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SECRETARY'S CERTIFICATES OF GUARANTOR SUBSIDIARIES

Delivered Pursuant to the Credit Agreement dated as of May 4, 2023

$300,000,000 Senior Secured Asset-Based Revolving Credit Facility

Among

Cascade Retail Holdings Inc. and Cascade Retail Operating Company LLC as Borrowers,

the Guarantors party thereto, the Lenders party thereto,

and

Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent

Date of Certificates: May 19, 2023

Prepared by: Calderwood & Harkness LLP 599 Lexington Avenue, 42nd Floor New York, NY 10022 Matter No. 1038-00002

PART I — Secretary's Certificate of Cascade Digital Commerce Inc. (CDC)

PART II — Secretary's Certificate of Cascade Outlet Stores LLC (COS)

PART III — Secretary's Certificate of Cascade Fulfillment Services Inc. (CFS)

APPENDIX — Form of Resolutions (Common Structure Across All Three Guarantors)

Schedule of Exhibits

PART I

SECRETARY'S CERTIFICATE OF CASCADE DIGITAL COMMERCE INC.

Entity Name: Cascade Digital Commerce Inc. Entity Type: Corporation Jurisdiction of Incorporation: State of Delaware Employer Identification Number: 84-3720158 Principal Office: 500 Fremont Street, Suite 200, Portland, OR 97209 Role in Transaction: Guarantor under the Guaranty Agreement dated as of May 4, 2023, and Grantor under the Security Agreement dated as of May 4, 2023

1. Introduction and Certifying Officer Identification

The undersigned, being the duly appointed Secretary of Cascade Digital Commerce Inc., a corporation organized and existing under the laws of the State of Delaware ("CDC"), and a wholly owned subsidiary of Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), hereby certifies the following in connection with that certain Credit Agreement dated as of May 4, 2023 (with an effective date of May 19, 2023) (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation ("CRH"), and Cascade Retail Operating Company LLC, a Delaware limited liability company, as Borrowers (collectively, the "Borrowers"), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent (in such capacities, the "Agent").

This Secretary's Certificate is delivered pursuant to Section 4.01(f) of the Credit Agreement as a condition precedent to the initial extensions of credit thereunder on the Closing Date (as defined in the Credit Agreement). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

The undersigned is familiar with the books and records of CDC, has access to the minute books, stock records, and other corporate records of CDC, and makes the certifications set forth below based upon a review of such books, records, and other documents, and upon such other inquiries as the undersigned has deemed necessary or appropriate.

2. Certification Regarding Organizational Documents

The undersigned hereby certifies as follows with respect to the organizational documents of CDC:

(a) Certificate of Incorporation. Attached hereto as Exhibit A-1 is a true, complete, and correct copy of the Certificate of Incorporation of CDC, as filed with the Secretary of State of the State of Delaware, together with all amendments and certificates of amendment thereto through the date hereof. Such Certificate of Incorporation has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached as part of Exhibit A-1, and is in full force and effect as of the date hereof. No action has been taken by the board of directors or stockholders of CDC to amend, restate, or otherwise modify the Certificate of Incorporation, and no such action is currently pending or contemplated.

(b) Bylaws. Attached hereto as Exhibit A-2 is a true, complete, and correct copy of the Bylaws of CDC, as currently in effect. Such Bylaws have not been amended, restated, supplemented, or otherwise modified since the date thereof and are in full force and effect as of the date hereof. No action has been taken by the board of directors or stockholders of CDC to amend, restate, or otherwise modify the Bylaws, and no such action is currently pending or contemplated.

(c) Good Standing. CDC is validly existing and in good standing under the laws of the State of Delaware. Attached hereto as Exhibit A-3 is a certificate of good standing (or equivalent certificate of status) for CDC issued by the Secretary of State of the State of Delaware, dated as of a recent date in May 2023. To the knowledge of the undersigned, no event has occurred since the date of such certificate that would adversely affect the good standing of CDC in the State of Delaware.

3. Certification Regarding Resolutions

Attached hereto as Exhibit A-4 is a true, complete, and correct copy of the resolutions (the "CDC Resolutions") duly adopted by the Board of Directors of CDC, acting by unanimous written consent in lieu of a meeting in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of CDC, authorizing the following actions:

(a) The execution, delivery, and performance by CDC of the Guaranty Agreement dated as of May 4, 2023 (the "Guaranty Agreement"), in favor of Crescent Harbor Bank, N.A., as Administrative Agent, for the benefit of the Secured Parties (as defined in the Credit Agreement), pursuant to which CDC has unconditionally and irrevocably guaranteed all Obligations (as defined in the Credit Agreement) of the Borrowers under the Credit Agreement and the other Loan Documents;

(b) The execution, delivery, and performance by CDC of the Security Agreement dated as of May 4, 2023 (the "Security Agreement"), with Crescent Harbor Bank, N.A., as Collateral Agent, granting to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and lien upon all of CDC's right, title, and interest in and to the following categories of collateral: all accounts receivable, inventory, deposit accounts, supporting obligations, chattel paper (whether tangible or electronic), instruments, letter-of-credit rights, commercial tort claims (to the extent identified on the schedules to the Security Agreement), general intangibles (including payment intangibles and software), and all proceeds and products of any and all of the foregoing (collectively, the "ABL Collateral");

(c) The execution, delivery, and performance by CDC of the Pledge Agreement dated as of May 4, 2023 (to the extent CDC is a pledgor of any equity interests in any subsidiary), pledging all of CDC's right, title, and interest in and to the equity interests of any direct or indirect subsidiaries of CDC to the Collateral Agent for the benefit of the Secured Parties;

(d) The execution, delivery, and performance by CDC of all other Loan Documents (as defined in the Credit Agreement) and all ancillary documents, instruments, agreements, and certificates to which CDC is or may become a party in connection with the Credit Agreement, including without limitation any deposit account control agreements, blocked account agreements, landlord waivers, bailee letters, collateral access agreements, UCC financing statements, and intellectual property security agreements; and

(e) The designation of certain authorized signatories, each acting singly, to execute and deliver the foregoing documents on behalf of CDC, with such changes, amendments, modifications, additions, or deletions thereto as the executing officer or officers may, in their sole discretion, deem necessary, appropriate, or desirable.

The undersigned further certifies that the CDC Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors, the stockholders, or the sole member of CDC that would in any manner conflict with, limit, restrict, or modify the CDC Resolutions or the authority granted thereunder.

4. Incumbency Certificate

The undersigned hereby certifies that each of the persons listed below has been duly elected or appointed to, and on the date hereof holds, the office or offices of CDC set forth opposite his or her name below. The signature set forth opposite each such person's name is the true and genuine signature of such person. Each such person is authorized, acting singly, to execute and deliver, on behalf of CDC, the Guaranty Agreement, the Security Agreement, and each other Loan Document to which CDC is or may become a party, and to take all such further actions as may be necessary or desirable in connection therewith.

The undersigned further certifies that each person named above is, as of the date hereof, a duly elected and qualified officer of CDC, that such person holds the office set forth opposite his or her name above, and that the signature appearing opposite his or her name above is the genuine signature of such person. The authority of each such person to act on behalf of CDC in connection with the Loan Documents has not been revoked, withdrawn, or otherwise terminated.

5. Additional Certifications

The undersigned hereby further certifies as follows:

(a) Ownership. CDC is a wholly owned subsidiary of Cascade Retail Operating Company LLC ("CROC"), which is, in turn, a wholly owned subsidiary of Cascade Retail Holdings Inc. ("CRH"). All of the issued and outstanding shares of capital stock of CDC are owned, beneficially and of record, by CROC, free and clear of all liens and encumbrances (other than liens granted under the Loan Documents and any permitted liens under the Credit Agreement).

(b) No Dissolution Proceedings. No proceedings for the dissolution, liquidation, winding up, termination, or reorganization of CDC have been commenced, are pending, or, to the knowledge of the undersigned, are threatened or contemplated, whether under the Delaware General Corporation Law or otherwise, including under any applicable federal or state bankruptcy, insolvency, or similar laws.

