHEREOF, each of the undersigned has caused this Perfection Certificate to be duly executed and delivered as of the date first written above.
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Elena Kowalski
Title: Chief Financial Officer
Date: May 4, 2023
CASCADE RETAIL OPERATING COMPANY LLC
By: Cascade Retail Holdings Inc., its Sole Member
By: ________
Name: Elena Kowalski
Title: Chief Financial Officer of Cascade Retail Holdings Inc., as authorized representative
Date: May 4, 2023
CASCADE DIGITAL COMMERCE INC.
By: ________
Name: Derek Tanaka
Title: Vice President and Treasurer
Date: May 4, 2023
CASCADE OUTLET STORES LLC
By: Cascade Retail Operating Company LLC, its Sole Member
By: ________
Name: Derek Tanaka
Title: Vice President and Treasurer of Cascade Retail Operating Company LLC, as authorized representative
Date: May 4, 2023
CASCADE FULFILLMENT SERVICES INC.
By: ________
Name: Derek Tanaka
Title: Vice President and Treasurer
Date: May 4, 2023
ACKNOWLEDGED AND ACCEPTED:
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Patricia M. Sunderland
Title: Managing Director
Date: ________
SCHEDULES TO PERFECTION CERTIFICATE
Schedule 6(a) — Outlet Store Locations
The following is a list of the sixty-four (64) retail outlet store locations operated by Cascade Outlet Stores LLC. All locations are leased. Inventory consisting of finished goods held for sale in the ordinary course of business, together with equipment consisting of point-of-sale systems, display fixtures, shelving, signage, and security systems, is maintained at each location.
Note: The full list of sixty-four (64) outlet store addresses, including street address, city, state, zip code, lease commencement date, and landlord/lessor identity, is to be attached hereto as a supplemental schedule prior to the Closing Date. Such supplemental schedule will be provided to the Collateral Agent and its counsel upon finalization by Cascade Outlet Stores LLC's real estate department.
Schedule 8 — Deposit Account Details
CONFIDENTIAL — DELIVERED UNDER SEPARATE COVER
This Schedule sets forth the full deposit account details (including account numbers) for the four (4) deposit accounts identified in Section 8 of the Perfection Certificate. This Schedule is marked "Confidential" and has been delivered to the Collateral Agent under separate cover.
Schedule 10(b) — Registered Trademarks
The following is a list of all trademarks and service marks registered with the United States Patent and Trademark Office or any state trademark office, in each case owned by a Grantor as of the date of the Perfection Certificate. All registered trademarks and service marks listed below are subject to the negative pledge set forth in Section 3.04 of the Security Agreement and are excluded from the grant of the security interest thereunder.
Additional trademark applications pending before the USPTO are maintained by the Grantors' intellectual property counsel and will be supplemented to this Schedule if and when any such application matures to registration.
Schedule 10(c) — Registered Copyrights
The following is a list of all copyrights registered with the United States Copyright Office, in each case owned by a Grantor as of the date of the Perfection Certificate. All registered copyrights listed below are subject to the negative pledge set forth in Section 3.04 of the Security Agreement and are excluded from the grant of the security interest thereunder.
The Grantors own additional unregistered copyrights in various works created in the ordinary course of business. Such unregistered copyrights are included in the definition of "General Intangibles" under the Security Agreement and are subject to the security interest granted thereunder.
Schedule 16(a) — Existing UCC Filings
