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SECRETARY'S CERTIFICATE OF CASCADE RETAIL OPERATING COMPANY LLC

Delivered pursuant to Section 4.01(a)(iv) of that certain Credit Agreement, dated as of May 4, 2023 (effective May 19, 2023), among Cascade Retail Holdings Inc., a Delaware corporation, and Cascade Retail Operating Company LLC, a Delaware limited liability company, as Borrowers, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent (the "Credit Agreement")

May 19, 2023

The undersigned, Derek Tanaka, in his capacity as the duly authorized representative of Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC" or the "Company"), hereby certifies, in connection with the closing of the $300,000,000 Senior Secured Asset-Based Revolving Credit Facility provided pursuant to the Credit Agreement (the "Facility"), as follows:

CROC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. CROC is a wholly owned subsidiary of Cascade Retail Holdings Inc., a Delaware corporation ("CRH" or the "Sole Member"). CROC's Employer Identification Number (EIN) is 83-2951047. CROC's principal office is located at 2200 Elliott Avenue, Suite 1400, Seattle, Washington 98121. CROC's registered agent for service of process in the State of Delaware is Northwest Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. CROC serves as a Co-Borrower under the Credit Agreement.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

Section 1. Certificate of Formation

The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of CROC, as originally filed with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), as certified by the Delaware Secretary of State (the "Certificate of Formation").

The undersigned further certifies that the Certificate of Formation has not been amended, supplemented, restated, or otherwise modified since the date of its original filing, and no certificate of amendment, certificate of correction, certificate of merger, or certificate of cancellation with respect to CROC has been filed with the Delaware Secretary of State. No action has been taken, and no proceedings have been commenced, to amend, supplement, restate, or otherwise modify the Certificate of Formation, and no such action or proceedings are pending or contemplated.

The undersigned further certifies that CROC is validly existing and in good standing under the laws of the State of Delaware as of the date hereof. A certificate of good standing (also known as a certificate of status) issued by the Delaware Secretary of State, dated within ten (10) business days of the closing date of the Facility, is separately delivered to the Administrative Agent concurrently herewith as a condition to closing under Section 4.01(a)(v) of the Credit Agreement.

Section 2. Limited Liability Company Agreement

The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement of CROC, as currently in effect as of May 19, 2023 (the "LLC Agreement").

The undersigned further certifies that the LLC Agreement has not been further amended, supplemented, restated, or otherwise modified since its original adoption and execution, and it remains in full force and effect as of the date hereof. No action has been taken, and no proceedings have been commenced, to amend, supplement, restate, or otherwise modify the LLC Agreement, and no such action or proceedings are pending or contemplated.

The undersigned further certifies that Cascade Retail Holdings Inc. is the sole member of CROC and holds one hundred percent (100%) of the limited liability company membership interests in CROC. The undersigned, Derek Tanaka, serves as the authorized representative designated to act on behalf of CROC in connection with the Credit Agreement and the related Loan Documents, as further set forth in the LLC Agreement and the member resolutions attached hereto.

Section 3. Member Resolutions

The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the written consent and resolutions (the "Member Resolutions") of Cascade Retail Holdings Inc., as the sole member of CROC, duly adopted and effective as of the date indicated therein, authorizing, among other things:

(a) CROC's entry into the Credit Agreement as Co-Borrower, together with all related Loan Documents, including, without limitation, the Security Agreement, the Pledge Agreement, the Revolving Loan Notes, the Swingline Note, the Borrowing Base Certificates, the Perfection Certificate, and all other documents, agreements, instruments, and certificates required to be executed and delivered in connection therewith;

(b) CROC's borrowing under the Credit Agreement in an aggregate revolving commitment amount of Three Hundred Million Dollars ($300,000,000), secured by a first-priority lien on accounts receivable, inventory, deposit accounts, and related collateral of CROC and the other Loan Parties, in each case as more particularly described in the Security Agreement;

(c) CROC's granting of a security interest in its assets to Crescent Harbor Bank, National Association ("Crescent Harbor Bank, N.A."), in its capacity as Collateral Agent for the benefit of the Secured Parties, pursuant to the terms of the Security Agreement and the other Loan Documents;

(d) The initial borrowing on the closing date in the aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000), the proceeds of which are to be applied as follows: (i) the payoff and termination of the existing $175,000,000 revolving asset-based lending facility with Harborview Lending Group, LLC, with an outstanding principal balance of $112,450,000 as of the closing date (plus accrued and unpaid interest, fees, and breakage costs, if any); (ii) payment of closing costs, fees, and expenses in the aggregate amount of approximately $3,175,000 (including commitment fees, arrangement fees, legal fees, and filing and recording charges); and (iii) a working capital draw in the amount of $34,375,000 for general corporate purposes;

(e) The designation of the following individuals as authorized signatories to execute and deliver the Loan Documents and any related documents, certificates, instruments, and notices on behalf of CROC: Nathaniel Voss, Chief Executive Officer; Elena Kowalski, Chief Financial Officer; Priya Anand, Treasurer; and Derek Tanaka, General Counsel and Corporate Secretary; and

(f) The taking of all further actions and the execution and delivery of all further documents, instruments, certificates, and agreements as may be necessary or desirable to consummate the transactions contemplated by the Credit Agreement and the other Loan Documents.

The undersigned further certifies that the Member Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No action has been taken, and no proceedings have been commenced, to amend, modify, rescind, or revoke the Member Resolutions, and no such action or proceedings are pending or contemplated.

The undersigned further certifies that the Board of Directors of CRH adopted a resolution authorizing the transactions contemplated by the Credit Agreement on February 27, 2023 (the "Board Authorization"), and the sole member consent of CROC set forth in Exhibit C was adopted in connection therewith and pursuant to the authority granted by the Board Authorization.

Section 4. Incumbency Certificate

The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete incumbency certificate setting forth the name, title, and true specimen signature of each person authorized to execute and deliver any Loan Documents and any other documents, certificates, instruments, or notices on behalf of CROC in connection with the Credit Agreement and the transactions contemplated thereby.

The following individuals are duly authorized to execute and deliver Loan Documents and any related documents, certificates, instruments, and notices on behalf of CROC, and the specimen signatures set forth below are their true and genuine signatures:

The undersigned hereby certifies that each such person identified above holds the office or title set forth opposite his or her name, has been duly authorized by the Sole Member and the LLC Agreement to act in such capacity on behalf of CROC, and the signature set forth opposite his or her name is his or her true and genuine signature.

The undersigned further certifies that each such person was duly holding such office on May 4, 2023 (the date the Credit Agreement was executed) and continues to hold such office as of May 19, 2023 (the closing date and effective date of the Credit Agreement). No person other than those listed above has been authorized to execute or deliver Loan Documents or any related documents, certificates, instruments, or notices on behalf of CROC in connection with the Credit Agreement.