(c) No Material Litigation. There is no action, suit, investigation, litigation, or proceeding pending against or, to the knowledge of the undersigned, threatened against or affecting CDC before any court, arbitrator, governmental body, agency, or official that would reasonably be expected to materially and adversely affect the ability of CDC to perform its obligations under the Guaranty Agreement, the Security Agreement, or any other Loan Document to which it is a party, or that would challenge the validity or enforceability of any such Loan Document.

(d) Accuracy of Representations. The representations and warranties of CDC set forth in the Loan Documents are true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).

6. Signature block

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

CASCADE DIGITAL COMMERCE INC.

By: ________

Name: David R. Castellano

Title: Secretary

The undersigned, Jennifer M. Nakamura, President of Cascade Digital Commerce Inc., hereby confirms and verifies the incumbency and signature of David R. Castellano, Secretary of Cascade Digital Commerce Inc., as set forth above.

By: ________

Name: Jennifer M. Nakamura

Title: President

7. Exhibits to CDC Certificate

Exhibit A-1 — Certificate of Incorporation of Cascade Digital Commerce Inc. (with all amendments), as filed with the Secretary of State of the State of Delaware

[Attached]

Exhibit A-2 — Bylaws of Cascade Digital Commerce Inc.

[Attached]

Exhibit A-3 — Good Standing Certificate for Cascade Digital Commerce Inc. from the Secretary of State of the State of Delaware (dated May 2023)

[Attached]

Exhibit A-4 — Resolutions of the Board of Directors of Cascade Digital Commerce Inc. (Unanimous Written Consent in Lieu of Meeting)

[Attached]

PART II

SECRETARY'S CERTIFICATE OF CASCADE OUTLET STORES LLC

Entity Name: Cascade Outlet Stores LLC Entity Type: Limited Liability Company Jurisdiction of Organization: State of Washington Employer Identification Number: 91-2034671 Principal Office: 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121 Role in Transaction: Guarantor under the Guaranty Agreement dated as of May 4, 2023, and Grantor under the Security Agreement dated as of May 4, 2023 Description of Operations: Operates sixty-four (64) outlet retail locations across the United States

1. Introduction and Certifying Officer Identification

The undersigned, being the duly authorized representative of Cascade Outlet Stores LLC, a limited liability company organized and existing under the laws of the State of Washington ("COS"), and a wholly owned subsidiary of Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), hereby certifies the following in connection with that certain Credit Agreement dated as of May 4, 2023 (with an effective date of May 19, 2023) (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation ("CRH"), and Cascade Retail Operating Company LLC, a Delaware limited liability company, as Borrowers (collectively, the "Borrowers"), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent (in such capacities, the "Agent").

The undersigned is familiar with the books and records of COS, has access to the organizational records, membership interest records, and other records of COS maintained in the ordinary course, and makes the certifications set forth below based upon a review of such books, records, and other documents, and upon such other inquiries as the undersigned has deemed necessary or appropriate.

2. Certification Regarding Organizational Documents

The undersigned hereby certifies as follows with respect to the organizational documents of COS:

(a) Certificate of Formation. Attached hereto as Exhibit B-1 is a true, complete, and correct copy of the Certificate of Formation of COS, as filed with the Secretary of State of the State of Washington, together with all amendments and certificates of amendment thereto through the date hereof. Such Certificate of Formation has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached as part of Exhibit B-1, and is in full force and effect as of the date hereof. No action has been taken by the member or managers of COS to amend, restate, or otherwise modify the Certificate of Formation, and no such action is currently pending or contemplated.

(b) Limited Liability Company Operating Agreement. Attached hereto as Exhibit B-2 is a true, complete, and correct copy of the Limited Liability Company Operating Agreement of COS (the "Operating Agreement"), as currently in effect. Such Operating Agreement has not been amended, restated, supplemented, or otherwise modified since the date thereof and is in full force and effect as of the date hereof. No action has been taken by the member or managers of COS to amend, restate, or otherwise modify the Operating Agreement, and no such action is currently pending or contemplated. The Operating Agreement constitutes the sole and complete limited liability company agreement of COS within the meaning of the Washington Limited Liability Company Act (RCW Title 25, Chapter 25.15).

(c) Good Standing. COS is validly existing and in good standing under the laws of the State of Washington. Attached hereto as Exhibit B-3 is a certificate of existence/good standing for COS issued by the Secretary of State of the State of Washington, dated as of a recent date in May 2023. To the knowledge of the undersigned, no event has occurred since the date of such certificate that would adversely affect the good standing of COS in the State of Washington.

3. Certification Regarding Resolutions

Attached hereto as Exhibit B-4 is a true, complete, and correct copy of the resolutions (the "COS Resolutions") duly adopted by Cascade Retail Operating Company LLC, as the sole member of COS, acting by written consent in accordance with the Operating Agreement and applicable provisions of the Washington Limited Liability Company Act, authorizing the following actions:

(a) The execution, delivery, and performance by COS of the Guaranty Agreement dated as of May 4, 2023 (the "Guaranty Agreement"), in favor of Crescent Harbor Bank, N.A., as Administrative Agent, for the benefit of the Secured Parties (as defined in the Credit Agreement), pursuant to which COS has unconditionally and irrevocably guaranteed all Obligations (as defined in the Credit Agreement) of the Borrowers under the Credit Agreement and the other Loan Documents;

(b) The execution, delivery, and performance by COS of the Security Agreement dated as of May 4, 2023 (the "Security Agreement"), with Crescent Harbor Bank, N.A., as Collateral Agent, granting to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and lien upon all of COS's right, title, and interest in and to all ABL Collateral (as defined in the Security Agreement), including without limitation all accounts receivable, inventory, deposit accounts, supporting obligations, chattel paper, instruments, letter-of-credit rights, general intangibles, and all proceeds and products of any and all of the foregoing;

(c) The execution, delivery, and performance by COS of all other Loan Documents (as defined in the Credit Agreement) and all ancillary documents, instruments, agreements, and certificates to which COS is or may become a party in connection with the Credit Agreement, including without limitation any deposit account control agreements, blocked account agreements, landlord waivers, bailee letters, collateral access agreements, UCC financing statements, and intellectual property security agreements; and

(d) The designation of certain authorized representatives, each acting singly, to execute and deliver the foregoing documents on behalf of COS, with such changes, amendments, modifications, additions, or deletions thereto as the executing representative or representatives may, in their sole discretion, deem necessary, appropriate, or desirable.

The undersigned further certifies that the COS Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions, consents, or other actions have been adopted or taken by the sole member or any manager of COS that would in any manner conflict with, limit, restrict, or modify the COS Resolutions or the authority granted thereunder.

4. Incumbency Certificate

The undersigned hereby certifies that each of the persons listed below has been duly designated as an authorized representative of COS and, on the date hereof, holds the position set forth opposite his or her name below. The signature set forth opposite each such person's name is the true and genuine signature of such person. Each such person is authorized, acting singly, to execute and deliver, on behalf of COS, the Guaranty Agreement, the Security Agreement, and each other Loan Document to which COS is or may become a party, and to take all such further actions as may be necessary or desirable in connection therewith.

The undersigned further certifies that each person named above is, as of the date hereof, a duly designated and authorized representative of COS, that such person holds the position set forth opposite his or her name above, and that the signature appearing opposite his or her name above is the genuine signature of such person. The authority of each such person to act on behalf of COS in connection with the Loan Documents has not been revoked, withdrawn, or otherwise terminated.

5. Additional Certifications

The undersigned hereby further certifies as follows:

(a) Ownership. COS is a wholly owned subsidiary of Cascade Retail Operating Company LLC ("CROC"). All of the outstanding membership interests of COS are owned, beneficially and of record, by CROC, free and clear of all liens and encumbrances (other than liens granted under the Loan Documents and any permitted liens under the Credit Agreement). CROC is the sole member of COS.