The following is a summary of the existing UCC financing statement filings against the Grantors as disclosed by the UCC lien searches conducted by Penrose Software, a Vireo Enterprises business, as of April 21, 2023. All filings listed below were made by Harborview Lending Group, LLC in connection with the Existing ABL Facility and are to be terminated upon repayment in full of the payoff amount of $112,450,000 as described in Section 16(a) of the Perfection Certificate.
Additional Filings (Purchase Money):
The Payoff Letter from Harborview Lending Group, LLC provides that UCC-3 termination statements for each of the filings listed in items 1 through 5 above will be delivered to the Collateral Agent (or filed directly with the applicable Secretary of State) within three (3) business days of Harborview Lending Group, LLC's receipt of the payoff amount in full. Copies of the executed Payoff Letter and draft UCC-3 termination statements have been delivered to counsel for the Collateral Agent.
The filing listed in item 6 above (Dunmore & Co.) relates to a purchase money security interest in specific equipment and constitutes a Permitted Lien under the Credit Agreement. No UCC-3 termination statement is being filed with respect to such filing.
[End of Schedules to Perfection Certificate]
No. | Grantor — Exact Legal Name
1 | Cascade Retail Holdings Inc.
2 | Cascade Retail Operating Company LLC
3 | Cascade Digital Commerce Inc.
4 | Cascade Outlet Stores LLC
5 | Cascade Fulfillment Services Inc.
No. | Grantor | Prior Legal Names (if any) | Trade Names / DBA Names / Other Names
1 | Cascade Retail Holdings Inc. | None | "Cascade Retail"; "CRH"; Nasdaq ticker symbol: CRHI
2 | Cascade Retail Operating Company LLC | None | "CROC"
3 | Cascade Digital Commerce Inc. | None | "Cascade Digital"; "CDC"
4 | Cascade Outlet Stores LLC | None | "Cascade Outlets"; "COS"
5 | Cascade Fulfillment Services Inc. | None | "CFS"
No. | Grantor | Type of Organization | Jurisdiction of Organization | State Org. ID No. | Federal EIN
1 | Cascade Retail Holdings Inc. | Corporation | Delaware | 4538271 | 91-1847263
2 | Cascade Retail Operating Company LLC | Limited Liability Company | Delaware | 5612094 | 83-2951047
3 | Cascade Digital Commerce Inc. | Corporation | Delaware | 6043718 | 84-3720158
4 | Cascade Outlet Stores LLC | Limited Liability Company | Washington | 604-291-837 | 91-2034671
5 | Cascade Fulfillment Services Inc. | Corporation | Delaware | 6127453 | 84-5291836
No. | Grantor | Chief Executive Office / Principal Place of Business
1 | Cascade Retail Holdings Inc. | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
2 | Cascade Retail Operating Company LLC | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
3 | Cascade Digital Commerce Inc. | 500 Fremont Street, Suite 200, Portland, OR 97209
4 | Cascade Outlet Stores LLC | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
5 | Cascade Fulfillment Services Inc. | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
No. | Grantor | Jurisdiction of Organization | Registered Agent | Registered Agent Address
1 | Cascade Retail Holdings Inc. | Delaware | Northwest Registered Agents, Inc. | 1209 Orange Street, Wilmington, DE 19801
2 | Cascade Retail Operating Company LLC | Delaware | Northwest Registered Agents, Inc. | 1209 Orange Street, Wilmington, DE 19801
3 | Cascade Digital Commerce Inc. | Delaware | Northwest Registered Agents, Inc. | 1209 Orange Street, Wilmington, DE 19801
4 | Cascade Outlet Stores LLC | Washington | Northwest Registered Agents, Inc. | 1005 East Trent Avenue, Suite 200, Spokane, WA 99202
5 | Cascade Fulfillment Services Inc. | Delaware | Northwest Registered Agents, Inc. | 1209 Orange Street, Wilmington, DE 19801
No. | Grantor | Location Address | Description | Owned / Leased
1 | Cascade Fulfillment Services Inc. | 18700 72nd Avenue South, Kent, WA 98032 | Distribution Center ("Kent DC") — approximately 425,000 sq. ft. warehouse and fulfillment facility | Leased
