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CALDERWOOD & HARKNESS LLP Attorneys at Law

599 Lexington Avenue, 42nd Floor New York, NY 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com

May 22, 2023

Matter No.: 1038-00002

VIA EMAIL AND FACSIMILE

Derek Tanaka, Esq. General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 2200 Elliott Avenue, Suite 1400 Seattle, WA 98121

Re: Post-Closing Obligations — $300,000,000 Senior Secured Asset-Based Revolving Credit Facility, dated as of May 4, 2023 (effective May 19, 2023), among Cascade Retail Holdings Inc. and Cascade Retail Operating Company LLC, as Borrowers, Cascade Digital Commerce Inc., Cascade Outlet Stores LLC, and Cascade Fulfillment Services Inc., as Guarantors, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Credit Agreement")

Dear Derek:

We write to follow up on the successful closing of the above-referenced Credit Agreement, which occurred on May 19, 2023. As you are aware, Calderwood & Harkness LLP serves as counsel to Cascade Retail Holdings Inc. ("CRH") and its subsidiaries (collectively, the "Loan Parties") in connection with the Credit Agreement and the related Loan Documents. The purpose of this letter is to identify, describe, and track all post-closing deliverables required under the Credit Agreement, including the specific Section references to the relevant conditions and covenants that give rise to each obligation.

We wish to emphasize at the outset that timely delivery of each post-closing item is of critical importance. Pursuant to Section 8.01(e) of the Credit Agreement, the failure to deliver any post-closing item within the time period specified in Section 6.14 and on Schedule 6.14 thereto may constitute a Default, and if such failure continues beyond the applicable cure period (or if no cure period applies), an Event of Default under Section 8.01(e) of the Credit Agreement. An Event of Default would, among other things, entitle the Administrative Agent and the Required Lenders to accelerate the Obligations, terminate the Revolving Commitments, and exercise remedies with respect to the ABL Collateral. Accordingly, we strongly advise CRH and each of the other Loan Parties to treat the deadlines outlined below with the utmost seriousness and to devote adequate internal resources to ensuring full and timely compliance.

Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Credit Agreement.

We confirm that Calderwood & Harkness is available to assist CRH with the preparation, negotiation, and delivery of each of the post-closing deliverables described herein. We are also prepared to coordinate directly with Whitfield, Greer & Holloway LLP, counsel to the Lenders and the Administrative Agent (contacts: Bernard Ashford, Partner, and Megan Proctor, Associate), and with the relevant personnel at Crescent Harbor Bank, N.A. in its capacity as Administrative Agent and Collateral Agent (contacts: Thomas Reiland, Managing Director, and Julianne Strickland, Vice President), to facilitate the review and approval process for each deliverable.

The post-closing obligations are organized by category below and summarized in the table set forth in Section IV of this letter.

I. Landlord Waivers / Collateral Access Agreements

A. Overview

Pursuant to Section 6.14(a) of the Credit Agreement and items 1 through 12 of Schedule 6.14, the Loan Parties are required to deliver landlord waivers or collateral access agreements (each, a "Landlord Waiver") for each of the specified leased locations at which any Loan Party stores, maintains, or holds inventory or other tangible personal property constituting ABL Collateral. The obligation to deliver Landlord Waivers arises from the Administrative Agent's need to ensure unimpeded access to, and the ability to realize upon, ABL Collateral located at leased premises, free and clear of any possessory liens, claims, or rights of distraint that a landlord might otherwise assert under applicable state or local law.

Due Date. All Landlord Waivers must be delivered to the Administrative Agent within sixty (60) days of the Closing Date — that is, no later than July 18, 2023.

Form and Substance. Each Landlord Waiver must be in form and substance reasonably satisfactory to the Administrative Agent (Crescent Harbor Bank, N.A.), as provided in Section 6.14(a) of the Credit Agreement. We anticipate that Calderwood & Harkness will prepare an initial form of Landlord Waiver, which we will circulate to Whitfield, Greer & Holloway LLP and to Crescent Harbor Bank for comment and pre-approval before sending the form to landlords. This approach should reduce the number of rounds of negotiation required once the forms are distributed to the various landlords and their counsel.

Execution and Acknowledgment. Each Landlord Waiver is to be executed by (i) the applicable landlord (or its authorized representative), (ii) the applicable Loan Party as tenant under the relevant lease, and (iii) Crescent Harbor Bank, N.A., in its capacity as Collateral Agent, as the acknowledged beneficiary of the waiver. In some cases, particularly with respect to outlet store locations within managed premium outlet centers, the landlord may require that the waiver be executed by the landlord's property management company or its corporate parent. We will work with CRH to identify these situations in advance and adjust the signature blocks accordingly.

Key Provisions. Each Landlord Waiver is expected to contain, at a minimum, the following substantive provisions:

(a) A waiver by the landlord of any statutory or contractual lien, right of distraint, or similar claim against the ABL Collateral located at the applicable leased premises, or, alternatively, a subordination of such lien or right to the first-priority security interest of the Collateral Agent;

(b) An agreement by the landlord to grant the Collateral Agent (and its agents, representatives, and designees) the right to enter and access the applicable leased premises, upon reasonable notice, following the occurrence and during the continuance of an Event of Default under the Credit Agreement, for purposes of inspecting, inventorying, protecting, and removing the ABL Collateral;

(c) An agreement by the landlord to provide the Collateral Agent with a reasonable period of time — typically not less than sixty (60) days and not more than ninety (90) days — following the earlier of (i) the termination or expiration of the applicable lease and (ii) the Collateral Agent's receipt of written notice from the landlord of the tenant's default under the lease, during which the Collateral Agent may enter the premises and remove ABL Collateral, subject to the Collateral Agent's obligation to pay rent and other occupancy charges accruing during such period;

(d) An acknowledgment by the landlord that the ABL Collateral located at the premises is the personal property of the tenant (or the applicable Loan Party) and is not a fixture or part of the landlord's realty; and

(e) Appropriate notice provisions, including the Collateral Agent's address for notices.

B. List of Specified Locations Requiring Landlord Waivers

The twelve (12) leased locations identified on Schedule 6.14 to the Credit Agreement are set forth below, organized by operating entity.

Distribution Centers (Operated by Cascade Fulfillment Services Inc.)

The following three distribution centers represent the most significant concentrations of inventory ABL Collateral and should be treated as the highest priority for purposes of obtaining Landlord Waivers:

1. Kent Distribution Center — 18700 72nd Avenue South, Kent, WA 98032. This is the Loan Parties' primary west coast distribution hub and handles the largest volume of inventory by dollar value across the Cascade Retail network. The Landlord Waiver for this location is critical given the significant ABL Collateral exposure.

2. Reno Distribution Center — 4500 Logistics Parkway, Reno, NV 89506. This facility serves as the secondary west coast distribution center and also handles a substantial portion of e-commerce fulfillment for Cascade Digital Commerce Inc.

3. Columbus Distribution Center — 7200 Alum Creek Drive, Columbus, OH 43217. This facility is the Loan Parties' primary east coast and midwestern distribution hub and serves the outlet stores located in the eastern United States.

Cascade Digital Commerce Inc. — Office / Warehouse

4. Portland Office — 500 Fremont Street, Suite 200, Portland, OR 97209. This location serves as the headquarters of Cascade Digital Commerce Inc. and includes a small warehouse space used for product staging, sample inventory, and returns processing. Although the inventory concentration at this location is lower than at the distribution centers, the Credit Agreement expressly requires a Landlord Waiver for this location.