(b) No Dissolution Proceedings. No proceedings for the dissolution, liquidation, winding up, termination, or reorganization of COS have been commenced, are pending, or, to the knowledge of the undersigned, are threatened or contemplated, whether under the Washington Limited Liability Company Act or otherwise, including under any applicable federal or state bankruptcy, insolvency, or similar laws.

(c) No Material Litigation. There is no action, suit, investigation, litigation, or proceeding pending against or, to the knowledge of the undersigned, threatened against or affecting COS before any court, arbitrator, governmental body, agency, or official that would reasonably be expected to materially and adversely affect the ability of COS to perform its obligations under the Guaranty Agreement, the Security Agreement, or any other Loan Document to which it is a party, or that would challenge the validity or enforceability of any such Loan Document.

(d) UCC Filing Jurisdiction. The undersigned acknowledges that COS's jurisdiction of organization for purposes of Article 9 of the Uniform Commercial Code is the State of Washington. UCC-1 financing statement filing no. 2023-204-8176 has been filed with the Washington Secretary of State in favor of Crescent Harbor Bank, N.A., as Collateral Agent, covering the ABL Collateral of COS as described in the Security Agreement. Such filing is effective and has not been terminated, lapsed, or otherwise rendered ineffective.

(e) Accuracy of Representations. The representations and warranties of COS set forth in the Loan Documents are true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).

6. Signature block

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

CASCADE OUTLET STORES LLC

By: ________

Name: Sarah L. Whitfield

Title: Vice President and Secretary

The undersigned, Thomas E. Brennan, Manager and President of Cascade Outlet Stores LLC, hereby confirms and verifies the incumbency and signature of Sarah L. Whitfield, Vice President and Secretary of Cascade Outlet Stores LLC, as set forth above.

By: ________

Name: Thomas E. Brennan

Title: Manager and President

7. Exhibits to COS Certificate

Exhibit B-1 — Certificate of Formation of Cascade Outlet Stores LLC (with all amendments), as filed with the Secretary of State of the State of Washington

[Attached]

Exhibit B-2 — Limited Liability Company Operating Agreement of Cascade Outlet Stores LLC

[Attached]

Exhibit B-3 — Good Standing Certificate (Certificate of Existence) for Cascade Outlet Stores LLC from the Secretary of State of the State of Washington (dated May 2023)

[Attached]

Exhibit B-4 — Resolutions of the Sole Member (Cascade Retail Operating Company LLC) of Cascade Outlet Stores LLC (Written Consent of Sole Member)

[Attached]

PART III

SECRETARY'S CERTIFICATE OF CASCADE FULFILLMENT SERVICES INC.

Entity Name: Cascade Fulfillment Services Inc. Entity Type: Corporation Jurisdiction of Incorporation: State of Delaware Employer Identification Number: 84-5291836 Principal Office: 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121 Distribution Center Operations:

• Kent, Washington — 18700 72nd Avenue South, Kent, WA 98032

• Reno, Nevada — 4500 Logistics Parkway, Reno, NV 89506

• Columbus, Ohio — 7200 Alum Creek Drive, Columbus, OH 43217

Role in Transaction: Guarantor under the Guaranty Agreement dated as of May 4, 2023, and Grantor under the Security Agreement dated as of May 4, 2023 Description of Operations: Operates three distribution and fulfillment centers located in Kent, WA; Reno, NV; and Columbus, OH

1. Introduction and Certifying Officer Identification

The undersigned, being the duly appointed Secretary of Cascade Fulfillment Services Inc., a corporation organized and existing under the laws of the State of Delaware ("CFS"), and a wholly owned subsidiary of Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), hereby certifies the following in connection with that certain Credit Agreement dated as of May 4, 2023 (with an effective date of May 19, 2023) (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation ("CRH"), and Cascade Retail Operating Company LLC, a Delaware limited liability company, as Borrowers (collectively, the "Borrowers"), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent (in such capacities, the "Agent").

The undersigned is familiar with the books and records of CFS, has access to the minute books, stock records, and other corporate records of CFS, and makes the certifications set forth below based upon a review of such books, records, and other documents, and upon such other inquiries as the undersigned has deemed necessary or appropriate. CFS operates three distribution and fulfillment centers located in Kent, Washington; Reno, Nevada; and Columbus, Ohio, through which it provides logistics, warehousing, and order fulfillment services in support of the Borrowers' retail and e-commerce operations.

2. Certification Regarding Organizational Documents

The undersigned hereby certifies as follows with respect to the organizational documents of CFS:

(a) Certificate of Incorporation. Attached hereto as Exhibit C-1 is a true, complete, and correct copy of the Certificate of Incorporation of CFS, as filed with the Secretary of State of the State of Delaware, together with all amendments and certificates of amendment thereto through the date hereof. Such Certificate of Incorporation has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached as part of Exhibit C-1, and is in full force and effect as of the date hereof. No action has been taken by the board of directors or stockholders of CFS to amend, restate, or otherwise modify the Certificate of Incorporation, and no such action is currently pending or contemplated.

(b) Bylaws. Attached hereto as Exhibit C-2 is a true, complete, and correct copy of the Bylaws of CFS, as currently in effect. Such Bylaws have not been amended, restated, supplemented, or otherwise modified since the date thereof and are in full force and effect as of the date hereof. No action has been taken by the board of directors or stockholders of CFS to amend, restate, or otherwise modify the Bylaws, and no such action is currently pending or contemplated.

(c) Good Standing. CFS is validly existing and in good standing under the laws of the State of Delaware. Attached hereto as Exhibit C-3 is a certificate of good standing (or equivalent certificate of status) for CFS issued by the Secretary of State of the State of Delaware, dated as of a recent date in May 2023. To the knowledge of the undersigned, no event has occurred since the date of such certificate that would adversely affect the good standing of CFS in the State of Delaware.

3. Certification Regarding Resolutions

Attached hereto as Exhibit C-4 is a true, complete, and correct copy of the resolutions (the "CFS Resolutions") duly adopted by the Board of Directors of CFS, acting by unanimous written consent in lieu of a meeting in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of CFS, authorizing the following actions:

(a) The execution, delivery, and performance by CFS of the Guaranty Agreement dated as of May 4, 2023 (the "Guaranty Agreement"), in favor of Crescent Harbor Bank, N.A., as Administrative Agent, for the benefit of the Secured Parties (as defined in the Credit Agreement), pursuant to which CFS has unconditionally and irrevocably guaranteed all Obligations (as defined in the Credit Agreement) of the Borrowers under the Credit Agreement and the other Loan Documents;

(b) The execution, delivery, and performance by CFS of the Security Agreement dated as of May 4, 2023 (the "Security Agreement"), with Crescent Harbor Bank, N.A., as Collateral Agent, granting to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and lien upon all of CFS's right, title, and interest in and to the following categories of collateral: all accounts receivable, inventory (including, without limitation, all in-transit inventory and all inventory located at or in transit to or from CFS's distribution center facilities at 18700 72nd Avenue South, Kent, WA 98032; 4500 Logistics Parkway, Reno, NV 89506; and 7200 Alum Creek Drive, Columbus, OH 43217), deposit accounts, supporting obligations, chattel paper (whether tangible or electronic), instruments, letter-of-credit rights, commercial tort claims (to the extent identified on the schedules to the Security Agreement), general intangibles (including payment intangibles and software), and all proceeds and products of any and all of the foregoing (collectively, the "ABL Collateral");

(c) The execution, delivery, and performance by CFS of all other Loan Documents (as defined in the Credit Agreement) and all ancillary documents, instruments, agreements, and certificates to which CFS is or may become a party in connection with the Credit Agreement, including without limitation any deposit account control agreements, blocked account agreements, landlord waivers, bailee letters, collateral access agreements, UCC financing statements, and intellectual property security agreements; and

(d) The designation of certain authorized signatories, each acting singly, to execute and deliver the foregoing documents on behalf of CFS, with such changes, amendments, modifications, additions, or deletions thereto as the executing officer or officers may, in their sole discretion, deem necessary, appropriate, or desirable.