Section 5. Additional Certifications

The undersigned further certifies, for the benefit of the Administrative Agent, the Collateral Agent, and each Lender party to the Credit Agreement, as follows:

(a) No dissolution, winding up, liquidation, or termination of CROC has been commenced or is contemplated, and no event has occurred or circumstance exists that could reasonably be expected to result in the dissolution, winding up, liquidation, or termination of CROC. No petition or filing for bankruptcy, insolvency, reorganization, or similar proceeding has been filed by or against CROC, and no such petition or filing is pending or, to the best knowledge of the undersigned, threatened.

(b) The organizational documents of CROC, including the Certificate of Formation and the LLC Agreement, do not contain any restrictions, prohibitions, or limitations that would prohibit or limit CROC from entering into or performing its obligations under the Credit Agreement or any of the other Loan Documents, or from granting the security interests and liens contemplated thereby.

(c) All consents, approvals, authorizations, registrations, filings, and notices of, with, or to any governmental authority, regulatory body, or other person that are necessary for CROC to execute, deliver, and perform the Loan Documents have been duly obtained, made, or given, as applicable, and remain in full force and effect as of the date hereof. No such consent, approval, authorization, registration, filing, or notice has been revoked, withdrawn, suspended, or otherwise modified.

(d) The execution and delivery of the Loan Documents by CROC and the performance by CROC of its obligations thereunder do not and will not (i) violate or conflict with the Certificate of Formation or the LLC Agreement of CROC, (ii) violate or conflict with any applicable law, statute, rule, regulation, order, judgment, injunction, decree, or governmental directive applicable to CROC or its assets, (iii) result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, any material contract, agreement, indenture, mortgage, deed of trust, or other instrument to which CROC is a party or by which CROC or any of its assets may be bound, or (iv) result in the creation or imposition of any lien, security interest, charge, or encumbrance upon any of the assets of CROC, other than the liens and security interests created pursuant to the Loan Documents in favor of the Collateral Agent for the benefit of the Secured Parties.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of May 19, 2023.

CASCADE RETAIL OPERATING COMPANY LLC

By: ________

Name: Derek Tanaka

Title: Authorized Representative

COUNTER-CERTIFICATION

The undersigned, Elena Kowalski, in her capacity as Chief Financial Officer of Cascade Retail Holdings Inc., the sole member of Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), hereby certifies that Derek Tanaka is a duly authorized representative of CROC, holds the title of General Counsel and Corporate Secretary of Cascade Retail Holdings Inc. (the sole member of CROC), and is duly authorized to execute the foregoing Secretary's Certificate on behalf of CROC. The undersigned further certifies that the signature appearing above on the Secretary's Certificate is the true and genuine signature of Derek Tanaka. The undersigned further confirms that, as of the date hereof, Derek Tanaka continues to hold the office and title set forth above, and the Member Resolutions authorizing his execution of the Secretary's Certificate and the related Loan Documents remain in full force and effect and have not been amended, modified, rescinded, or revoked.

By: ________

Name: Elena Kowalski

Title: Chief Financial Officer of Cascade Retail Holdings Inc. (sole member of CROC)

Date: May 19, 2023

EXHIBIT A

Certificate of Formation of Cascade Retail Operating Company LLC

[Certified copy from the Delaware Secretary of State]

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS

CERTIFICATE OF FORMATION OF CASCADE RETAIL OPERATING COMPANY LLC

The undersigned authorized person, desiring to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), hereby certifies as follows:

FIRST: The name of the limited liability company is Cascade Retail Operating Company LLC.

SECOND: The address of the registered office of the limited liability company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is Northwest Registered Agents, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date set forth below.

By: ________

Name: Derek Tanaka

Title: Authorized Person

Date of Filing: September 12, 2018

The foregoing is a true and complete copy of the Certificate of Formation of Cascade Retail Operating Company LLC, File Number 7146283, as filed in the office of the Secretary of State of the State of Delaware on September 12, 2018. No amendments, corrections, or certificates of cancellation have been filed with respect to the above-referenced entity as of May 10, 2023.

Certified by: Jeffrey W. Bullock, Secretary of State, State of Delaware Authentication Number: SR20230510-3847261

EXHIBIT B

Limited Liability Company Agreement of Cascade Retail Operating Company LLC

LIMITED LIABILITY COMPANY AGREEMENT OF CASCADE RETAIL OPERATING COMPANY LLC A Delaware Limited Liability Company

Dated as of September 12, 2018

This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Cascade Retail Operating Company LLC, a Delaware limited liability company (the "Company"), is entered into and effective as of September 12, 2018, by Cascade Retail Holdings Inc., a Delaware corporation (the "Sole Member").

ARTICLE I — ORGANIZATION

Section 1.1. Formation. The Company has been formed as a Delaware limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (as amended from time to time, the "Act"), by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware.

Section 1.2. Name. The name of the Company is Cascade Retail Operating Company LLC. The business of the Company may be conducted under such name or any other name or names that the Sole Member may designate from time to time.

Section 1.3. Principal Office. The principal office of the Company is located at 2200 Elliott Avenue, Suite 1400, Seattle, Washington 98121, or such other place as the Sole Member may designate from time to time.

Section 1.4. Registered Agent and Office. The registered agent of the Company in the State of Delaware is Northwest Registered Agents, Inc., and the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The Sole Member may change the registered agent or registered office from time to time in the manner provided by the Act.

Section 1.5. Term. The Company shall have a perpetual existence unless dissolved in accordance with the Act or this Agreement.

Section 1.6. Purpose. The Company is organized for the purpose of engaging in any lawful business, activity, or purpose for which limited liability companies may be organized under the Act.

ARTICLE II — MEMBERSHIP INTERESTS

Section 2.1. Sole Member. Cascade Retail Holdings Inc. is the sole member of the Company and holds one hundred percent (100%) of the limited liability company membership interests in the Company.

Section 2.2. Additional Members. No additional members shall be admitted to the Company without the prior written consent of the Sole Member.

Section 2.3. Liability of the Sole Member. The Sole Member shall not be liable for any debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company.

ARTICLE III — MANAGEMENT

Section 3.1. Management by Sole Member. The business and affairs of the Company shall be managed by the Sole Member. The Sole Member shall have full, exclusive, and complete authority and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incidental to the management of the Company's business.