Cascade Outlet Stores LLC — Selected Outlet Store Locations (8 Stores)

The following eight outlet store locations have been identified on Schedule 6.14 as requiring Landlord Waivers. We note that many of these locations are situated within managed premium outlet centers operated by national outlet center developers, and accordingly the landlord for each location may be a subsidiary or affiliate of the outlet center operator. CRH should be prepared for the possibility that certain outlet center operators may have their own preferred form of landlord waiver or collateral access agreement, which will require negotiation to conform to the Administrative Agent's requirements.

5. Outlet Store #12 — Woodburn Premium Outlets, Woodburn, OR

6. Outlet Store #17 — Tulalip Outlet Center, Tulalip, WA

7. Outlet Store #23 — Vacaville Premium Outlets, Vacaville, CA

8. Outlet Store #31 — Aurora Farms Premium Outlets, Aurora, OH

9. Outlet Store #38 — Gilroy Premium Outlets, Gilroy, CA

10. Outlet Store #44 — Park City Outlet Mall, Park City, UT

11. Outlet Store #51 — Las Vegas South Premium Outlets, Las Vegas, NV

12. Outlet Store #58 — Wrentham Village Premium Outlets, Wrentham, MA

C. Action Items — Landlord Waivers

The following action items are required to ensure timely delivery of all Landlord Waivers:

(i) Calderwood & Harkness will prepare and circulate to CRH, Whitfield, Greer & Holloway LLP, and Crescent Harbor Bank, N.A., a proposed form of Landlord Waiver and Collateral Access Agreement for use at each of the twelve specified locations. We anticipate circulating the initial draft within five (5) business days of the date of this letter. We may prepare two forms — one tailored for the distribution center and office/warehouse locations (locations 1–4), and a second tailored for the outlet store locations (locations 5–12) — to account for differences in lease structures and landlord requirements.

(ii) CRH / Derek Tanaka is requested to provide Calderwood & Harkness with the following for each of the twelve locations, as soon as practicable and in any event no later than June 1, 2023:

(a) A complete copy of the current lease agreement (including all amendments, extensions, and supplements) for each location;

(b) The name, address, telephone number, and email address of the landlord (or its property management agent) for each location;

(d) Identification of any provisions in the applicable lease that require landlord consent or approval for the grant of a Landlord Waiver or the assignment of any interest in tenant personal property, or that otherwise restrict the tenant's ability to permit third-party access to the premises; and

(e) Any prior Landlord Waivers or similar agreements that may have been executed in connection with prior credit facilities or financing arrangements.

(iii) CRH should identify, at the earliest opportunity, any locations where landlord consent provisions, lease restrictions, or known landlord reluctance may create delays in obtaining executed Landlord Waivers. If CRH anticipates difficulty with respect to any particular location, please advise us immediately so that we can engage with the applicable landlord and its counsel at the earliest possible date and, if necessary, coordinate with the Administrative Agent regarding potential extensions or alternative arrangements.

(iv) We note that locations 1 through 3 (the distribution centers) should be treated as the highest priority given the significant concentrations of inventory and other ABL Collateral held at those facilities. We recommend that CRH initiate landlord outreach for these three locations within the first week following receipt of this letter.

II. Insurance Endorsements

A. Overview

Pursuant to Section 6.06 of the Credit Agreement and Section 5.4 of the Security Agreement dated as of May 4, 2023 (the "Security Agreement"), the Loan Parties are required to maintain insurance policies covering the ABL Collateral in accordance with the requirements set forth in those agreements, and to cause the Administrative Agent (Crescent Harbor Bank, N.A.) to be named as loss payee and additional insured, as applicable, on all property, casualty, and business interruption insurance policies covering ABL Collateral.

Due Date. All required insurance endorsements must be delivered to the Administrative Agent within thirty (30) days of the Closing Date — that is, no later than June 18, 2023. This is the nearest post-closing deadline and should be given immediate attention.

Insurance Broker. The Loan Parties' insurance broker of record is Strathmore Corporation Greaves & Co., located at 311 South Wacker Drive, Suite 1600, Chicago, IL 60606. All requests for endorsement updates should be directed through Strathmore Corporation Greaves & Co. to the applicable insurance carriers.

B. Required Endorsements

The following endorsements are required:

1. Pinnacle Assurance Company (Property & Casualty Carrier)

The Loan Parties are required to cause Pinnacle Assurance Company, the property and casualty insurance carrier for the Loan Parties, to issue an updated endorsement to the Loan Parties' existing property and casualty insurance policy. The endorsement must name Crescent Harbor Bank, N.A., as Collateral Agent, as loss payee with respect to all inventory and other tangible personal property constituting ABL Collateral. The loss payee designation must be on a standard, non-contributory mortgage clause basis (or equivalent loss payable clause form) that provides that the Collateral Agent's interest in the insurance proceeds is not subject to invalidation by reason of any act or omission of the insured.

In addition, the endorsement must include a provision requiring the insurer to provide not less than thirty (30) days' prior written notice to the Collateral Agent of any cancellation, non-renewal, or material modification of the policy. Such notice is to be sent to:

Crescent Harbor Bank, N.A.

Attn: Julianne Strickland, Vice President — Loan Administration

780 Park Avenue, 30th Floor New York, NY 10021

2. Kelvantis Mutual Insurance Group (Umbrella / Business Interruption Carrier)

The Loan Parties are required to cause Kelvantis Mutual Insurance Group, the umbrella and business interruption insurance carrier for the Loan Parties, to issue an updated endorsement to the Loan Parties' existing umbrella and business interruption insurance policy. The endorsement must name Crescent Harbor Bank, N.A., as Collateral Agent, as additional insured under the policy.

As with the Pinnacle Assurance Company endorsement, the Kelvantis Mutual Insurance Group endorsement must include a provision requiring the insurer to provide not less than thirty (30) days' prior written notice to the Collateral Agent of any cancellation, non-renewal, or material modification of the policy, addressed to:

Crescent Harbor Bank, N.A.

Attn: Julianne Strickland, Vice President — Loan Administration

780 Park Avenue, 30th Floor New York, NY 10021

C. Action Items — Insurance Endorsements

(i) CRH / Priya Anand (Treasurer) is requested to promptly instruct Strathmore Corporation Greaves & Co. to prepare and issue the updated endorsements described above. We recommend that Ms. Anand contact Strathmore Corporation Greaves & Co. no later than May 30, 2023 to initiate this process, given the June 18, 2023 deadline and the lead time that insurance carriers typically require to issue endorsements.

(ii) Calderwood & Harkness will review the draft endorsement forms prepared by Strathmore Corporation Greaves & Co. (or by the applicable insurance carrier) to confirm compliance with the requirements of Section 6.06 of the Credit Agreement and Section 5.4 of the Security Agreement before the endorsements are delivered to Crescent Harbor Bank, N.A. Please instruct Strathmore Corporation Greaves & Co. to provide draft endorsements to Calderwood & Harkness for review prior to finalization.

(iii) Upon issuance, copies of the updated insurance certificates and endorsements must be delivered to each of the following:

(a) Crescent Harbor Bank, N.A. — Attn: Julianne Strickland, Vice President, 780 Park Avenue, 30th Floor, New York, NY 10021;

(b) Whitfield, Greer & Holloway LLP — Attn: Megan Proctor, Associate, 51 West 52nd Street, 35th Floor, New York, NY 10019 (Matter No. 1038-00002); and

(c) Calderwood & Harkness LLP — Attn: Marcus Leung and Sophie Tremblay, 599 Lexington Avenue, 42nd Floor, New York, NY 10022 (Matter No. 1038-00002).