The undersigned further certifies that the CFS Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors, the stockholders, or the sole member of CFS that would in any manner conflict with, limit, restrict, or modify the CFS Resolutions or the authority granted thereunder.

4. Incumbency Certificate

The undersigned hereby certifies that each of the persons listed below has been duly elected or appointed to, and on the date hereof holds, the office or offices of CFS set forth opposite his or her name below. The signature set forth opposite each such person's name is the true and genuine signature of such person. Each such person is authorized, acting singly, to execute and deliver, on behalf of CFS, the Guaranty Agreement, the Security Agreement, and each other Loan Document to which CFS is or may become a party, and to take all such further actions as may be necessary or desirable in connection therewith.

The undersigned further certifies that each person named above is, as of the date hereof, a duly elected and qualified officer of CFS, that such person holds the office set forth opposite his or her name above, and that the signature appearing opposite his or her name above is the genuine signature of such person. The authority of each such person to act on behalf of CFS in connection with the Loan Documents has not been revoked, withdrawn, or otherwise terminated.

5. Additional Certifications

The undersigned hereby further certifies as follows:

(a) Ownership. CFS is a wholly owned subsidiary of Cascade Retail Operating Company LLC ("CROC"), which is, in turn, a wholly owned subsidiary of Cascade Retail Holdings Inc. ("CRH"). All of the issued and outstanding shares of capital stock of CFS are owned, beneficially and of record, by CROC, free and clear of all liens and encumbrances (other than liens granted under the Loan Documents and any permitted liens under the Credit Agreement).

(b) No Dissolution Proceedings. No proceedings for the dissolution, liquidation, winding up, termination, or reorganization of CFS have been commenced, are pending, or, to the knowledge of the undersigned, are threatened or contemplated, whether under the Delaware General Corporation Law or otherwise, including under any applicable federal or state bankruptcy, insolvency, or similar laws.

(c) No Material Litigation. There is no action, suit, investigation, litigation, or proceeding pending against or, to the knowledge of the undersigned, threatened against or affecting CFS before any court, arbitrator, governmental body, agency, or official that would reasonably be expected to materially and adversely affect the ability of CFS to perform its obligations under the Guaranty Agreement, the Security Agreement, or any other Loan Document to which it is a party, or that would challenge the validity or enforceability of any such Loan Document.

(d) Accuracy of Representations. The representations and warranties of CFS set forth in the Loan Documents are true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).

6. Signature block

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

CASCADE FULFILLMENT SERVICES INC.

By: ________

Name: Rachel A. Kim

Title: Secretary and Vice President

The undersigned, Michael P. Hargrove, President of Cascade Fulfillment Services Inc., hereby confirms and verifies the incumbency and signature of Rachel A. Kim, Secretary and Vice President of Cascade Fulfillment Services Inc., as set forth above.

By: ________

Name: Michael P. Hargrove

Title: President

7. Exhibits to CFS Certificate

Exhibit C-1 — Certificate of Incorporation of Cascade Fulfillment Services Inc. (with all amendments), as filed with the Secretary of State of the State of Delaware

[Attached]

Exhibit C-2 — Bylaws of Cascade Fulfillment Services Inc.

[Attached]

Exhibit C-3 — Good Standing Certificate for Cascade Fulfillment Services Inc. from the Secretary of State of the State of Delaware (dated May 2023)

[Attached]

Exhibit C-4 — Resolutions of the Board of Directors of Cascade Fulfillment Services Inc. (Unanimous Written Consent in Lieu of Meeting)

[Attached]

APPENDIX

FORM OF RESOLUTIONS

(Common Structure Across All Three Guarantor Subsidiaries)

Note: The following sets forth the common form and structure of the resolutions adopted by each Guarantor Subsidiary (CDC, COS, and CFS) in connection with the Credit Agreement. The actual executed resolutions for each entity are attached as Exhibits A-4, B-4, and C-4, respectively, to the applicable Secretary's Certificate and are tailored to reflect the specific entity type, jurisdiction of organization, and governing body of each Guarantor Subsidiary (i.e., board of directors for corporations; sole member for limited liability companies).

UNANIMOUS WRITTEN CONSENT OF THE [BOARD OF DIRECTORS / SOLE MEMBER] OF [GUARANTOR ENTITY NAME]

IN LIEU OF [A SPECIAL MEETING / MEETING]

Effective as of May 4, 2023

Recitals. The undersigned, being [all of the members of the Board of Directors / the sole member] of [Guarantor Entity Name], a [corporation incorporated under the laws of the State of Delaware / limited liability company organized under the laws of the State of Washington] (the "Company"), acting pursuant to [Section 141(f) of the General Corporation Law of the State of Delaware / the Limited Liability Company Operating Agreement of the Company and applicable provisions of the Washington Limited Liability Company Act], hereby consent(s) to the adoption of the following recitals and resolutions, effective as of the date first written above, with the same force and effect as if adopted at a duly called and held [special meeting of the Board of Directors / meeting of the sole member] of the Company at which a quorum was present and acting throughout:

WHEREAS, Cascade Retail Holdings Inc., a Delaware corporation ("CRH"), and Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), propose to enter into that certain Credit Agreement dated as of May 4, 2023 (with an effective date of May 19, 2023) (the "Credit Agreement"), with the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent (the "Agent"), providing for a $300,000,000 Senior Secured Asset-Based Revolving Credit Facility (the "Credit Facility");

WHEREAS, the Company is a wholly owned subsidiary (directly or indirectly) of CRH and will derive substantial direct and indirect benefit from the extension of credit to the Borrowers under the Credit Facility, and the Board of Directors (or sole member, as applicable) has determined that the Company's entry into the transactions contemplated by the Credit Agreement and the other Loan Documents is in the best interests of the Company and its stockholders (or member, as applicable);

WHEREAS, as a condition to the extension of credit under the Credit Facility, the Agent has required, among other things, that the Company (i) execute and deliver a Guaranty Agreement dated as of May 4, 2023 (the "Guaranty Agreement"), in favor of the Agent for the benefit of the Secured Parties (as defined in the Credit Agreement), unconditionally and irrevocably guaranteeing all Obligations (as defined in the Credit Agreement) of the Borrowers under the Credit Agreement and the other Loan Documents, and (ii) execute and deliver a Security Agreement dated as of May 4, 2023 (the "Security Agreement"), with the Agent as Collateral Agent, granting to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and lien upon all of the Company's right, title, and interest in and to the ABL Collateral (as defined in the Security Agreement); and

WHEREAS, the [Board of Directors / sole member] has reviewed and considered the terms of the Credit Agreement, the Guaranty Agreement, the Security Agreement, and the other Loan Documents (as defined in the Credit Agreement) to which the Company is or will become a party, and has determined that it is in the best interests of the Company to authorize the execution, delivery, and performance thereof;

Operative Resolutions. NOW, THEREFORE, BE IT:

RESOLVED, that the Company is hereby authorized to execute, deliver, and perform the Guaranty Agreement, the Security Agreement, and each other Loan Document (as defined in the Credit Agreement) to which the Company is or will become a party, in substantially the forms presented to the [Board of Directors / sole member], with such changes, amendments, modifications, additions, or deletions thereto as the officer or officers executing the same may, in his, her, or their sole discretion, deem necessary, appropriate, or desirable, the execution thereof by such officer or officers to be conclusive evidence of such officer's or officers' approval of any such changes, amendments, modifications, additions, or deletions; and be it further

RESOLVED, that each of the following persons (each, an "Authorized Signatory"):

[Name], [Title] [Name], [Title]

is hereby authorized and empowered, acting singly, to execute and deliver, on behalf of the Company, the Guaranty Agreement, the Security Agreement, and each other Loan Document to which the Company is or will become a party, and to take all such further actions, execute and deliver all such further documents, instruments, agreements, and certificates, and make all such filings, as such Authorized Signatory may deem necessary, appropriate, or desirable to carry out the intent and purpose of these resolutions; and be it further