Section 3.2. Authorized Representatives. The Sole Member may designate one or more individuals as authorized representatives of the Company ("Authorized Representatives"). Authorized Representatives shall have the authority to act on behalf of the Company and to bind the Company as determined by the Sole Member. Unless otherwise restricted by written resolution of the Sole Member, each Authorized Representative shall have authority to execute and deliver any agreement, document, instrument, certificate, or notice on behalf of the Company.

Section 3.3. Authority to Enter into Credit Facilities. The Sole Member, or any Authorized Representative designated by the Sole Member, is authorized on behalf of the Company to negotiate, enter into, execute, deliver, and perform the obligations of the Company under credit agreements, loan agreements, revolving credit facilities, term loan facilities, and other financing arrangements, and to grant liens, security interests, pledges, and encumbrances on any or all of the assets and properties of the Company as collateral therefor, including, without limitation, accounts receivable, inventory, equipment, deposit accounts, general intangibles, investment property, and all proceeds and products thereof. The Sole Member, or any Authorized Representative designated by the Sole Member, is further authorized to execute and deliver all security agreements, pledge agreements, mortgages, deeds of trust, promissory notes, guarantees, subordination agreements, intercreditor agreements, deposit account control agreements, and all other documents and instruments as may be required or desirable in connection with any such financing arrangement.

Section 3.4. Officers. The Sole Member may designate one or more officers of the Company, who need not be members, and may assign titles to such officers, including, without limitation, president, vice president, secretary, treasurer, and any other titles. The authority and duties of such officers shall be as determined by the Sole Member.

ARTICLE IV — CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

Section 4.1. Capital Contributions. The Sole Member has made an initial capital contribution to the Company in the amount set forth in the books and records of the Company. The Sole Member may make additional capital contributions from time to time in such amounts as the Sole Member may determine in its sole discretion. The Sole Member shall not be required to make any additional capital contributions.

Section 4.2. Distributions. Distributions of cash or other assets of the Company shall be made to the Sole Member at such times and in such amounts as the Sole Member may determine in its sole discretion, subject to the provisions of the Act and any restrictions contained in any credit agreement or other financing arrangement to which the Company is a party.

ARTICLE V — ALLOCATIONS OF PROFITS AND LOSSES

Section 5.1. Allocations. All items of income, gain, loss, deduction, and credit of the Company shall be allocated to the Sole Member.

ARTICLE VI — DISSOLUTION

Section 6.1. Dissolution. The Company shall be dissolved only upon the earliest to occur of (a) the determination of the Sole Member to dissolve the Company, (b) the entry of a decree of judicial dissolution under the Act, or (c) any other event causing the dissolution of the Company under the Act, unless the Company is continued in accordance with the Act.

ARTICLE VII — MISCELLANEOUS

Section 7.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof.

Section 7.2. Amendments. This Agreement may be amended, supplemented, or restated only by a written instrument executed by the Sole Member.

Section 7.3. Entire Agreement. This Agreement constitutes the entire agreement of the Sole Member with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Sole Member with respect thereto.

IN WITNESS WHEREOF, the Sole Member has executed this Limited Liability Company Agreement as of September 12, 2018.

CASCADE RETAIL HOLDINGS INC. (Sole Member)

By: ________

Name: Nathaniel Voss

Title: Chief Executive Officer

EXHIBIT C

Written Consent of the Sole Member of Cascade Retail Operating Company LLC

WRITTEN CONSENT OF THE SOLE MEMBER OF CASCADE RETAIL OPERATING COMPANY LLC IN LIEU OF A SPECIAL MEETING

The undersigned, Cascade Retail Holdings Inc., a Delaware corporation (the "Sole Member"), being the sole member of Cascade Retail Operating Company LLC, a Delaware limited liability company (the "Company"), acting pursuant to Section 18-302 of the Delaware Limited Liability Company Act and the Limited Liability Company Agreement of the Company, dated as of September 12, 2018 (the "LLC Agreement"), hereby adopts the following resolutions by written consent in lieu of a meeting, effective as of the date set forth below:

RECITALS. WHEREAS, the Board of Directors of the Sole Member adopted resolutions on February 27, 2023 (the "Board Authorization"), authorizing the Sole Member and its subsidiaries, including the Company, to pursue and enter into a new senior secured asset-based revolving credit facility in an aggregate commitment amount of up to $300,000,000;

WHEREAS, the Company, together with the Sole Member, as co-borrowers (collectively, the "Borrowers"), proposes to enter into that certain Credit Agreement (the "Credit Agreement") with a syndicate of lenders (the "Lenders"), with Crescent Harbor Bank, National Association ("Crescent Harbor Bank, N.A."), acting as Administrative Agent and Collateral Agent (in such capacities, the "Agent"), providing for a $300,000,000 Senior Secured Asset-Based Revolving Credit Facility (the "Facility");

WHEREAS, the proceeds of the Facility will be used to (i) refinance and pay off the existing $175,000,000 revolving asset-based lending facility with Harborview Lending Group, LLC (the "Existing ABL Facility"), which has an outstanding principal balance of approximately $112,450,000 as of the anticipated closing date, (ii) pay closing costs, fees, and expenses associated with the Facility, and (iii) provide ongoing working capital and for other general corporate purposes of the Borrowers and their subsidiaries;

WHEREAS, in connection with the Facility, the Company will be required to grant a first-priority security interest in substantially all of its assets, including, without limitation, accounts receivable, inventory, deposit accounts, and related collateral, to the Agent for the benefit of the Secured Parties;

WHEREAS, the Sole Member has reviewed the terms and conditions of the proposed Credit Agreement and the related Loan Documents and has determined that the execution, delivery, and performance of the Credit Agreement and the Loan Documents by the Company are in the best interests of the Company; and

WHEREAS, the Sole Member desires to authorize the Company to enter into the Credit Agreement and the related Loan Documents, to borrow under the Facility, and to take all actions necessary or desirable to consummate the transactions contemplated thereby.