III. Intercompany Note — Cascade Retail Canada ULC

A. Overview

Pursuant to Section 6.14(c) of the Credit Agreement, the Loan Parties are required to deliver to the Administrative Agent evidence of any intercompany indebtedness between any Loan Party and Cascade Retail Canada ULC ("CRC"), an unlimited liability company organized under the laws of the Province of British Columbia, Canada. CRC is an Excluded Subsidiary under the Credit Agreement and is not a Loan Party or Guarantor; however, the Credit Agreement and the related Loan Documents impose specific requirements with respect to intercompany transactions and intercompany indebtedness between the Loan Parties and CRC.

Specifically, if any intercompany loans or advances from any Loan Party to CRC are outstanding as of the Closing Date or are made after the Closing Date, the Credit Agreement requires the execution and delivery of an intercompany demand promissory note (the "Intercompany Note") evidencing such indebtedness. The Intercompany Note must be in form and substance satisfactory to the Administrative Agent and must be executed by the applicable Loan Party, as lender, and by CRC, as borrower. The Intercompany Note, once executed, is required to be pledged to the Collateral Agent under the Security Agreement and/or the Pledge Agreement dated as of May 4, 2023 (the "Pledge Agreement") as additional ABL Collateral.

Due Date. The Intercompany Note (or, if no intercompany loans are outstanding, an officer's certification confirming the absence of such loans) must be delivered to the Administrative Agent within thirty (30) days of the Closing Date — that is, no later than June 18, 2023 — or, with respect to any intercompany loan made after the Closing Date, promptly upon the making of such loan.

We note for context that the Pledge Agreement, dated as of May 4, 2023, already pledges sixty-five percent (65%) of the issued and outstanding voting equity interests in CRC to Crescent Harbor Bank, N.A., as Collateral Agent, in accordance with the customary limitation on pledges of equity interests in controlled foreign corporations under Section 956 of the Internal Revenue Code. The Intercompany Note, if required, would constitute additional pledged collateral, separate from and in addition to the pledged equity interests in CRC.

B. Action Items — Intercompany Note

(i) CRH / Elena Kowalski (Chief Financial Officer) and Priya Anand (Treasurer) are requested to confirm, at your earliest convenience and in any event no later than June 1, 2023, whether any intercompany loans, advances, or other intercompany indebtedness from any Loan Party to CRC are currently outstanding as of the Closing Date (May 19, 2023). Please provide a schedule of any such outstanding intercompany indebtedness, including the principal amount, the date of origination, the interest rate (if any), and the identity of the Loan Party that is the lender.

(ii) If intercompany loans or advances are currently outstanding, Calderwood & Harkness will prepare an intercompany demand promissory note for execution by the applicable Loan Party (as lender) and CRC (as borrower). We will also prepare any amendments or supplements to the Security Agreement or Pledge Agreement necessary to effectuate the pledge of such Intercompany Note to the Collateral Agent. We anticipate that the form of Intercompany Note will be straightforward and should not require extensive negotiation, but we will circulate the draft to Whitfield, Greer & Holloway LLP and Crescent Harbor Bank, N.A. for review and approval.

(iii) If no intercompany loans or advances from any Loan Party to CRC are currently outstanding as of the Closing Date, CRH is requested to provide an officer's certification confirming the same, signed by an authorized officer of CRH (we recommend that Ms. Kowalski or Ms. Anand execute this certification). Calderwood & Harkness will prepare the form of officer's certification for CRH's use.

(iv) Please note that even if no intercompany loans are currently outstanding, Section 7.02(d) of the Credit Agreement imposes ongoing limitations on intercompany indebtedness, and Section 6.14(c) requires that CRH execute and deliver an Intercompany Note in the form described above promptly upon the making of any future intercompany loan or advance to CRC. CRH should implement internal procedures to ensure that any future intercompany loans to CRC are flagged for compliance with this requirement.

IV. Summary Schedule of Post-Closing Obligations

The following table summarizes all post-closing deliverables, the party or parties responsible for each deliverable, the applicable due date, and the current status of each item. We will update this schedule on a regular basis and circulate revised versions to CRH, Whitfield, Greer & Holloway LLP, and Crescent Harbor Bank, N.A. as items are completed.

V. Additional Reminders — Ongoing Reporting Obligations

While not post-closing deliverables within the meaning of Section 6.14 of the Credit Agreement, the following ongoing reporting and compliance obligations will come due shortly after the Closing Date, and we wish to bring them to CRH's attention now so that the necessary preparations can be made in parallel with the post-closing deliverable process.

Borrowing Base Certificates. Pursuant to Section 6.02(a) of the Credit Agreement, the first post-closing Borrowing Base Certificate is due on June 15, 2023. Thereafter, Borrowing Base Certificates are due monthly, by the fifteenth (15th) day of each calendar month, based on data as of the last day of the immediately preceding calendar month. In the event that Availability (as defined in the Credit Agreement) falls below $45,000,000 at any time, the reporting frequency increases to weekly — i.e., Borrowing Base Certificates would be due by the second (2nd) Business Day of each week, based on data as of the close of business on the immediately preceding Friday.

Compliance Certificates. Pursuant to Section 6.02(b) of the Credit Agreement, the first post-closing Compliance Certificate is due on August 14, 2023, which is within forty-five (45) days after the end of the Loan Parties' second fiscal quarter of 2023 (quarter ending June 30, 2023). Compliance Certificates are required to be delivered within forty-five (45) days after the end of each fiscal quarter and within ninety (90) days after the end of each fiscal year, concurrently with the delivery of quarterly and annual financial statements, respectively.

Annual Audited Financial Statements. Pursuant to Section 6.01(a) of the Credit Agreement, audited consolidated financial statements of CRH and its Subsidiaries are required to be delivered within ninety (90) days after the end of each fiscal year. The Loan Parties' fiscal year ends on December 31. Accordingly, the first set of annual audited financial statements required to be delivered under the Credit Agreement will be those for the fiscal year ending December 31, 2023, which will be due on or before March 31, 2024.

Quarterly Unaudited Financial Statements. Pursuant to Section 6.01(b) of the Credit Agreement, unaudited consolidated financial statements of CRH and its Subsidiaries are required to be delivered within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year.

Annual Inventory Appraisal. Pursuant to Section 6.07 of the Credit Agreement, the Loan Parties are required to cause an inventory appraisal to be conducted annually by Ridgeline Asset Advisors LLC (or another nationally recognized appraisal firm acceptable to the Administrative Agent) at the Borrowers' sole expense. In the event that Availability falls below $60,000,000 at any time, the appraisal frequency increases to semi-annual. The timing of the first inventory appraisal will be determined in coordination with the Administrative Agent.

Annual Field Examination. Pursuant to Section 6.07 of the Credit Agreement, the Loan Parties are required to permit and facilitate an annual field examination of the Loan Parties' books, records, inventory, and accounts receivable at the Borrowers' sole expense. As with the inventory appraisal, the field examination frequency increases to semi-annual in the event that Availability falls below $60,000,000.

We note, for your reference, that current undrawn Availability under the Credit Agreement, as of the Closing Date, is approximately $150,000,000, which is well above each of the trigger thresholds described above (i.e., the $45,000,000 weekly reporting trigger and the $60,000,000 semi-annual appraisal/field exam trigger). Accordingly, as of the date hereof, the standard reporting frequencies (monthly Borrowing Base Certificates, annual appraisals, and annual field examinations) apply.