RESOLVED, that such Authorized Signatories, each acting singly, are hereby authorized and empowered to execute and deliver, on behalf of the Company, any and all UCC-1 financing statements, UCC-3 amendments, deposit account control agreements, blocked account agreements, landlord waivers, bailee letters, collateral access agreements, certificates, and other documents, instruments, and agreements as may be required or reasonably requested by the Agent or the Collateral Agent in connection with the Credit Agreement, the Security Agreement, and the other Loan Documents, including without limitation any documents necessary to perfect the security interests granted under the Security Agreement; and be it further

RESOLVED, that all actions heretofore taken by any officer, director, manager, authorized representative, or agent of the Company in connection with the negotiation, preparation, and execution of the Credit Agreement, the Guaranty Agreement, the Security Agreement, and the other Loan Documents, and in connection with the transactions contemplated thereby, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company; and be it further

RESOLVED, that these resolutions shall remain in full force and effect until modified, amended, or revoked by a subsequent [written consent of the Board of Directors / written consent of the sole member] of the Company.

[SIGNATURE PAGE FOLLOWS]

The foregoing resolutions are adopted by the [Board of Directors / sole member] of [Guarantor Entity Name] by unanimous written consent, effective as of May 4, 2023.

[BOARD OF DIRECTORS / SOLE MEMBER]

________________________________________

[Name] [Title]

________________________________________

[Name] [Title]

Notes on Document Production:

1. Each of the three Secretary's Certificates follows a parallel structure but has been tailored to the specific entity type (corporation vs. limited liability company), jurisdiction of organization (Delaware vs. Washington), and organizational document nomenclature (Certificate of Incorporation and Bylaws for corporations; Certificate of Formation and Operating Agreement for limited liability companies).

2. Exhibit placeholders are included with "[Attached]" notation, as the actual organizational documents, good standing certificates, and executed resolutions constitute separate physical attachments to this compiled document.

3. This combined document is presented as a single compiled file with clear separation and page breaks between the three Secretary's Certificates. The original executed certificates, together with all exhibits, should be maintained in the closing binder maintained by the Administrative Agent and borrower's counsel.

4. The Credit Agreement and the Loan Documents referenced herein are governed by, and construed in accordance with, the laws of the State of New York. The organizational documents of each Guarantor Subsidiary are governed by the laws of the applicable jurisdiction of organization: (a) CDC — State of Delaware; (b) COS — State of Washington; and (c) CFS — State of Delaware.

5. This document has been prepared by Calderwood & Harkness LLP, counsel to the Borrowers and the Guarantor Subsidiaries, in connection with Calderwood & Harkness LLP Matter No. 1038-00002.

Exhibit	Description
Exhibit A-1	Certificate of Incorporation of CDC (with all amendments)
Exhibit A-2	Bylaws of CDC
Exhibit A-3	Good Standing Certificate — CDC (Delaware Secretary of State)
Exhibit A-4	Resolutions of the Board of Directors of CDC
Exhibit B-1	Certificate of Formation of COS (with all amendments)
Exhibit B-2	Limited Liability Company Operating Agreement of COS
Exhibit B-3	Good Standing Certificate — COS (Washington Secretary of State)
Exhibit B-4	Resolutions of the Sole Member of COS
Exhibit C-1	Certificate of Incorporation of CFS (with all amendments)
Exhibit C-2	Bylaws of CFS
Exhibit C-3	Good Standing Certificate — CFS (Delaware Secretary of State)
Exhibit C-4	Resolutions of the Board of Directors of CFS
Name	Title	Specimen Signature
Jennifer M. Nakamura	President	_____
David R. Castellano	Secretary and Vice President	_____
Name	Title	Specimen Signature
Thomas E. Brennan	Manager and President	_____
Sarah L. Whitfield	Vice President and Secretary	_____
Name	Title	Specimen Signature
Michael P. Hargrove	President	_____
Rachel A. Kim	Secretary and Vice President	_____