2 | Cascade Fulfillment Services Inc. | 4500 Logistics Parkway, Reno, NV 89506 | Distribution Center ("Reno DC") — approximately 310,000 sq. ft. warehouse and fulfillment facility | Leased
3 | Cascade Fulfillment Services Inc. | 7200 Alum Creek Drive, Columbus, OH 43217 | Distribution Center ("Columbus DC") — approximately 280,000 sq. ft. warehouse and fulfillment facility | Leased
4 | Cascade Retail Operating Company LLC | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121 | Corporate headquarters — limited inventory consisting of product samples, display merchandise, and promotional materials | Leased
5 | Cascade Outlet Stores LLC | See Schedule 6(a) attached hereto | Sixty-four (64) retail outlet store locations | All Leased
6 | Cascade Digital Commerce Inc. | 500 Fremont Street, Suite 200, Portland, OR 97209 | E-commerce office — no material inventory maintained at this location | Leased
No. | Grantor | Location Address | Description of Equipment
1 | Cascade Fulfillment Services Inc. | 18700 72nd Avenue South, Kent, WA 98032 (Kent DC) | Warehouse equipment, automated conveyor systems, sorting machinery, forklifts (approx. 35 units), pallet racking systems, packaging equipment, barcode scanners and label printers, dock levelers and loading dock equipment
2 | Cascade Fulfillment Services Inc. | 4500 Logistics Parkway, Reno, NV 89506 (Reno DC) | Warehouse equipment, conveyor systems, forklifts (approx. 22 units), pallet racking systems, packaging equipment, barcode scanners and label printers, dock levelers and loading dock equipment
3 | Cascade Fulfillment Services Inc. | 7200 Alum Creek Drive, Columbus, OH 43217 (Columbus DC) | Warehouse equipment, conveyor systems, forklifts (approx. 18 units), pallet racking systems, packaging equipment, barcode scanners and label printers, dock levelers and loading dock equipment
4 | Cascade Outlet Stores LLC | 64 retail outlet locations (see Schedule 6(a)) | Point-of-sale terminal systems, cash registers, display fixtures, shelving, signage, and security systems at each retail location
5 | Cascade Retail Operating Company LLC | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121 | Office furniture, computer equipment, telecommunications equipment, IT infrastructure (servers, network equipment), copiers, and related office equipment
6 | Cascade Digital Commerce Inc. | 500 Fremont Street, Suite 200, Portland, OR 97209 | Office furniture, computer equipment, servers, network and IT infrastructure, telecommunications equipment, and related office equipment
7 | Cascade Retail Holdings Inc. | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121 | Limited office equipment co-located at corporate headquarters
No. | Grantor | Third Party | Third Party Address | Description of Goods
1 | Cascade Retail Operating Company LLC | Ridgeline Logistics, Inc. | 9000 NW St. Helens Road, Portland, OR 97231 | Overflow seasonal inventory (approximately $4,200,000 at cost); warehouse services agreement dated January 15, 2022
2 | Cascade Digital Commerce Inc. | ShipRight Third-Party Logistics LLC | 1250 Distribution Boulevard, Hebron, KY 41048 | E-commerce returns processing inventory (approximately $1,800,000 at cost); third-party logistics agreement dated September 1, 2022
No. | Grantor | Location of Books and Records
1 | Cascade Retail Holdings Inc. | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
2 | Cascade Retail Operating Company LLC | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
3 | Cascade Digital Commerce Inc. | 500 Fremont Street, Suite 200, Portland, OR 97209
4 | Cascade Outlet Stores LLC | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
5 | Cascade Fulfillment Services Inc. | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
No. | Grantor | Depository Institution and Address | Account Type | DACA Status
1 | Cascade Retail Holdings Inc. | Meridian Trust Company, N.A., 1001 Fourth Avenue, Suite 500, Seattle, WA 98154 | Operating Account | DACA executed and delivered as of the date hereof