VI. Contact Information and Coordination

To facilitate efficient completion of all post-closing deliverables, we set forth below the relevant contact information for each of the parties involved in the post-closing process.

A. Calderwood & Harkness LLP — Borrowers' Counsel

The following attorneys at Calderwood & Harkness will be handling the post-closing matters described in this letter:

Marcus Leung, Associate — Banking & Finance Group Primary contact for day-to-day post-closing coordination Telephone: (212) 558-4127

Email: mleung@calderwoodharkness.com

Sophie Tremblay, Associate — Banking & Finance Group Assisting with landlord waiver preparation and insurance endorsement review Telephone: (212) 558-4293

Email: stremblay@calderwoodharkness.com

Claudia Merritt, Partner — Banking & Finance Group Available for escalation and substantive questions Telephone: (212) 558-4015

Email: cmerritt@calderwoodharkness.com

B. CRH Internal Contacts

We request that CRH designate one or two internal points of contact to serve as the primary liaisons with Calderwood & Harkness on post-closing matters. We suggest Derek Tanaka (General Counsel) and/or Priya Anand (Treasurer) as the most appropriate contacts given the nature of the deliverables. Please confirm CRH's preferred internal point(s) of contact at your earliest convenience.

In addition, we request that CRH provide the following information promptly:

(a) Current lease contacts and landlord information for each of the twelve locations identified in Section I above;

(b) Current insurance policy details, including policy numbers, effective dates, and the contact at Strathmore Corporation Greaves & Co. who will be handling the endorsement requests; and

(c) Confirmation from Elena Kowalski and/or Priya Anand regarding the intercompany loan status with Cascade Retail Canada ULC, as described in Section III above.

C. Lenders' Counsel

Whitfield, Greer & Holloway LLP 51 West 52nd Street, 35th Floor New York, NY 10019 Matter No.: 1038-00002

Bernard Ashford, Partner Telephone: (212) 492-6700

Email: bashford@wghlaw.com

Megan Proctor, Associate Telephone: (212) 492-6845

Email: mproctor@wghlaw.com

D. Administrative Agent and Collateral Agent

Crescent Harbor Bank, N.A. 780 Park Avenue, 30th Floor New York, NY 10021

Thomas Reiland, Managing Director Telephone: (212) 870-3400

Email: thomas.reiland@crescentharbor.com

Julianne Strickland, Vice President — Loan Administration Telephone: (212) 870-3512

Email: julianne.strickland@crescentharbor.com

We trust the foregoing provides a comprehensive and useful overview of all post-closing deliverables arising under the Credit Agreement and the related Loan Documents. We cannot overstate the importance of timely compliance with each of the obligations described in this letter. Failure to deliver any post-closing item by the applicable deadline could give rise to a Default or Event of Default under the Credit Agreement, which would have significant adverse consequences for the Loan Parties and their access to the Revolving Credit Facility.

Calderwood & Harkness is fully committed to ensuring the smooth and timely completion of all post-closing deliverables. We will monitor each item closely, provide regular status updates, and coordinate with Whitfield, Greer & Holloway LLP and Crescent Harbor Bank, N.A. as necessary to obtain timely approvals of all deliverable forms.

We would welcome the opportunity to schedule a call with the CRH team — including yourself, Ms. Kowalski, and Ms. Anand — at your earliest convenience to discuss the timeline, priorities, and any anticipated challenges with respect to the post-closing deliverables. Please let us know your availability during the week of May 29, 2023, and we will coordinate a convenient time.

Thank you for your continued confidence in Calderwood & Harkness. Please do not hesitate to contact me, Sophie Tremblay, or Claudia Merritt if you have any questions regarding the matters addressed in this letter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Marcus Leung Associate — Banking & Finance Group 599 Lexington Avenue, 42nd Floor New York, NY 10022 Telephone: (212) 558-4127

Email: mleung@calderwoodharkness.com

cc: (via email)

Claudia Merritt, Partner, Calderwood & Harkness LLP Ian Blackwood, Partner, Calderwood & Harkness LLP Elena Kowalski, Chief Financial Officer, Cascade Retail Holdings Inc. Priya Anand, Treasurer, Cascade Retail Holdings Inc. Nathaniel Voss, Chief Executive Officer, Cascade Retail Holdings Inc.

Enclosures: None. Forms of Landlord Waiver / Collateral Access Agreement to follow under separate cover.

Item No.	Deliverable	Responsible Party	Due Date	Status
1	Landlord Waiver — Kent Distribution Center (18700 72nd Ave S, Kent, WA 98032)	CRH / Cascade Fulfillment Services Inc.; C&H to prepare form	July 18, 2023	Pending
2	Landlord Waiver — Reno Distribution Center (4500 Logistics Pkwy, Reno, NV 89506)	CRH / Cascade Fulfillment Services Inc.; C&H to prepare form	July 18, 2023	Pending
3	Landlord Waiver — Columbus Distribution Center (7200 Alum Creek Dr, Columbus, OH 43217)	CRH / Cascade Fulfillment Services Inc.; C&H to prepare form	July 18, 2023	Pending
4	Landlord Waiver — Portland Office (500 Fremont St, Ste 200, Portland, OR 97209)	CRH / Cascade Digital Commerce Inc.; C&H to prepare form	July 18, 2023	Pending
5	Landlord Waiver — Outlet Store #12, Woodburn Premium Outlets, Woodburn, OR	CRH / Cascade Outlet Stores LLC; C&H to prepare form	July 18, 2023	Pending
6	Landlord Waiver — Outlet Store #17, Tulalip Outlet Center, Tulalip, WA	CRH / Cascade Outlet Stores LLC; C&H to prepare form	July 18, 2023	Pending
7	Landlord Waiver — Outlet Store #23, Vacaville Premium Outlets, Vacaville, CA	CRH / Cascade Outlet Stores LLC; C&H to prepare form	July 18, 2023	Pending
8	Landlord Waiver — Outlet Store #31, Aurora Farms Premium Outlets, Aurora, OH	CRH / Cascade Outlet Stores LLC; C&H to prepare form	July 18, 2023	Pending
9	Landlord Waiver — Outlet Store #38, Gilroy Premium Outlets, Gilroy, CA	CRH / Cascade Outlet Stores LLC; C&H to prepare form	July 18, 2023	Pending
10	Landlord Waiver — Outlet Store #44, Park City Outlet Mall, Park City, UT	CRH / Cascade Outlet Stores LLC; C&H to prepare form	July 18, 2023	Pending
11	Landlord Waiver — Outlet Store #51, Las Vegas South Premium Outlets, Las Vegas, NV	CRH / Cascade Outlet Stores LLC; C&H to prepare form	July 18, 2023	Pending
12	Landlord Waiver — Outlet Store #58, Wrentham Village Premium Outlets, Wrentham, MA	CRH / Cascade Outlet Stores LLC; C&H to prepare form	July 18, 2023	Pending
13	Insurance Endorsement — Pinnacle Assurance Company (property & casualty; loss payee endorsement)	CRH / Strathmore Corporation Greaves & Co.; C&H to review	June 18, 2023	Pending
14	Insurance Endorsement — Kelvantis Mutual Insurance Group (umbrella / business interruption; additional insured endorsement)	CRH / Strathmore Corporation Greaves & Co.; C&H to review	June 18, 2023	Pending
15	Intercompany Note (Cascade Retail Canada ULC) or Officer's Certification of No Outstanding Intercompany Loans	CRH / C&H to prepare	June 18, 2023	Pending — Awaiting CRH Confirmation