SECRETARY'S CERTIFICATES OF GUARANTOR SUBSIDIARIES
Delivered Pursuant to the Credit Agreement dated as of May 4, 2023
$300,000,000 Senior Secured Asset-Based Revolving Credit Facility
Among
Cascade Retail Holdings Inc. and Cascade Retail Operating Company LLC as Borrowers,
the Guarantors party thereto, the Lenders party thereto,
and
Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent
Date of Certificates: May 19, 2023
Prepared by: Calderwood & Harkness LLP 599 Lexington Avenue, 42nd Floor New York, NY 10022 Matter No. 1038-00002
TABLE OF CONTENTS
PART I — Secretary's Certificate of Cascade Digital Commerce Inc. (CDC)
PART II — Secretary's Certificate of Cascade Outlet Stores LLC (COS)
PART III — Secretary's Certificate of Cascade Fulfillment Services Inc. (CFS)
APPENDIX — Form of Resolutions (Common Structure Across All Three Guarantors)
Schedule of Exhibits
PART I
SECRETARY'S CERTIFICATE OF CASCADE DIGITAL COMMERCE INC.
Entity Name: Cascade Digital Commerce Inc. Entity Type: Corporation Jurisdiction of Incorporation: State of Delaware Employer Identification Number: 84-3720158 Principal Office: 500 Fremont Street, Suite 200, Portland, OR 97209 Role in Transaction: Guarantor under the Guaranty Agreement dated as of May 4, 2023, and Grantor under the Security Agreement dated as of May 4, 2023
1. Introduction and Certifying Officer Identification
The undersigned, being the duly appointed Secretary of Cascade Digital Commerce Inc., a corporation organized and existing under the laws of the State of Delaware ("CDC"), and a wholly owned subsidiary of Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), hereby certifies the following in connection with that certain Credit Agreement dated as of May 4, 2023 (with an effective date of May 19, 2023) (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation ("CRH"), and Cascade Retail Operating Company LLC, a Delaware limited liability company, as Borrowers (collectively, the "Borrowers"), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent (in such capacities, the "Agent").
This Secretary's Certificate is delivered pursuant to Section 4.01(f) of the Credit Agreement as a condition precedent to the initial extensions of credit thereunder on the Closing Date (as defined in the Credit Agreement). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
The undersigned is familiar with the books and records of CDC, has access to the minute books, stock records, and other corporate records of CDC, and makes the certifications set forth below based upon a review of such books, records, and other documents, and upon such other inquiries as the undersigned has deemed necessary or appropriate.
2. Certification Regarding Organizational Documents
The undersigned hereby certifies as follows with respect to the organizational documents of CDC:
(a) Certificate of Incorporation. Attached hereto as Exhibit A-1 is a true, complete, and correct copy of the Certificate of Incorporation of CDC, as filed with the Secretary of State of the State of Delaware, together with all amendments and certificates of amendment thereto through the date hereof. Such Certificate of Incorporation has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached as part of Exhibit A-1, and is in full force and effect as of the date hereof. No action has been taken by the board of directors or stockholders of CDC to amend, restate, or otherwise modify the Certificate of Incorporation, and no such action is currently pending or contemplated.
(b) Bylaws. Attached hereto as Exhibit A-2 is a true, complete, and correct copy of the Bylaws of CDC, as currently in effect. Such Bylaws have not been amended, restated, supplemented, or otherwise modified since the date thereof and are in full force and effect as of the date hereof. No action has been taken by the board of directors or stockholders of CDC to amend, restate, or otherwise modify the Bylaws, and no such action is currently pending or contemplated.
(c) Good Standing. CDC is validly existing and in good standing under the laws of the State of Delaware. Attached hereto as Exhibit A-3 is a certificate of good standing (or equivalent certificate of status) for CDC issued by the Secretary of State of the State of Delaware, dated as of a recent date in May 2023. To the knowledge of the undersigned, no event has occurred since the date of such certificate that would adversely affect the good standing of CDC in the State of Delaware.
3. Certification Regarding Resolutions
Attached hereto as Exhibit A-4 is a true, complete, and correct copy of the resolutions (the "CDC Resolutions") duly adopted by the Board of Directors of CDC, acting by unanimous written consent in lieu of a meeting in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of CDC, authorizing the following actions:
(a) The execution, delivery, and performance by CDC of the Guaranty Agreement dated as of May 4, 2023 (the "Guaranty Agreement"), in favor of Crescent Harbor Bank, N.A., as Administrative Agent, for the benefit of the Secured Parties (as defined in the Credit Agreement), pursuant to which CDC has unconditionally and irrevocably guaranteed all Obligations (as defined in the Credit Agreement) of the Borrowers under the Credit Agreement and the other Loan Documents;
(b) The execution, delivery, and performance by CDC of the Security Agreement dated as of May 4, 2023 (the "Security Agreement"), with Crescent Harbor Bank, N.A., as Collateral Agent, granting to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and lien upon all of CDC's right, title, and interest in and to the following categories of collateral: all accounts receivable, inventory, deposit accounts, supporting obligations, chattel paper (whether tangible or electronic), instruments, letter-of-credit rights, commercial tort claims (to the extent identified on the schedules to the Security Agreement), general intangibles (including payment intangibles and software), and all proceeds and products of any and all of the foregoing (collectively, the "ABL Collateral");
(c) The execution, delivery, and performance by CDC of the Pledge Agreement dated as of May 4, 2023 (to the extent CDC is a pledgor of any equity interests in any subsidiary), pledging all of CDC's right, title, and interest in and to the equity interests of any direct or indirect subsidiaries of CDC to the Collateral Agent for the benefit of the Secured Parties;
(d) The execution, delivery, and performance by CDC of all other Loan Documents (as defined in the Credit Agreement) and all ancillary documents, instruments, agreements, and certificates to which CDC is or may become a party in connection with the Credit Agreement, including without limitation any deposit account control agreements, blocked account agreements, landlord waivers, bailee letters, collateral access agreements, UCC financing statements, and intellectual property security agreements; and
(e) The designation of certain authorized signatories, each acting singly, to execute and deliver the foregoing documents on behalf of CDC, with such changes, amendments, modifications, additions, or deletions thereto as the executing officer or officers may, in their sole discretion, deem necessary, appropriate, or desirable.
The undersigned further certifies that the CDC Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors, the stockholders, or the sole member of CDC that would in any manner conflict with, limit, restrict, or modify the CDC Resolutions or the authority granted thereunder.
4. Incumbency Certificate
The undersigned hereby certifies that each of the persons listed below has been duly elected or appointed to, and on the date hereof holds, the office or offices of CDC set forth opposite his or her name below. The signature set forth opposite each such person's name is the true and genuine signature of such person. Each such person is authorized, acting singly, to execute and deliver, on behalf of CDC, the Guaranty Agreement, the Security Agreement, and each other Loan Document to which CDC is or may become a party, and to take all such further actions as may be necessary or desirable in connection therewith.
The undersigned further certifies that each person named above is, as of the date hereof, a duly elected and qualified officer of CDC, that such person holds the office set forth opposite his or her name above, and that the signature appearing opposite his or her name above is the genuine signature of such person. The authority of each such person to act on behalf of CDC in connection with the Loan Documents has not been revoked, withdrawn, or otherwise terminated.
5. Additional Certifications
The undersigned hereby further certifies as follows:
(a) Ownership. CDC is a wholly owned subsidiary of Cascade Retail Operating Company LLC ("CROC"), which is, in turn, a wholly owned subsidiary of Cascade Retail Holdings Inc. ("CRH"). All of the issued and outstanding shares of capital stock of CDC are owned, beneficially and of record, by CROC, free and clear of all liens and encumbrances (other than liens granted under the Loan Documents and any permitted liens under the Credit Agreement).
(b) No Dissolution Proceedings. No proceedings for the dissolution, liquidation, winding up, termination, or reorganization of CDC have been commenced, are pending, or, to the knowledge of the undersigned, are threatened or contemplated, whether under the Delaware General Corporation Law or otherwise, including under any applicable federal or state bankruptcy, insolvency, or similar laws.
(c) No Material Litigation. There is no action, suit, investigation, litigation, or proceeding pending against or, to the knowledge of the undersigned, threatened against or affecting CDC before any court, arbitrator, governmental body, agency, or official that would reasonably be expected to materially and adversely affect the ability of CDC to perform its obligations under the Guaranty Agreement, the Security Agreement, or any other Loan Document to which it is a party, or that would challenge the validity or enforceability of any such Loan Document.
(d) Accuracy of Representations. The representations and warranties of CDC set forth in the Loan Documents are true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).
6. Signature block
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of May 19, 2023.
CASCADE DIGITAL COMMERCE INC.
By: ________
Name: David R. Castellano
Title: Secretary
The undersigned, Jennifer M. Nakamura, President of Cascade Digital Commerce Inc., hereby confirms and verifies the incumbency and signature of David R. Castellano, Secretary of Cascade Digital Commerce Inc., as set forth above.
By: ________
Name: Jennifer M. Nakamura
Title: President
7. Exhibits to CDC Certificate
Exhibit A-1 — Certificate of Incorporation of Cascade Digital Commerce Inc. (with all amendments), as filed with the Secretary of State of the State of Delaware
[Attached]
Exhibit A-2 — Bylaws of Cascade Digital Commerce Inc.
[Attached]