RESOLUTIONS. NOW, THEREFORE, BE IT:

RESOLVED, that the Company is hereby authorized to enter into the Credit Agreement as a Co-Borrower, in substantially the form presented to the Sole Member, with such changes, modifications, and amendments thereto as any Authorized Signatory (as defined below) may approve, the execution and delivery thereof by such Authorized Signatory to be conclusive evidence of such approval;

RESOLVED FURTHER, that the Company is hereby authorized to execute and deliver, in connection with the Credit Agreement, each of the following Loan Documents (and any and all amendments, supplements, restatements, modifications, and waivers thereof): (i) the Security Agreement, (ii) the Pledge Agreement, pursuant to which the Company shall pledge one hundred percent (100%) of the equity interests held by the Company in Cascade Distribution Company LLC ("CDC"), Cascade Omnichannel Services LLC ("COS"), and Cascade Fulfillment Solutions LLC ("CFS"), and sixty-five percent (65%) of the voting equity interests held by the Company in Cascade Retail Canada ULC, (iii) the Revolving Loan Notes, (iv) the Swingline Note, (v) Borrowing Base Certificates, (vi) the Perfection Certificate, (vii) Deposit Account Control Agreements with each depository bank at which the Company maintains deposit accounts, and (viii) all other documents, agreements, instruments, certificates, and notices required or contemplated to be executed and delivered by the Company in connection with the Credit Agreement and the transactions contemplated thereby (collectively with the Credit Agreement, the "Loan Documents");

RESOLVED FURTHER, that the Company is hereby authorized to grant a first-priority security interest in all of its accounts receivable, inventory, deposit accounts, securities accounts, commodity accounts, general intangibles, chattel paper, instruments, documents, letter-of-credit rights, supporting obligations, commercial tort claims, and all products and proceeds of the foregoing, to Crescent Harbor Bank, N.A., in its capacity as Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement and the other Loan Documents, and to file or authorize the filing of UCC financing statements, and any continuations, amendments, or terminations thereof, as may be necessary or desirable to perfect such security interests;

RESOLVED FURTHER, that the following individuals are hereby designated as authorized signatories (each, an "Authorized Signatory") of the Company in connection with the Credit Agreement and the Loan Documents, each acting alone and without the need for any additional approval or signature:

(i) Nathaniel Voss, Chief Executive Officer of the Sole Member;

(ii) Elena Kowalski, Chief Financial Officer of the Sole Member;

(iii) Priya Anand, Treasurer of the Sole Member; and

(iv) Derek Tanaka, General Counsel and Corporate Secretary of the Sole Member;

RESOLVED FURTHER, that each Authorized Signatory is hereby authorized and empowered, acting singly, to take any and all actions and to execute and deliver any and all documents, instruments, certificates, agreements, and notices as such Authorized Signatory may deem necessary or desirable to consummate the transactions contemplated by the Credit Agreement and the Loan Documents, including, without limitation, (i) the initial borrowing under the Facility on the closing date in the aggregate principal amount of $150,000,000, (ii) the payoff and termination of the Existing ABL Facility with Harborview Lending Group, LLC, including the payment of all outstanding principal, accrued and unpaid interest, fees, and breakage costs, if any, and the termination of all related security interests and liens, (iii) the payment of all closing costs, fees, and expenses, (iv) the delivery of borrowing requests, compliance certificates, and financial statements as required under the Credit Agreement, and (v) the execution and delivery of any amendments, supplements, restatements, modifications, waivers, or consents in respect of any Loan Document;

RESOLVED FURTHER, that all actions heretofore taken by any Authorized Representative of the Company, or by any officer, director, employee, agent, or representative of the Sole Member acting on behalf of the Company, in connection with the negotiation, preparation, execution, and delivery of the Credit Agreement and the Loan Documents, and in connection with the transactions contemplated thereby, are hereby ratified, confirmed, and approved in all respects; and

RESOLVED FURTHER, that these resolutions shall remain in full force and effect until amended, modified, rescinded, or revoked by a subsequent written consent of the Sole Member.

This Written Consent may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Written Consent shall be effective as of the date set forth below and shall be filed with the records of the Company.

CASCADE RETAIL HOLDINGS INC. (Sole Member of Cascade Retail Operating Company LLC)

By: ________

Name: Nathaniel Voss

Title: Chief Executive Officer

Date: March 1, 2023

EXHIBIT D

Incumbency Certificate of Cascade Retail Operating Company LLC

INCUMBENCY CERTIFICATE OF CASCADE RETAIL OPERATING COMPANY LLC

May 19, 2023

In connection with that certain Credit Agreement, dated as of May 4, 2023 (effective May 19, 2023) (the "Credit Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation, and Cascade Retail Operating Company LLC, a Delaware limited liability company (the "Company"), as Borrowers, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, the undersigned authorized representative of the Company hereby certifies that the following persons are the duly authorized representatives of the Company, each holding the office or title set forth opposite his or her name below, and each authorized to execute and deliver, on behalf of the Company, the Loan Documents and any other documents, certificates, instruments, agreements, and notices required or contemplated to be executed and delivered by the Company in connection with the Credit Agreement and the transactions contemplated thereby.

The specimen signature set forth opposite each such person's name below is the true and genuine signature of such person:

The undersigned hereby certifies that each individual identified above: (a) holds the office or title set forth opposite his or her name as of the date hereof; (b) has been duly authorized by the Sole Member of the Company and pursuant to the LLC Agreement to act in such capacity on behalf of the Company; (c) was holding such office on May 4, 2023 (the date the Credit Agreement was executed) and continues to hold such office as of May 19, 2023 (the closing date and effective date of the Credit Agreement); and (d) the signature set forth opposite his or her name above is his or her true and genuine signature.

No person other than those identified above has been authorized to execute or deliver Loan Documents or any other documents, certificates, instruments, agreements, or notices on behalf of the Company in connection with the Credit Agreement and the transactions contemplated thereby.

This Incumbency Certificate is delivered pursuant to Section 4.01(a)(iv) of the Credit Agreement and shall remain in effect until the Administrative Agent receives written notice from the Company identifying any changes to the authorized representatives listed herein.

CASCADE RETAIL OPERATING COMPANY LLC

By: ________

Name: Derek Tanaka

Title: Authorized Representative

Date: May 19, 2023

[End of Secretary's Certificate and Exhibits]

Name	Title	Specimen Signature
Nathaniel Voss	Chief Executive Officer of CRH (authorized representative of CROC)	______
Elena Kowalski	Chief Financial Officer of CRH (authorized representative of CROC)	______
Priya Anand	Treasurer of CRH (authorized representative of CROC)	______
Derek Tanaka	General Counsel & Corporate Secretary of CRH (authorized representative of CROC)	______
Name	Title	Specimen Signature
Nathaniel Voss	Chief Executive Officer of Cascade Retail Holdings Inc., authorized representative of the Company	________
Elena Kowalski	Chief Financial Officer of Cascade Retail Holdings Inc., authorized representative of the Company	________
Priya Anand	Treasurer of Cascade Retail Holdings Inc., authorized representative of the Company	________
Derek Tanaka	General Counsel & Corporate Secretary of Cascade Retail Holdings Inc., authorized representative of the Company	________