CALDERWOOD & HARKNESS LLP Attorneys at Law
599 Lexington Avenue, 42nd Floor New York, NY 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com
May 22, 2023
Matter No.: 1038-00002
VIA EMAIL AND FACSIMILE
Derek Tanaka, Esq. General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 2200 Elliott Avenue, Suite 1400 Seattle, WA 98121
Re: Post-Closing Obligations — $300,000,000 Senior Secured Asset-Based Revolving Credit Facility, dated as of May 4, 2023 (effective May 19, 2023), among Cascade Retail Holdings Inc. and Cascade Retail Operating Company LLC, as Borrowers, Cascade Digital Commerce Inc., Cascade Outlet Stores LLC, and Cascade Fulfillment Services Inc., as Guarantors, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Credit Agreement")
Dear Derek:
We write to follow up on the successful closing of the above-referenced Credit Agreement, which occurred on May 19, 2023. As you are aware, Calderwood & Harkness LLP serves as counsel to Cascade Retail Holdings Inc. ("CRH") and its subsidiaries (collectively, the "Loan Parties") in connection with the Credit Agreement and the related Loan Documents. The purpose of this letter is to identify, describe, and track all post-closing deliverables required under the Credit Agreement, including the specific Section references to the relevant conditions and covenants that give rise to each obligation.
We wish to emphasize at the outset that timely delivery of each post-closing item is of critical importance. Pursuant to Section 8.01(e) of the Credit Agreement, the failure to deliver any post-closing item within the time period specified in Section 6.14 and on Schedule 6.14 thereto may constitute a Default, and if such failure continues beyond the applicable cure period (or if no cure period applies), an Event of Default under Section 8.01(e) of the Credit Agreement. An Event of Default would, among other things, entitle the Administrative Agent and the Required Lenders to accelerate the Obligations, terminate the Revolving Commitments, and exercise remedies with respect to the ABL Collateral. Accordingly, we strongly advise CRH and each of the other Loan Parties to treat the deadlines outlined below with the utmost seriousness and to devote adequate internal resources to ensuring full and timely compliance.
Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Credit Agreement.
We confirm that Calderwood & Harkness is available to assist CRH with the preparation, negotiation, and delivery of each of the post-closing deliverables described herein. We are also prepared to coordinate directly with Whitfield, Greer & Holloway LLP, counsel to the Lenders and the Administrative Agent (contacts: Bernard Ashford, Partner, and Megan Proctor, Associate), and with the relevant personnel at Crescent Harbor Bank, N.A. in its capacity as Administrative Agent and Collateral Agent (contacts: Thomas Reiland, Managing Director, and Julianne Strickland, Vice President), to facilitate the review and approval process for each deliverable.
The post-closing obligations are organized by category below and summarized in the table set forth in Section IV of this letter.
I. Landlord Waivers / Collateral Access Agreements
A. Overview
Pursuant to Section 6.14(a) of the Credit Agreement and items 1 through 12 of Schedule 6.14, the Loan Parties are required to deliver landlord waivers or collateral access agreements (each, a "Landlord Waiver") for each of the specified leased locations at which any Loan Party stores, maintains, or holds inventory or other tangible personal property constituting ABL Collateral. The obligation to deliver Landlord Waivers arises from the Administrative Agent's need to ensure unimpeded access to, and the ability to realize upon, ABL Collateral located at leased premises, free and clear of any possessory liens, claims, or rights of distraint that a landlord might otherwise assert under applicable state or local law.
Due Date. All Landlord Waivers must be delivered to the Administrative Agent within sixty (60) days of the Closing Date — that is, no later than July 18, 2023.
Form and Substance. Each Landlord Waiver must be in form and substance reasonably satisfactory to the Administrative Agent (Crescent Harbor Bank, N.A.), as provided in Section 6.14(a) of the Credit Agreement. We anticipate that Calderwood & Harkness will prepare an initial form of Landlord Waiver, which we will circulate to Whitfield, Greer & Holloway LLP and to Crescent Harbor Bank for comment and pre-approval before sending the form to landlords. This approach should reduce the number of rounds of negotiation required once the forms are distributed to the various landlords and their counsel.
Execution and Acknowledgment. Each Landlord Waiver is to be executed by (i) the applicable landlord (or its authorized representative), (ii) the applicable Loan Party as tenant under the relevant lease, and (iii) Crescent Harbor Bank, N.A., in its capacity as Collateral Agent, as the acknowledged beneficiary of the waiver. In some cases, particularly with respect to outlet store locations within managed premium outlet centers, the landlord may require that the waiver be executed by the landlord's property management company or its corporate parent. We will work with CRH to identify these situations in advance and adjust the signature blocks accordingly.
Key Provisions. Each Landlord Waiver is expected to contain, at a minimum, the following substantive provisions:
(a) A waiver by the landlord of any statutory or contractual lien, right of distraint, or similar claim against the ABL Collateral located at the applicable leased premises, or, alternatively, a subordination of such lien or right to the first-priority security interest of the Collateral Agent;
(b) An agreement by the landlord to grant the Collateral Agent (and its agents, representatives, and designees) the right to enter and access the applicable leased premises, upon reasonable notice, following the occurrence and during the continuance of an Event of Default under the Credit Agreement, for purposes of inspecting, inventorying, protecting, and removing the ABL Collateral;
(c) An agreement by the landlord to provide the Collateral Agent with a reasonable period of time — typically not less than sixty (60) days and not more than ninety (90) days — following the earlier of (i) the termination or expiration of the applicable lease and (ii) the Collateral Agent's receipt of written notice from the landlord of the tenant's default under the lease, during which the Collateral Agent may enter the premises and remove ABL Collateral, subject to the Collateral Agent's obligation to pay rent and other occupancy charges accruing during such period;
(d) An acknowledgment by the landlord that the ABL Collateral located at the premises is the personal property of the tenant (or the applicable Loan Party) and is not a fixture or part of the landlord's realty; and
(e) Appropriate notice provisions, including the Collateral Agent's address for notices.
B. List of Specified Locations Requiring Landlord Waivers
The twelve (12) leased locations identified on Schedule 6.14 to the Credit Agreement are set forth below, organized by operating entity.
Distribution Centers (Operated by Cascade Fulfillment Services Inc.)
The following three distribution centers represent the most significant concentrations of inventory ABL Collateral and should be treated as the highest priority for purposes of obtaining Landlord Waivers:
1. Kent Distribution Center — 18700 72nd Avenue South, Kent, WA 98032. This is the Loan Parties' primary west coast distribution hub and handles the largest volume of inventory by dollar value across the Cascade Retail network. The Landlord Waiver for this location is critical given the significant ABL Collateral exposure.
2. Reno Distribution Center — 4500 Logistics Parkway, Reno, NV 89506. This facility serves as the secondary west coast distribution center and also handles a substantial portion of e-commerce fulfillment for Cascade Digital Commerce Inc.
3. Columbus Distribution Center — 7200 Alum Creek Drive, Columbus, OH 43217. This facility is the Loan Parties' primary east coast and midwestern distribution hub and serves the outlet stores located in the eastern United States.
Cascade Digital Commerce Inc. — Office / Warehouse