Exhibit A-3 — Good Standing Certificate for Cascade Digital Commerce Inc. from the Secretary of State of the State of Delaware (dated May 2023)
[Attached]
Exhibit A-4 — Resolutions of the Board of Directors of Cascade Digital Commerce Inc. (Unanimous Written Consent in Lieu of Meeting)
[Attached]
PART II
SECRETARY'S CERTIFICATE OF CASCADE OUTLET STORES LLC
Entity Name: Cascade Outlet Stores LLC Entity Type: Limited Liability Company Jurisdiction of Organization: State of Washington Employer Identification Number: 91-2034671 Principal Office: 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121 Role in Transaction: Guarantor under the Guaranty Agreement dated as of May 4, 2023, and Grantor under the Security Agreement dated as of May 4, 2023 Description of Operations: Operates sixty-four (64) outlet retail locations across the United States
1. Introduction and Certifying Officer Identification
The undersigned, being the duly authorized representative of Cascade Outlet Stores LLC, a limited liability company organized and existing under the laws of the State of Washington ("COS"), and a wholly owned subsidiary of Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), hereby certifies the following in connection with that certain Credit Agreement dated as of May 4, 2023 (with an effective date of May 19, 2023) (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation ("CRH"), and Cascade Retail Operating Company LLC, a Delaware limited liability company, as Borrowers (collectively, the "Borrowers"), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent (in such capacities, the "Agent").
This Secretary's Certificate is delivered pursuant to Section 4.01(f) of the Credit Agreement as a condition precedent to the initial extensions of credit thereunder on the Closing Date (as defined in the Credit Agreement). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
The undersigned is familiar with the books and records of COS, has access to the organizational records, membership interest records, and other records of COS maintained in the ordinary course, and makes the certifications set forth below based upon a review of such books, records, and other documents, and upon such other inquiries as the undersigned has deemed necessary or appropriate.
2. Certification Regarding Organizational Documents
The undersigned hereby certifies as follows with respect to the organizational documents of COS:
(a) Certificate of Formation. Attached hereto as Exhibit B-1 is a true, complete, and correct copy of the Certificate of Formation of COS, as filed with the Secretary of State of the State of Washington, together with all amendments and certificates of amendment thereto through the date hereof. Such Certificate of Formation has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached as part of Exhibit B-1, and is in full force and effect as of the date hereof. No action has been taken by the member or managers of COS to amend, restate, or otherwise modify the Certificate of Formation, and no such action is currently pending or contemplated.
(b) Limited Liability Company Operating Agreement. Attached hereto as Exhibit B-2 is a true, complete, and correct copy of the Limited Liability Company Operating Agreement of COS (the "Operating Agreement"), as currently in effect. Such Operating Agreement has not been amended, restated, supplemented, or otherwise modified since the date thereof and is in full force and effect as of the date hereof. No action has been taken by the member or managers of COS to amend, restate, or otherwise modify the Operating Agreement, and no such action is currently pending or contemplated. The Operating Agreement constitutes the sole and complete limited liability company agreement of COS within the meaning of the Washington Limited Liability Company Act (RCW Title 25, Chapter 25.15).
(c) Good Standing. COS is validly existing and in good standing under the laws of the State of Washington. Attached hereto as Exhibit B-3 is a certificate of existence/good standing for COS issued by the Secretary of State of the State of Washington, dated as of a recent date in May 2023. To the knowledge of the undersigned, no event has occurred since the date of such certificate that would adversely affect the good standing of COS in the State of Washington.
3. Certification Regarding Resolutions
Attached hereto as Exhibit B-4 is a true, complete, and correct copy of the resolutions (the "COS Resolutions") duly adopted by Cascade Retail Operating Company LLC, as the sole member of COS, acting by written consent in accordance with the Operating Agreement and applicable provisions of the Washington Limited Liability Company Act, authorizing the following actions:
(a) The execution, delivery, and performance by COS of the Guaranty Agreement dated as of May 4, 2023 (the "Guaranty Agreement"), in favor of Crescent Harbor Bank, N.A., as Administrative Agent, for the benefit of the Secured Parties (as defined in the Credit Agreement), pursuant to which COS has unconditionally and irrevocably guaranteed all Obligations (as defined in the Credit Agreement) of the Borrowers under the Credit Agreement and the other Loan Documents;
(b) The execution, delivery, and performance by COS of the Security Agreement dated as of May 4, 2023 (the "Security Agreement"), with Crescent Harbor Bank, N.A., as Collateral Agent, granting to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and lien upon all of COS's right, title, and interest in and to all ABL Collateral (as defined in the Security Agreement), including without limitation all accounts receivable, inventory, deposit accounts, supporting obligations, chattel paper, instruments, letter-of-credit rights, general intangibles, and all proceeds and products of any and all of the foregoing;
(c) The execution, delivery, and performance by COS of all other Loan Documents (as defined in the Credit Agreement) and all ancillary documents, instruments, agreements, and certificates to which COS is or may become a party in connection with the Credit Agreement, including without limitation any deposit account control agreements, blocked account agreements, landlord waivers, bailee letters, collateral access agreements, UCC financing statements, and intellectual property security agreements; and
(d) The designation of certain authorized representatives, each acting singly, to execute and deliver the foregoing documents on behalf of COS, with such changes, amendments, modifications, additions, or deletions thereto as the executing representative or representatives may, in their sole discretion, deem necessary, appropriate, or desirable.
The undersigned further certifies that the COS Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions, consents, or other actions have been adopted or taken by the sole member or any manager of COS that would in any manner conflict with, limit, restrict, or modify the COS Resolutions or the authority granted thereunder.
4. Incumbency Certificate
The undersigned hereby certifies that each of the persons listed below has been duly designated as an authorized representative of COS and, on the date hereof, holds the position set forth opposite his or her name below. The signature set forth opposite each such person's name is the true and genuine signature of such person. Each such person is authorized, acting singly, to execute and deliver, on behalf of COS, the Guaranty Agreement, the Security Agreement, and each other Loan Document to which COS is or may become a party, and to take all such further actions as may be necessary or desirable in connection therewith.
The undersigned further certifies that each person named above is, as of the date hereof, a duly designated and authorized representative of COS, that such person holds the position set forth opposite his or her name above, and that the signature appearing opposite his or her name above is the genuine signature of such person. The authority of each such person to act on behalf of COS in connection with the Loan Documents has not been revoked, withdrawn, or otherwise terminated.
5. Additional Certifications
The undersigned hereby further certifies as follows:
(a) Ownership. COS is a wholly owned subsidiary of Cascade Retail Operating Company LLC ("CROC"). All of the outstanding membership interests of COS are owned, beneficially and of record, by CROC, free and clear of all liens and encumbrances (other than liens granted under the Loan Documents and any permitted liens under the Credit Agreement). CROC is the sole member of COS.
(b) No Dissolution Proceedings. No proceedings for the dissolution, liquidation, winding up, termination, or reorganization of COS have been commenced, are pending, or, to the knowledge of the undersigned, are threatened or contemplated, whether under the Washington Limited Liability Company Act or otherwise, including under any applicable federal or state bankruptcy, insolvency, or similar laws.
(c) No Material Litigation. There is no action, suit, investigation, litigation, or proceeding pending against or, to the knowledge of the undersigned, threatened against or affecting COS before any court, arbitrator, governmental body, agency, or official that would reasonably be expected to materially and adversely affect the ability of COS to perform its obligations under the Guaranty Agreement, the Security Agreement, or any other Loan Document to which it is a party, or that would challenge the validity or enforceability of any such Loan Document.
(d) UCC Filing Jurisdiction. The undersigned acknowledges that COS's jurisdiction of organization for purposes of Article 9 of the Uniform Commercial Code is the State of Washington. UCC-1 financing statement filing no. 2023-204-8176 has been filed with the Washington Secretary of State in favor of Crescent Harbor Bank, N.A., as Collateral Agent, covering the ABL Collateral of COS as described in the Security Agreement. Such filing is effective and has not been terminated, lapsed, or otherwise rendered ineffective.
(e) Accuracy of Representations. The representations and warranties of COS set forth in the Loan Documents are true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).
6. Signature block
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of May 19, 2023.
CASCADE OUTLET STORES LLC
By: ________
Name: Sarah L. Whitfield
Title: Vice President and Secretary
The undersigned, Thomas E. Brennan, Manager and President of Cascade Outlet Stores LLC, hereby confirms and verifies the incumbency and signature of Sarah L. Whitfield, Vice President and Secretary of Cascade Outlet Stores LLC, as set forth above.
By: ________
Name: Thomas E. Brennan
Title: Manager and President
7. Exhibits to COS Certificate
Exhibit B-1 — Certificate of Formation of Cascade Outlet Stores LLC (with all amendments), as filed with the Secretary of State of the State of Washington
[Attached]
Exhibit B-2 — Limited Liability Company Operating Agreement of Cascade Outlet Stores LLC
[Attached]