SECRETARY'S CERTIFICATE OF CASCADE RETAIL OPERATING COMPANY LLC
Delivered pursuant to Section 4.01(a)(iv) of that certain Credit Agreement, dated as of May 4, 2023 (effective May 19, 2023), among Cascade Retail Holdings Inc., a Delaware corporation, and Cascade Retail Operating Company LLC, a Delaware limited liability company, as Borrowers, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent (the "Credit Agreement")
May 19, 2023
The undersigned, Derek Tanaka, in his capacity as the duly authorized representative of Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC" or the "Company"), hereby certifies, in connection with the closing of the $300,000,000 Senior Secured Asset-Based Revolving Credit Facility provided pursuant to the Credit Agreement (the "Facility"), as follows:
CROC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. CROC is a wholly owned subsidiary of Cascade Retail Holdings Inc., a Delaware corporation ("CRH" or the "Sole Member"). CROC's Employer Identification Number (EIN) is 83-2951047. CROC's principal office is located at 2200 Elliott Avenue, Suite 1400, Seattle, Washington 98121. CROC's registered agent for service of process in the State of Delaware is Northwest Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. CROC serves as a Co-Borrower under the Credit Agreement.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
Section 1. Certificate of Formation
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of CROC, as originally filed with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), as certified by the Delaware Secretary of State (the "Certificate of Formation").
The undersigned further certifies that the Certificate of Formation has not been amended, supplemented, restated, or otherwise modified since the date of its original filing, and no certificate of amendment, certificate of correction, certificate of merger, or certificate of cancellation with respect to CROC has been filed with the Delaware Secretary of State. No action has been taken, and no proceedings have been commenced, to amend, supplement, restate, or otherwise modify the Certificate of Formation, and no such action or proceedings are pending or contemplated.
The undersigned further certifies that CROC is validly existing and in good standing under the laws of the State of Delaware as of the date hereof. A certificate of good standing (also known as a certificate of status) issued by the Delaware Secretary of State, dated within ten (10) business days of the closing date of the Facility, is separately delivered to the Administrative Agent concurrently herewith as a condition to closing under Section 4.01(a)(v) of the Credit Agreement.
Section 2. Limited Liability Company Agreement
The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement of CROC, as currently in effect as of May 19, 2023 (the "LLC Agreement").
The undersigned further certifies that the LLC Agreement has not been further amended, supplemented, restated, or otherwise modified since its original adoption and execution, and it remains in full force and effect as of the date hereof. No action has been taken, and no proceedings have been commenced, to amend, supplement, restate, or otherwise modify the LLC Agreement, and no such action or proceedings are pending or contemplated.
The undersigned further certifies that Cascade Retail Holdings Inc. is the sole member of CROC and holds one hundred percent (100%) of the limited liability company membership interests in CROC. The undersigned, Derek Tanaka, serves as the authorized representative designated to act on behalf of CROC in connection with the Credit Agreement and the related Loan Documents, as further set forth in the LLC Agreement and the member resolutions attached hereto.
Section 3. Member Resolutions
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the written consent and resolutions (the "Member Resolutions") of Cascade Retail Holdings Inc., as the sole member of CROC, duly adopted and effective as of the date indicated therein, authorizing, among other things:
(a) CROC's entry into the Credit Agreement as Co-Borrower, together with all related Loan Documents, including, without limitation, the Security Agreement, the Pledge Agreement, the Revolving Loan Notes, the Swingline Note, the Borrowing Base Certificates, the Perfection Certificate, and all other documents, agreements, instruments, and certificates required to be executed and delivered in connection therewith;
(b) CROC's borrowing under the Credit Agreement in an aggregate revolving commitment amount of Three Hundred Million Dollars ($300,000,000), secured by a first-priority lien on accounts receivable, inventory, deposit accounts, and related collateral of CROC and the other Loan Parties, in each case as more particularly described in the Security Agreement;
(c) CROC's granting of a security interest in its assets to Crescent Harbor Bank, National Association ("Crescent Harbor Bank, N.A."), in its capacity as Collateral Agent for the benefit of the Secured Parties, pursuant to the terms of the Security Agreement and the other Loan Documents;
(d) The initial borrowing on the closing date in the aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000), the proceeds of which are to be applied as follows: (i) the payoff and termination of the existing $175,000,000 revolving asset-based lending facility with Harborview Lending Group, LLC, with an outstanding principal balance of $112,450,000 as of the closing date (plus accrued and unpaid interest, fees, and breakage costs, if any); (ii) payment of closing costs, fees, and expenses in the aggregate amount of approximately $3,175,000 (including commitment fees, arrangement fees, legal fees, and filing and recording charges); and (iii) a working capital draw in the amount of $34,375,000 for general corporate purposes;
(e) The designation of the following individuals as authorized signatories to execute and deliver the Loan Documents and any related documents, certificates, instruments, and notices on behalf of CROC: Nathaniel Voss, Chief Executive Officer; Elena Kowalski, Chief Financial Officer; Priya Anand, Treasurer; and Derek Tanaka, General Counsel and Corporate Secretary; and
(f) The taking of all further actions and the execution and delivery of all further documents, instruments, certificates, and agreements as may be necessary or desirable to consummate the transactions contemplated by the Credit Agreement and the other Loan Documents.
The undersigned further certifies that the Member Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No action has been taken, and no proceedings have been commenced, to amend, modify, rescind, or revoke the Member Resolutions, and no such action or proceedings are pending or contemplated.
The undersigned further certifies that the Board of Directors of CRH adopted a resolution authorizing the transactions contemplated by the Credit Agreement on February 27, 2023 (the "Board Authorization"), and the sole member consent of CROC set forth in Exhibit C was adopted in connection therewith and pursuant to the authority granted by the Board Authorization.
Section 4. Incumbency Certificate
The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete incumbency certificate setting forth the name, title, and true specimen signature of each person authorized to execute and deliver any Loan Documents and any other documents, certificates, instruments, or notices on behalf of CROC in connection with the Credit Agreement and the transactions contemplated thereby.
The following individuals are duly authorized to execute and deliver Loan Documents and any related documents, certificates, instruments, and notices on behalf of CROC, and the specimen signatures set forth below are their true and genuine signatures:
The undersigned hereby certifies that each such person identified above holds the office or title set forth opposite his or her name, has been duly authorized by the Sole Member and the LLC Agreement to act in such capacity on behalf of CROC, and the signature set forth opposite his or her name is his or her true and genuine signature.