4. Portland Office — 500 Fremont Street, Suite 200, Portland, OR 97209. This location serves as the headquarters of Cascade Digital Commerce Inc. and includes a small warehouse space used for product staging, sample inventory, and returns processing. Although the inventory concentration at this location is lower than at the distribution centers, the Credit Agreement expressly requires a Landlord Waiver for this location.
Cascade Outlet Stores LLC — Selected Outlet Store Locations (8 Stores)
The following eight outlet store locations have been identified on Schedule 6.14 as requiring Landlord Waivers. We note that many of these locations are situated within managed premium outlet centers operated by national outlet center developers, and accordingly the landlord for each location may be a subsidiary or affiliate of the outlet center operator. CRH should be prepared for the possibility that certain outlet center operators may have their own preferred form of landlord waiver or collateral access agreement, which will require negotiation to conform to the Administrative Agent's requirements.
5. Outlet Store #12 — Woodburn Premium Outlets, Woodburn, OR
6. Outlet Store #17 — Tulalip Outlet Center, Tulalip, WA
7. Outlet Store #23 — Vacaville Premium Outlets, Vacaville, CA
8. Outlet Store #31 — Aurora Farms Premium Outlets, Aurora, OH
9. Outlet Store #38 — Gilroy Premium Outlets, Gilroy, CA
10. Outlet Store #44 — Park City Outlet Mall, Park City, UT
11. Outlet Store #51 — Las Vegas South Premium Outlets, Las Vegas, NV
12. Outlet Store #58 — Wrentham Village Premium Outlets, Wrentham, MA
C. Action Items — Landlord Waivers
The following action items are required to ensure timely delivery of all Landlord Waivers:
(i) Calderwood & Harkness will prepare and circulate to CRH, Whitfield, Greer & Holloway LLP, and Crescent Harbor Bank, N.A., a proposed form of Landlord Waiver and Collateral Access Agreement for use at each of the twelve specified locations. We anticipate circulating the initial draft within five (5) business days of the date of this letter. We may prepare two forms — one tailored for the distribution center and office/warehouse locations (locations 1–4), and a second tailored for the outlet store locations (locations 5–12) — to account for differences in lease structures and landlord requirements.
(ii) CRH / Derek Tanaka is requested to provide Calderwood & Harkness with the following for each of the twelve locations, as soon as practicable and in any event no later than June 1, 2023:
(a) A complete copy of the current lease agreement (including all amendments, extensions, and supplements) for each location;
(b) The name, address, telephone number, and email address of the landlord (or its property management agent) for each location;
(c) The name and contact information of the landlord's legal counsel, if known;
(d) Identification of any provisions in the applicable lease that require landlord consent or approval for the grant of a Landlord Waiver or the assignment of any interest in tenant personal property, or that otherwise restrict the tenant's ability to permit third-party access to the premises; and
(e) Any prior Landlord Waivers or similar agreements that may have been executed in connection with prior credit facilities or financing arrangements.
(iii) CRH should identify, at the earliest opportunity, any locations where landlord consent provisions, lease restrictions, or known landlord reluctance may create delays in obtaining executed Landlord Waivers. If CRH anticipates difficulty with respect to any particular location, please advise us immediately so that we can engage with the applicable landlord and its counsel at the earliest possible date and, if necessary, coordinate with the Administrative Agent regarding potential extensions or alternative arrangements.
(iv) We note that locations 1 through 3 (the distribution centers) should be treated as the highest priority given the significant concentrations of inventory and other ABL Collateral held at those facilities. We recommend that CRH initiate landlord outreach for these three locations within the first week following receipt of this letter.
II. Insurance Endorsements
A. Overview
Pursuant to Section 6.06 of the Credit Agreement and Section 5.4 of the Security Agreement dated as of May 4, 2023 (the "Security Agreement"), the Loan Parties are required to maintain insurance policies covering the ABL Collateral in accordance with the requirements set forth in those agreements, and to cause the Administrative Agent (Crescent Harbor Bank, N.A.) to be named as loss payee and additional insured, as applicable, on all property, casualty, and business interruption insurance policies covering ABL Collateral.
Due Date. All required insurance endorsements must be delivered to the Administrative Agent within thirty (30) days of the Closing Date — that is, no later than June 18, 2023. This is the nearest post-closing deadline and should be given immediate attention.
Insurance Broker. The Loan Parties' insurance broker of record is Strathmore Corporation Greaves & Co., located at 311 South Wacker Drive, Suite 1600, Chicago, IL 60606. All requests for endorsement updates should be directed through Strathmore Corporation Greaves & Co. to the applicable insurance carriers.
B. Required Endorsements
The following endorsements are required:
1. Pinnacle Assurance Company (Property & Casualty Carrier)
The Loan Parties are required to cause Pinnacle Assurance Company, the property and casualty insurance carrier for the Loan Parties, to issue an updated endorsement to the Loan Parties' existing property and casualty insurance policy. The endorsement must name Crescent Harbor Bank, N.A., as Collateral Agent, as loss payee with respect to all inventory and other tangible personal property constituting ABL Collateral. The loss payee designation must be on a standard, non-contributory mortgage clause basis (or equivalent loss payable clause form) that provides that the Collateral Agent's interest in the insurance proceeds is not subject to invalidation by reason of any act or omission of the insured.
In addition, the endorsement must include a provision requiring the insurer to provide not less than thirty (30) days' prior written notice to the Collateral Agent of any cancellation, non-renewal, or material modification of the policy. Such notice is to be sent to:
Crescent Harbor Bank, N.A.
Attn: Julianne Strickland, Vice President — Loan Administration
780 Park Avenue, 30th Floor New York, NY 10021
2. Kelvantis Mutual Insurance Group (Umbrella / Business Interruption Carrier)
The Loan Parties are required to cause Kelvantis Mutual Insurance Group, the umbrella and business interruption insurance carrier for the Loan Parties, to issue an updated endorsement to the Loan Parties' existing umbrella and business interruption insurance policy. The endorsement must name Crescent Harbor Bank, N.A., as Collateral Agent, as additional insured under the policy.
As with the Pinnacle Assurance Company endorsement, the Kelvantis Mutual Insurance Group endorsement must include a provision requiring the insurer to provide not less than thirty (30) days' prior written notice to the Collateral Agent of any cancellation, non-renewal, or material modification of the policy, addressed to:
Crescent Harbor Bank, N.A.
Attn: Julianne Strickland, Vice President — Loan Administration
780 Park Avenue, 30th Floor New York, NY 10021
C. Action Items — Insurance Endorsements
(i) CRH / Priya Anand (Treasurer) is requested to promptly instruct Strathmore Corporation Greaves & Co. to prepare and issue the updated endorsements described above. We recommend that Ms. Anand contact Strathmore Corporation Greaves & Co. no later than May 30, 2023 to initiate this process, given the June 18, 2023 deadline and the lead time that insurance carriers typically require to issue endorsements.
(ii) Calderwood & Harkness will review the draft endorsement forms prepared by Strathmore Corporation Greaves & Co. (or by the applicable insurance carrier) to confirm compliance with the requirements of Section 6.06 of the Credit Agreement and Section 5.4 of the Security Agreement before the endorsements are delivered to Crescent Harbor Bank, N.A. Please instruct Strathmore Corporation Greaves & Co. to provide draft endorsements to Calderwood & Harkness for review prior to finalization.