2 | Cascade Retail Holdings Inc. | Crescent Harbor Bank, N.A., 780 Park Avenue, 30th Floor, New York, NY 10021 | Concentration Account | DACA executed and delivered as of the date hereof
3 | Cascade Retail Operating Company LLC | Crescent Harbor Bank, N.A., 780 Park Avenue, 30th Floor, New York, NY 10021 | Collections Account | DACA executed and delivered as of the date hereof
4 | Cascade Digital Commerce Inc. | Northgate Capital Bank, 400 Lexington Avenue, 18th Floor, New York, NY 10170 | Collections Account | DACA executed and delivered as of the date hereof
No. | Grantor | Domain Name(s)
1 | Cascade Retail Holdings Inc. | cascaderetailholdings.com; cascaderetail.com
2 | Cascade Retail Operating Company LLC | cascaderetailoperating.com
3 | Cascade Digital Commerce Inc. | cascadedigitalcommerce.com; shopcascade.com; cascadeshop.com
4 | Cascade Outlet Stores LLC | cascadeoutlets.com; cascadeoutletstores.com
5 | Cascade Fulfillment Services Inc. | cascadefulfillment.com
No. | Grantor | Issuing Bank | Letter of Credit No. | Beneficiary | Face Amount | Expiration Date
1 | Cascade Retail Operating Company LLC | Harborview Lending Group, LLC | SBLC-2022-04871 | Various — trade standby in favor of Northwind Apparel Group, Inc. | $3,500,000 | June 30, 2023
No. | Owner | Subsidiary | Type of Interest | Percentage Owned | Certificated (Y/N) | Certificate No.
1 | Cascade Retail Holdings Inc. | Cascade Retail Operating Company LLC | 100% membership interests | 100% | N (LLC interest) | N/A
2 | Cascade Retail Operating Company LLC | Cascade Digital Commerce Inc. | Common stock | 100% | Y | CS-001
3 | Cascade Retail Operating Company LLC | Cascade Outlet Stores LLC | 100% membership interests | 100% | N (LLC interest) | N/A
4 | Cascade Retail Operating Company LLC | Cascade Fulfillment Services Inc. | Common stock | 100% | Y | FS-001
5 | Cascade Retail Operating Company LLC | Cascade Retail Canada ULC | Common shares | 100% (65% of voting interests pledged) | Y | CAN-001
No. | Grantor | Filing Jurisdiction | Filing Office | UCC-1 Filing No.
1 | Cascade Retail Holdings Inc. | Delaware | Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901 | 2023-1947291
2 | Cascade Retail Operating Company LLC | Delaware | Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901 | 2023-1947283
3 | Cascade Digital Commerce Inc. | Delaware | Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901 | To be filed on or prior to the Closing Date
4 | Cascade Outlet Stores LLC | Washington | Washington Secretary of State, Corporations and Charities Division, 801 Capitol Way South, Olympia, WA 98504 | 2023-204-8176
5 | Cascade Fulfillment Services Inc. | Delaware | Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901 | To be filed on or prior to the Closing Date
No. | Debtor | Secured Party | Filing Jurisdiction | Filing No. | Date Filed | Collateral Description
1 | Cascade Retail Holdings Inc. | Harborview Lending Group, LLC | Delaware | 2019-4281537 | October 15, 2019 | All assets
2 | Cascade Retail Operating Company LLC | Harborview Lending Group, LLC | Delaware | 2019-4281545 | October 15, 2019 | All assets
3 | Cascade Outlet Stores LLC | Harborview Lending Group, LLC | Washington | 2019-312-9084 | October 15, 2019 | All assets
4 | Cascade Digital Commerce Inc. | Harborview Lending Group, LLC | Delaware | 2019-4281552 | October 15, 2019 | All assets
5 | Cascade Fulfillment Services Inc. | Harborview Lending Group, LLC | Delaware | 2019-4281561 | October 15, 2019 | All assets
No. | Grantor | Federal EIN
1 | Cascade Retail Holdings Inc. | 91-1847263
2 | Cascade Retail Operating Company LLC | 83-2951047
3 | Cascade Digital Commerce Inc. | 84-3720158
4 | Cascade Outlet Stores LLC | 91-2034671
5 | Cascade Fulfillment Services Inc. | 84-5291836
No. | Grantor | Depository Institution | Account Type | Account Number
1 | Cascade Retail Holdings Inc. | Meridian Trust Company, N.A. | Operating Account | [Redacted — See Confidential Schedule]