The undersigned further certifies that each such person was duly holding such office on May 4, 2023 (the date the Credit Agreement was executed) and continues to hold such office as of May 19, 2023 (the closing date and effective date of the Credit Agreement). No person other than those listed above has been authorized to execute or deliver Loan Documents or any related documents, certificates, instruments, or notices on behalf of CROC in connection with the Credit Agreement.
Section 5. Additional Certifications
The undersigned further certifies, for the benefit of the Administrative Agent, the Collateral Agent, and each Lender party to the Credit Agreement, as follows:
(a) No dissolution, winding up, liquidation, or termination of CROC has been commenced or is contemplated, and no event has occurred or circumstance exists that could reasonably be expected to result in the dissolution, winding up, liquidation, or termination of CROC. No petition or filing for bankruptcy, insolvency, reorganization, or similar proceeding has been filed by or against CROC, and no such petition or filing is pending or, to the best knowledge of the undersigned, threatened.
(b) The organizational documents of CROC, including the Certificate of Formation and the LLC Agreement, do not contain any restrictions, prohibitions, or limitations that would prohibit or limit CROC from entering into or performing its obligations under the Credit Agreement or any of the other Loan Documents, or from granting the security interests and liens contemplated thereby.
(c) All consents, approvals, authorizations, registrations, filings, and notices of, with, or to any governmental authority, regulatory body, or other person that are necessary for CROC to execute, deliver, and perform the Loan Documents have been duly obtained, made, or given, as applicable, and remain in full force and effect as of the date hereof. No such consent, approval, authorization, registration, filing, or notice has been revoked, withdrawn, suspended, or otherwise modified.
(d) The execution and delivery of the Loan Documents by CROC and the performance by CROC of its obligations thereunder do not and will not (i) violate or conflict with the Certificate of Formation or the LLC Agreement of CROC, (ii) violate or conflict with any applicable law, statute, rule, regulation, order, judgment, injunction, decree, or governmental directive applicable to CROC or its assets, (iii) result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, any material contract, agreement, indenture, mortgage, deed of trust, or other instrument to which CROC is a party or by which CROC or any of its assets may be bound, or (iv) result in the creation or imposition of any lien, security interest, charge, or encumbrance upon any of the assets of CROC, other than the liens and security interests created pursuant to the Loan Documents in favor of the Collateral Agent for the benefit of the Secured Parties.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of May 19, 2023.
CASCADE RETAIL OPERATING COMPANY LLC
By: ________
Name: Derek Tanaka
Title: Authorized Representative
COUNTER-CERTIFICATION
The undersigned, Elena Kowalski, in her capacity as Chief Financial Officer of Cascade Retail Holdings Inc., the sole member of Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), hereby certifies that Derek Tanaka is a duly authorized representative of CROC, holds the title of General Counsel and Corporate Secretary of Cascade Retail Holdings Inc. (the sole member of CROC), and is duly authorized to execute the foregoing Secretary's Certificate on behalf of CROC. The undersigned further certifies that the signature appearing above on the Secretary's Certificate is the true and genuine signature of Derek Tanaka. The undersigned further confirms that, as of the date hereof, Derek Tanaka continues to hold the office and title set forth above, and the Member Resolutions authorizing his execution of the Secretary's Certificate and the related Loan Documents remain in full force and effect and have not been amended, modified, rescinded, or revoked.
By: ________
Name: Elena Kowalski
Title: Chief Financial Officer of Cascade Retail Holdings Inc. (sole member of CROC)
Date: May 19, 2023
EXHIBIT A
Certificate of Formation of Cascade Retail Operating Company LLC
[Certified copy from the Delaware Secretary of State]
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS
CERTIFICATE OF FORMATION OF CASCADE RETAIL OPERATING COMPANY LLC
The undersigned authorized person, desiring to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), hereby certifies as follows:
FIRST: The name of the limited liability company is Cascade Retail Operating Company LLC.
SECOND: The address of the registered office of the limited liability company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is Northwest Registered Agents, Inc.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date set forth below.
By: ________
Name: Derek Tanaka
Title: Authorized Person
Date of Filing: September 12, 2018
The foregoing is a true and complete copy of the Certificate of Formation of Cascade Retail Operating Company LLC, File Number 7146283, as filed in the office of the Secretary of State of the State of Delaware on September 12, 2018. No amendments, corrections, or certificates of cancellation have been filed with respect to the above-referenced entity as of May 10, 2023.
Certified by: Jeffrey W. Bullock, Secretary of State, State of Delaware Authentication Number: SR20230510-3847261
EXHIBIT B
Limited Liability Company Agreement of Cascade Retail Operating Company LLC
LIMITED LIABILITY COMPANY AGREEMENT OF CASCADE RETAIL OPERATING COMPANY LLC A Delaware Limited Liability Company
Dated as of September 12, 2018
This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Cascade Retail Operating Company LLC, a Delaware limited liability company (the "Company"), is entered into and effective as of September 12, 2018, by Cascade Retail Holdings Inc., a Delaware corporation (the "Sole Member").
ARTICLE I — ORGANIZATION
Section 1.1. Formation. The Company has been formed as a Delaware limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (as amended from time to time, the "Act"), by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware.
Section 1.2. Name. The name of the Company is Cascade Retail Operating Company LLC. The business of the Company may be conducted under such name or any other name or names that the Sole Member may designate from time to time.
Section 1.3. Principal Office. The principal office of the Company is located at 2200 Elliott Avenue, Suite 1400, Seattle, Washington 98121, or such other place as the Sole Member may designate from time to time.
Section 1.4. Registered Agent and Office. The registered agent of the Company in the State of Delaware is Northwest Registered Agents, Inc., and the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The Sole Member may change the registered agent or registered office from time to time in the manner provided by the Act.
Section 1.5. Term. The Company shall have a perpetual existence unless dissolved in accordance with the Act or this Agreement.
Section 1.6. Purpose. The Company is organized for the purpose of engaging in any lawful business, activity, or purpose for which limited liability companies may be organized under the Act.
ARTICLE II — MEMBERSHIP INTERESTS
Section 2.1. Sole Member. Cascade Retail Holdings Inc. is the sole member of the Company and holds one hundred percent (100%) of the limited liability company membership interests in the Company.
Section 2.2. Additional Members. No additional members shall be admitted to the Company without the prior written consent of the Sole Member.
Section 2.3. Liability of the Sole Member. The Sole Member shall not be liable for any debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company.
ARTICLE III — MANAGEMENT