(iii) Upon issuance, copies of the updated insurance certificates and endorsements must be delivered to each of the following:
(a) Crescent Harbor Bank, N.A. — Attn: Julianne Strickland, Vice President, 780 Park Avenue, 30th Floor, New York, NY 10021;
(b) Whitfield, Greer & Holloway LLP — Attn: Megan Proctor, Associate, 51 West 52nd Street, 35th Floor, New York, NY 10019 (Matter No. 1038-00002); and
(c) Calderwood & Harkness LLP — Attn: Marcus Leung and Sophie Tremblay, 599 Lexington Avenue, 42nd Floor, New York, NY 10022 (Matter No. 1038-00002).
III. Intercompany Note — Cascade Retail Canada ULC
A. Overview
Pursuant to Section 6.14(c) of the Credit Agreement, the Loan Parties are required to deliver to the Administrative Agent evidence of any intercompany indebtedness between any Loan Party and Cascade Retail Canada ULC ("CRC"), an unlimited liability company organized under the laws of the Province of British Columbia, Canada. CRC is an Excluded Subsidiary under the Credit Agreement and is not a Loan Party or Guarantor; however, the Credit Agreement and the related Loan Documents impose specific requirements with respect to intercompany transactions and intercompany indebtedness between the Loan Parties and CRC.
Specifically, if any intercompany loans or advances from any Loan Party to CRC are outstanding as of the Closing Date or are made after the Closing Date, the Credit Agreement requires the execution and delivery of an intercompany demand promissory note (the "Intercompany Note") evidencing such indebtedness. The Intercompany Note must be in form and substance satisfactory to the Administrative Agent and must be executed by the applicable Loan Party, as lender, and by CRC, as borrower. The Intercompany Note, once executed, is required to be pledged to the Collateral Agent under the Security Agreement and/or the Pledge Agreement dated as of May 4, 2023 (the "Pledge Agreement") as additional ABL Collateral.
Due Date. The Intercompany Note (or, if no intercompany loans are outstanding, an officer's certification confirming the absence of such loans) must be delivered to the Administrative Agent within thirty (30) days of the Closing Date — that is, no later than June 18, 2023 — or, with respect to any intercompany loan made after the Closing Date, promptly upon the making of such loan.
We note for context that the Pledge Agreement, dated as of May 4, 2023, already pledges sixty-five percent (65%) of the issued and outstanding voting equity interests in CRC to Crescent Harbor Bank, N.A., as Collateral Agent, in accordance with the customary limitation on pledges of equity interests in controlled foreign corporations under Section 956 of the Internal Revenue Code. The Intercompany Note, if required, would constitute additional pledged collateral, separate from and in addition to the pledged equity interests in CRC.
B. Action Items — Intercompany Note
(i) CRH / Elena Kowalski (Chief Financial Officer) and Priya Anand (Treasurer) are requested to confirm, at your earliest convenience and in any event no later than June 1, 2023, whether any intercompany loans, advances, or other intercompany indebtedness from any Loan Party to CRC are currently outstanding as of the Closing Date (May 19, 2023). Please provide a schedule of any such outstanding intercompany indebtedness, including the principal amount, the date of origination, the interest rate (if any), and the identity of the Loan Party that is the lender.
(ii) If intercompany loans or advances are currently outstanding, Calderwood & Harkness will prepare an intercompany demand promissory note for execution by the applicable Loan Party (as lender) and CRC (as borrower). We will also prepare any amendments or supplements to the Security Agreement or Pledge Agreement necessary to effectuate the pledge of such Intercompany Note to the Collateral Agent. We anticipate that the form of Intercompany Note will be straightforward and should not require extensive negotiation, but we will circulate the draft to Whitfield, Greer & Holloway LLP and Crescent Harbor Bank, N.A. for review and approval.
(iii) If no intercompany loans or advances from any Loan Party to CRC are currently outstanding as of the Closing Date, CRH is requested to provide an officer's certification confirming the same, signed by an authorized officer of CRH (we recommend that Ms. Kowalski or Ms. Anand execute this certification). Calderwood & Harkness will prepare the form of officer's certification for CRH's use.
(iv) Please note that even if no intercompany loans are currently outstanding, Section 7.02(d) of the Credit Agreement imposes ongoing limitations on intercompany indebtedness, and Section 6.14(c) requires that CRH execute and deliver an Intercompany Note in the form described above promptly upon the making of any future intercompany loan or advance to CRC. CRH should implement internal procedures to ensure that any future intercompany loans to CRC are flagged for compliance with this requirement.
IV. Summary Schedule of Post-Closing Obligations
The following table summarizes all post-closing deliverables, the party or parties responsible for each deliverable, the applicable due date, and the current status of each item. We will update this schedule on a regular basis and circulate revised versions to CRH, Whitfield, Greer & Holloway LLP, and Crescent Harbor Bank, N.A. as items are completed.
V. Additional Reminders — Ongoing Reporting Obligations
While not post-closing deliverables within the meaning of Section 6.14 of the Credit Agreement, the following ongoing reporting and compliance obligations will come due shortly after the Closing Date, and we wish to bring them to CRH's attention now so that the necessary preparations can be made in parallel with the post-closing deliverable process.
Borrowing Base Certificates. Pursuant to Section 6.02(a) of the Credit Agreement, the first post-closing Borrowing Base Certificate is due on June 15, 2023. Thereafter, Borrowing Base Certificates are due monthly, by the fifteenth (15th) day of each calendar month, based on data as of the last day of the immediately preceding calendar month. In the event that Availability (as defined in the Credit Agreement) falls below $45,000,000 at any time, the reporting frequency increases to weekly — i.e., Borrowing Base Certificates would be due by the second (2nd) Business Day of each week, based on data as of the close of business on the immediately preceding Friday.
Compliance Certificates. Pursuant to Section 6.02(b) of the Credit Agreement, the first post-closing Compliance Certificate is due on August 14, 2023, which is within forty-five (45) days after the end of the Loan Parties' second fiscal quarter of 2023 (quarter ending June 30, 2023). Compliance Certificates are required to be delivered within forty-five (45) days after the end of each fiscal quarter and within ninety (90) days after the end of each fiscal year, concurrently with the delivery of quarterly and annual financial statements, respectively.
Annual Audited Financial Statements. Pursuant to Section 6.01(a) of the Credit Agreement, audited consolidated financial statements of CRH and its Subsidiaries are required to be delivered within ninety (90) days after the end of each fiscal year. The Loan Parties' fiscal year ends on December 31. Accordingly, the first set of annual audited financial statements required to be delivered under the Credit Agreement will be those for the fiscal year ending December 31, 2023, which will be due on or before March 31, 2024.
Quarterly Unaudited Financial Statements. Pursuant to Section 6.01(b) of the Credit Agreement, unaudited consolidated financial statements of CRH and its Subsidiaries are required to be delivered within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year.
Annual Inventory Appraisal. Pursuant to Section 6.07 of the Credit Agreement, the Loan Parties are required to cause an inventory appraisal to be conducted annually by Ridgeline Asset Advisors LLC (or another nationally recognized appraisal firm acceptable to the Administrative Agent) at the Borrowers' sole expense. In the event that Availability falls below $60,000,000 at any time, the appraisal frequency increases to semi-annual. The timing of the first inventory appraisal will be determined in coordination with the Administrative Agent.