2 | Cascade Retail Holdings Inc. | Crescent Harbor Bank, N.A. | Concentration Account | [Redacted — See Confidential Schedule]
3 | Cascade Retail Operating Company LLC | Crescent Harbor Bank, N.A. | Collections Account | [Redacted — See Confidential Schedule]
4 | Cascade Digital Commerce Inc. | Northgate Capital Bank | Collections Account | [Redacted — See Confidential Schedule]
No. | Owner | Mark | U.S. Registration No. | Registration Date | Class(es) | Status
1 | Cascade Retail Holdings Inc. | CASCADE RETAIL (and design) | 4,872,351 | February 9, 2016 | 25, 35 | Registered; Live
2 | Cascade Retail Holdings Inc. | CASCADE (stylized word mark) | 4,651,093 | December 2, 2014 | 25, 35 | Registered; Live
3 | Cascade Retail Holdings Inc. | CRH (stylized word mark) | 5,240,718 | July 18, 2017 | 35 | Registered; Live
4 | Cascade Outlet Stores LLC | CASCADE OUTLETS | 5,103,487 | December 13, 2016 | 35 | Registered; Live
5 | Cascade Digital Commerce Inc. | CASCADE DIGITAL | 5,419,226 | March 20, 2018 | 35, 42 | Registered; Live
6 | Cascade Retail Operating Company LLC | CASCADE LIFESTYLE (and design) | 5,617,294 | January 15, 2019 | 25 | Registered; Live
7 | Cascade Retail Operating Company LLC | CASCADE ESSENTIALS | 5,891,043 | October 27, 2020 | 25 | Registered; Live
8 | Cascade Retail Operating Company LLC | CASCADE HOME | 6,102,375 | April 6, 2021 | 20, 21, 24 | Registered; Live
No. | Owner | Title of Work | Registration No. | Registration Date | Type of Work
1 | Cascade Digital Commerce Inc. | Cascade E-Commerce Platform Source Code (v3.0) | TX 8-912-451 | June 22, 2021 | Computer software
2 | Cascade Retail Operating Company LLC | Cascade Retail 2022 Product Catalog | VA 2-194-307 | January 10, 2022 | Visual arts
3 | Cascade Retail Operating Company LLC | Cascade Retail Brand Identity Guide | TX 9-041-228 | March 15, 2022 | Literary work
No. | Debtor | Secured Party | Filing Jurisdiction | Filing Office | Filing No. | Date Filed | Collateral Description | Status
1 | Cascade Retail Holdings Inc. | Harborview Lending Group, LLC | Delaware | Delaware Secretary of State | 2019-4281537 | October 15, 2019 | All assets of Debtor, whether now owned or hereafter acquired | Active — to be terminated via UCC-3
2 | Cascade Retail Operating Company LLC | Harborview Lending Group, LLC | Delaware | Delaware Secretary of State | 2019-4281545 | October 15, 2019 | All assets of Debtor, whether now owned or hereafter acquired | Active — to be terminated via UCC-3
3 | Cascade Outlet Stores LLC | Harborview Lending Group, LLC | Washington | Washington Secretary of State | 2019-312-9084 | October 15, 2019 | All assets of Debtor, whether now owned or hereafter acquired | Active — to be terminated via UCC-3
4 | Cascade Digital Commerce Inc. | Harborview Lending Group, LLC | Delaware | Delaware Secretary of State | 2019-4281552 | October 15, 2019 | All assets of Debtor, whether now owned or hereafter acquired | Active — to be terminated via UCC-3
5 | Cascade Fulfillment Services Inc. | Harborview Lending Group, LLC | Delaware | Delaware Secretary of State | 2019-4281561 | October 15, 2019 | All assets of Debtor, whether now owned or hereafter acquired | Active — to be terminated via UCC-3
No. | Debtor | Secured Party | Filing Jurisdiction | Filing Office | Filing No. | Date Filed | Collateral Description | Status
6 | Cascade Fulfillment Services Inc. | Dunmore & Co. | Delaware | Delaware Secretary of State | 2021-3097184 | March 22, 2021 | Specific forklift equipment (see schedule attached to filing) | Active — Permitted Lien

PERFECTION CERTIFICATE

CONFIDENTIAL

CERTIFICATION

CASCADE RETAIL HOLDINGS INC.

CASCADE RETAIL OPERATING COMPANY LLC

CASCADE DIGITAL COMMERCE INC.

CASCADE OUTLET STORES LLC

CASCADE FULFILLMENT SERVICES INC.

ACKNOWLEDGED AND ACCEPTED:

SCHEDULES TO PERFECTION CERTIFICATE

Record

Parties

Dates

Amounts