Section 3.1. Management by Sole Member. The business and affairs of the Company shall be managed by the Sole Member. The Sole Member shall have full, exclusive, and complete authority and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incidental to the management of the Company's business.
Section 3.2. Authorized Representatives. The Sole Member may designate one or more individuals as authorized representatives of the Company ("Authorized Representatives"). Authorized Representatives shall have the authority to act on behalf of the Company and to bind the Company as determined by the Sole Member. Unless otherwise restricted by written resolution of the Sole Member, each Authorized Representative shall have authority to execute and deliver any agreement, document, instrument, certificate, or notice on behalf of the Company.
Section 3.3. Authority to Enter into Credit Facilities. The Sole Member, or any Authorized Representative designated by the Sole Member, is authorized on behalf of the Company to negotiate, enter into, execute, deliver, and perform the obligations of the Company under credit agreements, loan agreements, revolving credit facilities, term loan facilities, and other financing arrangements, and to grant liens, security interests, pledges, and encumbrances on any or all of the assets and properties of the Company as collateral therefor, including, without limitation, accounts receivable, inventory, equipment, deposit accounts, general intangibles, investment property, and all proceeds and products thereof. The Sole Member, or any Authorized Representative designated by the Sole Member, is further authorized to execute and deliver all security agreements, pledge agreements, mortgages, deeds of trust, promissory notes, guarantees, subordination agreements, intercreditor agreements, deposit account control agreements, and all other documents and instruments as may be required or desirable in connection with any such financing arrangement.
Section 3.4. Officers. The Sole Member may designate one or more officers of the Company, who need not be members, and may assign titles to such officers, including, without limitation, president, vice president, secretary, treasurer, and any other titles. The authority and duties of such officers shall be as determined by the Sole Member.
ARTICLE IV — CAPITAL CONTRIBUTIONS; DISTRIBUTIONS
Section 4.1. Capital Contributions. The Sole Member has made an initial capital contribution to the Company in the amount set forth in the books and records of the Company. The Sole Member may make additional capital contributions from time to time in such amounts as the Sole Member may determine in its sole discretion. The Sole Member shall not be required to make any additional capital contributions.
Section 4.2. Distributions. Distributions of cash or other assets of the Company shall be made to the Sole Member at such times and in such amounts as the Sole Member may determine in its sole discretion, subject to the provisions of the Act and any restrictions contained in any credit agreement or other financing arrangement to which the Company is a party.
ARTICLE V — ALLOCATIONS OF PROFITS AND LOSSES
Section 5.1. Allocations. All items of income, gain, loss, deduction, and credit of the Company shall be allocated to the Sole Member.
ARTICLE VI — DISSOLUTION
Section 6.1. Dissolution. The Company shall be dissolved only upon the earliest to occur of (a) the determination of the Sole Member to dissolve the Company, (b) the entry of a decree of judicial dissolution under the Act, or (c) any other event causing the dissolution of the Company under the Act, unless the Company is continued in accordance with the Act.
ARTICLE VII — MISCELLANEOUS
Section 7.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof.
Section 7.2. Amendments. This Agreement may be amended, supplemented, or restated only by a written instrument executed by the Sole Member.
Section 7.3. Entire Agreement. This Agreement constitutes the entire agreement of the Sole Member with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Sole Member with respect thereto.
IN WITNESS WHEREOF, the Sole Member has executed this Limited Liability Company Agreement as of September 12, 2018.
CASCADE RETAIL HOLDINGS INC. (Sole Member)
By: ________
Name: Nathaniel Voss
Title: Chief Executive Officer
EXHIBIT C
Written Consent of the Sole Member of Cascade Retail Operating Company LLC
WRITTEN CONSENT OF THE SOLE MEMBER OF CASCADE RETAIL OPERATING COMPANY LLC IN LIEU OF A SPECIAL MEETING
The undersigned, Cascade Retail Holdings Inc., a Delaware corporation (the "Sole Member"), being the sole member of Cascade Retail Operating Company LLC, a Delaware limited liability company (the "Company"), acting pursuant to Section 18-302 of the Delaware Limited Liability Company Act and the Limited Liability Company Agreement of the Company, dated as of September 12, 2018 (the "LLC Agreement"), hereby adopts the following resolutions by written consent in lieu of a meeting, effective as of the date set forth below:
RECITALS.  WHEREAS, the Board of Directors of the Sole Member adopted resolutions on February 27, 2023 (the "Board Authorization"), authorizing the Sole Member and its subsidiaries, including the Company, to pursue and enter into a new senior secured asset-based revolving credit facility in an aggregate commitment amount of up to $300,000,000;
WHEREAS, the Company, together with the Sole Member, as co-borrowers (collectively, the "Borrowers"), proposes to enter into that certain Credit Agreement (the "Credit Agreement") with a syndicate of lenders (the "Lenders"), with Crescent Harbor Bank, National Association ("Crescent Harbor Bank, N.A."), acting as Administrative Agent and Collateral Agent (in such capacities, the "Agent"), providing for a $300,000,000 Senior Secured Asset-Based Revolving Credit Facility (the "Facility");
WHEREAS, the proceeds of the Facility will be used to (i) refinance and pay off the existing $175,000,000 revolving asset-based lending facility with Harborview Lending Group, LLC (the "Existing ABL Facility"), which has an outstanding principal balance of approximately $112,450,000 as of the anticipated closing date, (ii) pay closing costs, fees, and expenses associated with the Facility, and (iii) provide ongoing working capital and for other general corporate purposes of the Borrowers and their subsidiaries;
WHEREAS, in connection with the Facility, the Company will be required to grant a first-priority security interest in substantially all of its assets, including, without limitation, accounts receivable, inventory, deposit accounts, and related collateral, to the Agent for the benefit of the Secured Parties;
WHEREAS, the Sole Member has reviewed the terms and conditions of the proposed Credit Agreement and the related Loan Documents and has determined that the execution, delivery, and performance of the Credit Agreement and the Loan Documents by the Company are in the best interests of the Company; and
WHEREAS, the Sole Member desires to authorize the Company to enter into the Credit Agreement and the related Loan Documents, to borrow under the Facility, and to take all actions necessary or desirable to consummate the transactions contemplated thereby.
RESOLUTIONS.  NOW, THEREFORE, BE IT:
RESOLVED, that the Company is hereby authorized to enter into the Credit Agreement as a Co-Borrower, in substantially the form presented to the Sole Member, with such changes, modifications, and amendments thereto as any Authorized Signatory (as defined below) may approve, the execution and delivery thereof by such Authorized Signatory to be conclusive evidence of such approval;