Annual Field Examination. Pursuant to Section 6.07 of the Credit Agreement, the Loan Parties are required to permit and facilitate an annual field examination of the Loan Parties' books, records, inventory, and accounts receivable at the Borrowers' sole expense. As with the inventory appraisal, the field examination frequency increases to semi-annual in the event that Availability falls below $60,000,000.
We note, for your reference, that current undrawn Availability under the Credit Agreement, as of the Closing Date, is approximately $150,000,000, which is well above each of the trigger thresholds described above (i.e., the $45,000,000 weekly reporting trigger and the $60,000,000 semi-annual appraisal/field exam trigger). Accordingly, as of the date hereof, the standard reporting frequencies (monthly Borrowing Base Certificates, annual appraisals, and annual field examinations) apply.
VI. Contact Information and Coordination
To facilitate efficient completion of all post-closing deliverables, we set forth below the relevant contact information for each of the parties involved in the post-closing process.
A. Calderwood & Harkness LLP — Borrowers' Counsel
The following attorneys at Calderwood & Harkness will be handling the post-closing matters described in this letter:
Marcus Leung, Associate — Banking & Finance Group Primary contact for day-to-day post-closing coordination Telephone: (212) 558-4127
Email: mleung@calderwoodharkness.com
Sophie Tremblay, Associate — Banking & Finance Group Assisting with landlord waiver preparation and insurance endorsement review Telephone: (212) 558-4293
Email: stremblay@calderwoodharkness.com
Claudia Merritt, Partner — Banking & Finance Group Available for escalation and substantive questions Telephone: (212) 558-4015
Email: cmerritt@calderwoodharkness.com
B. CRH Internal Contacts
We request that CRH designate one or two internal points of contact to serve as the primary liaisons with Calderwood & Harkness on post-closing matters. We suggest Derek Tanaka (General Counsel) and/or Priya Anand (Treasurer) as the most appropriate contacts given the nature of the deliverables. Please confirm CRH's preferred internal point(s) of contact at your earliest convenience.
In addition, we request that CRH provide the following information promptly:
(a) Current lease contacts and landlord information for each of the twelve locations identified in Section I above;
(b) Current insurance policy details, including policy numbers, effective dates, and the contact at Strathmore Corporation Greaves & Co. who will be handling the endorsement requests; and
(c) Confirmation from Elena Kowalski and/or Priya Anand regarding the intercompany loan status with Cascade Retail Canada ULC, as described in Section III above.
C. Lenders' Counsel
Whitfield, Greer & Holloway LLP 51 West 52nd Street, 35th Floor New York, NY 10019 Matter No.: 1038-00002
Bernard Ashford, Partner Telephone: (212) 492-6700
Email: bashford@wghlaw.com
Megan Proctor, Associate Telephone: (212) 492-6845
Email: mproctor@wghlaw.com
D. Administrative Agent and Collateral Agent
Crescent Harbor Bank, N.A. 780 Park Avenue, 30th Floor New York, NY 10021
Thomas Reiland, Managing Director Telephone: (212) 870-3400
Email: thomas.reiland@crescentharbor.com
Julianne Strickland, Vice President — Loan Administration Telephone: (212) 870-3512
Email: julianne.strickland@crescentharbor.com
We trust the foregoing provides a comprehensive and useful overview of all post-closing deliverables arising under the Credit Agreement and the related Loan Documents. We cannot overstate the importance of timely compliance with each of the obligations described in this letter. Failure to deliver any post-closing item by the applicable deadline could give rise to a Default or Event of Default under the Credit Agreement, which would have significant adverse consequences for the Loan Parties and their access to the Revolving Credit Facility.
Calderwood & Harkness is fully committed to ensuring the smooth and timely completion of all post-closing deliverables. We will monitor each item closely, provide regular status updates, and coordinate with Whitfield, Greer & Holloway LLP and Crescent Harbor Bank, N.A. as necessary to obtain timely approvals of all deliverable forms.
We would welcome the opportunity to schedule a call with the CRH team — including yourself, Ms. Kowalski, and Ms. Anand — at your earliest convenience to discuss the timeline, priorities, and any anticipated challenges with respect to the post-closing deliverables. Please let us know your availability during the week of May 29, 2023, and we will coordinate a convenient time.
Thank you for your continued confidence in Calderwood & Harkness. Please do not hesitate to contact me, Sophie Tremblay, or Claudia Merritt if you have any questions regarding the matters addressed in this letter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Marcus Leung Associate — Banking & Finance Group 599 Lexington Avenue, 42nd Floor New York, NY 10022 Telephone: (212) 558-4127
Email: mleung@calderwoodharkness.com
cc: (via email)
Claudia Merritt, Partner, Calderwood & Harkness LLP Ian Blackwood, Partner, Calderwood & Harkness LLP Elena Kowalski, Chief Financial Officer, Cascade Retail Holdings Inc. Priya Anand, Treasurer, Cascade Retail Holdings Inc. Nathaniel Voss, Chief Executive Officer, Cascade Retail Holdings Inc.
Enclosures: None. Forms of Landlord Waiver / Collateral Access Agreement to follow under separate cover.
Item No. | Deliverable | Responsible Party | Due Date | Status
1 | Landlord Waiver — Kent Distribution Center (18700 72nd Ave S, Kent, WA 98032) | CRH / Cascade Fulfillment Services Inc.; C&H to prepare form | July 18, 2023 | Pending
2 | Landlord Waiver — Reno Distribution Center (4500 Logistics Pkwy, Reno, NV 89506) | CRH / Cascade Fulfillment Services Inc.; C&H to prepare form | July 18, 2023 | Pending
3 | Landlord Waiver — Columbus Distribution Center (7200 Alum Creek Dr, Columbus, OH 43217) | CRH / Cascade Fulfillment Services Inc.; C&H to prepare form | July 18, 2023 | Pending
4 | Landlord Waiver — Portland Office (500 Fremont St, Ste 200, Portland, OR 97209) | CRH / Cascade Digital Commerce Inc.; C&H to prepare form | July 18, 2023 | Pending
5 | Landlord Waiver — Outlet Store #12, Woodburn Premium Outlets, Woodburn, OR | CRH / Cascade Outlet Stores LLC; C&H to prepare form | July 18, 2023 | Pending
6 | Landlord Waiver — Outlet Store #17, Tulalip Outlet Center, Tulalip, WA | CRH / Cascade Outlet Stores LLC; C&H to prepare form | July 18, 2023 | Pending
7 | Landlord Waiver — Outlet Store #23, Vacaville Premium Outlets, Vacaville, CA | CRH / Cascade Outlet Stores LLC; C&H to prepare form | July 18, 2023 | Pending
8 | Landlord Waiver — Outlet Store #31, Aurora Farms Premium Outlets, Aurora, OH | CRH / Cascade Outlet Stores LLC; C&H to prepare form | July 18, 2023 | Pending
9 | Landlord Waiver — Outlet Store #38, Gilroy Premium Outlets, Gilroy, CA | CRH / Cascade Outlet Stores LLC; C&H to prepare form | July 18, 2023 | Pending
10 | Landlord Waiver — Outlet Store #44, Park City Outlet Mall, Park City, UT | CRH / Cascade Outlet Stores LLC; C&H to prepare form | July 18, 2023 | Pending
11 | Landlord Waiver — Outlet Store #51, Las Vegas South Premium Outlets, Las Vegas, NV | CRH / Cascade Outlet Stores LLC; C&H to prepare form | July 18, 2023 | Pending
12 | Landlord Waiver — Outlet Store #58, Wrentham Village Premium Outlets, Wrentham, MA | CRH / Cascade Outlet Stores LLC; C&H to prepare form | July 18, 2023 | Pending
13 | Insurance Endorsement — Pinnacle Assurance Company (property & casualty; loss payee endorsement) | CRH / Strathmore Corporation Greaves & Co.; C&H to review | June 18, 2023 | Pending
14 | Insurance Endorsement — Kelvantis Mutual Insurance Group (umbrella / business interruption; additional insured endorsement) | CRH / Strathmore Corporation Greaves & Co.; C&H to review | June 18, 2023 | Pending
15 | Intercompany Note (Cascade Retail Canada ULC) or Officer's Certification of No Outstanding Intercompany Loans | CRH / C&H to prepare | June 18, 2023 | Pending — Awaiting CRH Confirmation

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