RESOLVED FURTHER, that the Company is hereby authorized to execute and deliver, in connection with the Credit Agreement, each of the following Loan Documents (and any and all amendments, supplements, restatements, modifications, and waivers thereof): (i) the Security Agreement, (ii) the Pledge Agreement, pursuant to which the Company shall pledge one hundred percent (100%) of the equity interests held by the Company in Cascade Distribution Company LLC ("CDC"), Cascade Omnichannel Services LLC ("COS"), and Cascade Fulfillment Solutions LLC ("CFS"), and sixty-five percent (65%) of the voting equity interests held by the Company in Cascade Retail Canada ULC, (iii) the Revolving Loan Notes, (iv) the Swingline Note, (v) Borrowing Base Certificates, (vi) the Perfection Certificate, (vii) Deposit Account Control Agreements with each depository bank at which the Company maintains deposit accounts, and (viii) all other documents, agreements, instruments, certificates, and notices required or contemplated to be executed and delivered by the Company in connection with the Credit Agreement and the transactions contemplated thereby (collectively with the Credit Agreement, the "Loan Documents");
RESOLVED FURTHER, that the Company is hereby authorized to grant a first-priority security interest in all of its accounts receivable, inventory, deposit accounts, securities accounts, commodity accounts, general intangibles, chattel paper, instruments, documents, letter-of-credit rights, supporting obligations, commercial tort claims, and all products and proceeds of the foregoing, to Crescent Harbor Bank, N.A., in its capacity as Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement and the other Loan Documents, and to file or authorize the filing of UCC financing statements, and any continuations, amendments, or terminations thereof, as may be necessary or desirable to perfect such security interests;
RESOLVED FURTHER, that the following individuals are hereby designated as authorized signatories (each, an "Authorized Signatory") of the Company in connection with the Credit Agreement and the Loan Documents, each acting alone and without the need for any additional approval or signature:
(i) Nathaniel Voss, Chief Executive Officer of the Sole Member;
(ii) Elena Kowalski, Chief Financial Officer of the Sole Member;
(iii) Priya Anand, Treasurer of the Sole Member; and
(iv) Derek Tanaka, General Counsel and Corporate Secretary of the Sole Member;
RESOLVED FURTHER, that each Authorized Signatory is hereby authorized and empowered, acting singly, to take any and all actions and to execute and deliver any and all documents, instruments, certificates, agreements, and notices as such Authorized Signatory may deem necessary or desirable to consummate the transactions contemplated by the Credit Agreement and the Loan Documents, including, without limitation, (i) the initial borrowing under the Facility on the closing date in the aggregate principal amount of $150,000,000, (ii) the payoff and termination of the Existing ABL Facility with Harborview Lending Group, LLC, including the payment of all outstanding principal, accrued and unpaid interest, fees, and breakage costs, if any, and the termination of all related security interests and liens, (iii) the payment of all closing costs, fees, and expenses, (iv) the delivery of borrowing requests, compliance certificates, and financial statements as required under the Credit Agreement, and (v) the execution and delivery of any amendments, supplements, restatements, modifications, waivers, or consents in respect of any Loan Document;
RESOLVED FURTHER, that all actions heretofore taken by any Authorized Representative of the Company, or by any officer, director, employee, agent, or representative of the Sole Member acting on behalf of the Company, in connection with the negotiation, preparation, execution, and delivery of the Credit Agreement and the Loan Documents, and in connection with the transactions contemplated thereby, are hereby ratified, confirmed, and approved in all respects; and
RESOLVED FURTHER, that these resolutions shall remain in full force and effect until amended, modified, rescinded, or revoked by a subsequent written consent of the Sole Member.
This Written Consent may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Written Consent shall be effective as of the date set forth below and shall be filed with the records of the Company.
CASCADE RETAIL HOLDINGS INC. (Sole Member of Cascade Retail Operating Company LLC)
By: ________
Name: Nathaniel Voss
Title: Chief Executive Officer
Date: March 1, 2023
EXHIBIT D
Incumbency Certificate of Cascade Retail Operating Company LLC
INCUMBENCY CERTIFICATE OF CASCADE RETAIL OPERATING COMPANY LLC
May 19, 2023
In connection with that certain Credit Agreement, dated as of May 4, 2023 (effective May 19, 2023) (the "Credit Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation, and Cascade Retail Operating Company LLC, a Delaware limited liability company (the "Company"), as Borrowers, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, the undersigned authorized representative of the Company hereby certifies that the following persons are the duly authorized representatives of the Company, each holding the office or title set forth opposite his or her name below, and each authorized to execute and deliver, on behalf of the Company, the Loan Documents and any other documents, certificates, instruments, agreements, and notices required or contemplated to be executed and delivered by the Company in connection with the Credit Agreement and the transactions contemplated thereby.
The specimen signature set forth opposite each such person's name below is the true and genuine signature of such person:
The undersigned hereby certifies that each individual identified above: (a) holds the office or title set forth opposite his or her name as of the date hereof; (b) has been duly authorized by the Sole Member of the Company and pursuant to the LLC Agreement to act in such capacity on behalf of the Company; (c) was holding such office on May 4, 2023 (the date the Credit Agreement was executed) and continues to hold such office as of May 19, 2023 (the closing date and effective date of the Credit Agreement); and (d) the signature set forth opposite his or her name above is his or her true and genuine signature.
No person other than those identified above has been authorized to execute or deliver Loan Documents or any other documents, certificates, instruments, agreements, or notices on behalf of the Company in connection with the Credit Agreement and the transactions contemplated thereby.
This Incumbency Certificate is delivered pursuant to Section 4.01(a)(iv) of the Credit Agreement and shall remain in effect until the Administrative Agent receives written notice from the Company identifying any changes to the authorized representatives listed herein.
CASCADE RETAIL OPERATING COMPANY LLC
By: ________
Name: Derek Tanaka
Title: Authorized Representative
Date: May 19, 2023
[End of Secretary's Certificate and Exhibits]
Name | Title | Specimen Signature
Nathaniel Voss | Chief Executive Officer of CRH (authorized representative of CROC) | ______
Elena Kowalski | Chief Financial Officer of CRH (authorized representative of CROC) | ______
Priya Anand | Treasurer of CRH (authorized representative of CROC) | ______
Derek Tanaka | General Counsel & Corporate Secretary of CRH (authorized representative of CROC) | ______
Name | Title | Specimen Signature
Nathaniel Voss | Chief Executive Officer of Cascade Retail Holdings Inc., authorized representative of the Company | ________
Elena Kowalski | Chief Financial Officer of Cascade Retail Holdings Inc., authorized representative of the Company | ________
Priya Anand | Treasurer of Cascade Retail Holdings Inc., authorized representative of the Company | ________
Derek Tanaka | General Counsel & Corporate Secretary of Cascade Retail Holdings Inc., authorized representative of the Company | ________

SECRETARY'S CERTIFICATE OF CASCADE RETAIL OPERATING COMPANY LLC

CASCADE RETAIL OPERATING COMPANY LLC

COUNTER-CERTIFICATION

EXHIBIT A

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS

CERTIFICATE OF FORMATION OF CASCADE RETAIL OPERATING COMPANY LLC

EXHIBIT B

EXHIBIT C

RESOLUTIONS. NOW, THEREFORE, BE IT:

EXHIBIT D

INCUMBENCY CERTIFICATE OF CASCADE RETAIL OPERATING COMPANY LLC

CASCADE RETAIL OPERATING COMPANY LLC

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