Exhibit B-3 — Good Standing Certificate (Certificate of Existence) for Cascade Outlet Stores LLC from the Secretary of State of the State of Washington (dated May 2023)
[Attached]
Exhibit B-4 — Resolutions of the Sole Member (Cascade Retail Operating Company LLC) of Cascade Outlet Stores LLC (Written Consent of Sole Member)
[Attached]
PART III
SECRETARY'S CERTIFICATE OF CASCADE FULFILLMENT SERVICES INC.
Entity Name: Cascade Fulfillment Services Inc. Entity Type: Corporation Jurisdiction of Incorporation: State of Delaware Employer Identification Number: 84-5291836 Principal Office: 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121 Distribution Center Operations:
•  Kent, Washington — 18700 72nd Avenue South, Kent, WA 98032
•  Reno, Nevada — 4500 Logistics Parkway, Reno, NV 89506
•  Columbus, Ohio — 7200 Alum Creek Drive, Columbus, OH 43217
Role in Transaction: Guarantor under the Guaranty Agreement dated as of May 4, 2023, and Grantor under the Security Agreement dated as of May 4, 2023 Description of Operations: Operates three distribution and fulfillment centers located in Kent, WA; Reno, NV; and Columbus, OH
1. Introduction and Certifying Officer Identification
The undersigned, being the duly appointed Secretary of Cascade Fulfillment Services Inc., a corporation organized and existing under the laws of the State of Delaware ("CFS"), and a wholly owned subsidiary of Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), hereby certifies the following in connection with that certain Credit Agreement dated as of May 4, 2023 (with an effective date of May 19, 2023) (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation ("CRH"), and Cascade Retail Operating Company LLC, a Delaware limited liability company, as Borrowers (collectively, the "Borrowers"), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent (in such capacities, the "Agent").
This Secretary's Certificate is delivered pursuant to Section 4.01(f) of the Credit Agreement as a condition precedent to the initial extensions of credit thereunder on the Closing Date (as defined in the Credit Agreement). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
The undersigned is familiar with the books and records of CFS, has access to the minute books, stock records, and other corporate records of CFS, and makes the certifications set forth below based upon a review of such books, records, and other documents, and upon such other inquiries as the undersigned has deemed necessary or appropriate. CFS operates three distribution and fulfillment centers located in Kent, Washington; Reno, Nevada; and Columbus, Ohio, through which it provides logistics, warehousing, and order fulfillment services in support of the Borrowers' retail and e-commerce operations.
2. Certification Regarding Organizational Documents
The undersigned hereby certifies as follows with respect to the organizational documents of CFS:
(a) Certificate of Incorporation. Attached hereto as Exhibit C-1 is a true, complete, and correct copy of the Certificate of Incorporation of CFS, as filed with the Secretary of State of the State of Delaware, together with all amendments and certificates of amendment thereto through the date hereof. Such Certificate of Incorporation has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached as part of Exhibit C-1, and is in full force and effect as of the date hereof. No action has been taken by the board of directors or stockholders of CFS to amend, restate, or otherwise modify the Certificate of Incorporation, and no such action is currently pending or contemplated.
(b) Bylaws. Attached hereto as Exhibit C-2 is a true, complete, and correct copy of the Bylaws of CFS, as currently in effect. Such Bylaws have not been amended, restated, supplemented, or otherwise modified since the date thereof and are in full force and effect as of the date hereof. No action has been taken by the board of directors or stockholders of CFS to amend, restate, or otherwise modify the Bylaws, and no such action is currently pending or contemplated.
(c) Good Standing. CFS is validly existing and in good standing under the laws of the State of Delaware. Attached hereto as Exhibit C-3 is a certificate of good standing (or equivalent certificate of status) for CFS issued by the Secretary of State of the State of Delaware, dated as of a recent date in May 2023. To the knowledge of the undersigned, no event has occurred since the date of such certificate that would adversely affect the good standing of CFS in the State of Delaware.
3. Certification Regarding Resolutions
Attached hereto as Exhibit C-4 is a true, complete, and correct copy of the resolutions (the "CFS Resolutions") duly adopted by the Board of Directors of CFS, acting by unanimous written consent in lieu of a meeting in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of CFS, authorizing the following actions:
(a) The execution, delivery, and performance by CFS of the Guaranty Agreement dated as of May 4, 2023 (the "Guaranty Agreement"), in favor of Crescent Harbor Bank, N.A., as Administrative Agent, for the benefit of the Secured Parties (as defined in the Credit Agreement), pursuant to which CFS has unconditionally and irrevocably guaranteed all Obligations (as defined in the Credit Agreement) of the Borrowers under the Credit Agreement and the other Loan Documents;
(b) The execution, delivery, and performance by CFS of the Security Agreement dated as of May 4, 2023 (the "Security Agreement"), with Crescent Harbor Bank, N.A., as Collateral Agent, granting to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and lien upon all of CFS's right, title, and interest in and to the following categories of collateral: all accounts receivable, inventory (including, without limitation, all in-transit inventory and all inventory located at or in transit to or from CFS's distribution center facilities at 18700 72nd Avenue South, Kent, WA 98032; 4500 Logistics Parkway, Reno, NV 89506; and 7200 Alum Creek Drive, Columbus, OH 43217), deposit accounts, supporting obligations, chattel paper (whether tangible or electronic), instruments, letter-of-credit rights, commercial tort claims (to the extent identified on the schedules to the Security Agreement), general intangibles (including payment intangibles and software), and all proceeds and products of any and all of the foregoing (collectively, the "ABL Collateral");
(c) The execution, delivery, and performance by CFS of all other Loan Documents (as defined in the Credit Agreement) and all ancillary documents, instruments, agreements, and certificates to which CFS is or may become a party in connection with the Credit Agreement, including without limitation any deposit account control agreements, blocked account agreements, landlord waivers, bailee letters, collateral access agreements, UCC financing statements, and intellectual property security agreements; and
(d) The designation of certain authorized signatories, each acting singly, to execute and deliver the foregoing documents on behalf of CFS, with such changes, amendments, modifications, additions, or deletions thereto as the executing officer or officers may, in their sole discretion, deem necessary, appropriate, or desirable.
The undersigned further certifies that the CFS Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors, the stockholders, or the sole member of CFS that would in any manner conflict with, limit, restrict, or modify the CFS Resolutions or the authority granted thereunder.
4. Incumbency Certificate
The undersigned hereby certifies that each of the persons listed below has been duly elected or appointed to, and on the date hereof holds, the office or offices of CFS set forth opposite his or her name below. The signature set forth opposite each such person's name is the true and genuine signature of such person. Each such person is authorized, acting singly, to execute and deliver, on behalf of CFS, the Guaranty Agreement, the Security Agreement, and each other Loan Document to which CFS is or may become a party, and to take all such further actions as may be necessary or desirable in connection therewith.
The undersigned further certifies that each person named above is, as of the date hereof, a duly elected and qualified officer of CFS, that such person holds the office set forth opposite his or her name above, and that the signature appearing opposite his or her name above is the genuine signature of such person. The authority of each such person to act on behalf of CFS in connection with the Loan Documents has not been revoked, withdrawn, or otherwise terminated.
5. Additional Certifications
The undersigned hereby further certifies as follows:
(a) Ownership. CFS is a wholly owned subsidiary of Cascade Retail Operating Company LLC ("CROC"), which is, in turn, a wholly owned subsidiary of Cascade Retail Holdings Inc. ("CRH"). All of the issued and outstanding shares of capital stock of CFS are owned, beneficially and of record, by CROC, free and clear of all liens and encumbrances (other than liens granted under the Loan Documents and any permitted liens under the Credit Agreement).
(b) No Dissolution Proceedings. No proceedings for the dissolution, liquidation, winding up, termination, or reorganization of CFS have been commenced, are pending, or, to the knowledge of the undersigned, are threatened or contemplated, whether under the Delaware General Corporation Law or otherwise, including under any applicable federal or state bankruptcy, insolvency, or similar laws.
(c) No Material Litigation. There is no action, suit, investigation, litigation, or proceeding pending against or, to the knowledge of the undersigned, threatened against or affecting CFS before any court, arbitrator, governmental body, agency, or official that would reasonably be expected to materially and adversely affect the ability of CFS to perform its obligations under the Guaranty Agreement, the Security Agreement, or any other Loan Document to which it is a party, or that would challenge the validity or enforceability of any such Loan Document.
(d) Accuracy of Representations. The representations and warranties of CFS set forth in the Loan Documents are true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).
6. Signature block
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of May 19, 2023.
CASCADE FULFILLMENT SERVICES INC.
By: ________
Name: Rachel A. Kim
Title: Secretary and Vice President
The undersigned, Michael P. Hargrove, President of Cascade Fulfillment Services Inc., hereby confirms and verifies the incumbency and signature of Rachel A. Kim, Secretary and Vice President of Cascade Fulfillment Services Inc., as set forth above.
By: ________
Name: Michael P. Hargrove
Title: President
7. Exhibits to CFS Certificate
Exhibit C-1 — Certificate of Incorporation of Cascade Fulfillment Services Inc. (with all amendments), as filed with the Secretary of State of the State of Delaware
[Attached]
Exhibit C-2 — Bylaws of Cascade Fulfillment Services Inc.
[Attached]
Exhibit C-3 — Good Standing Certificate for Cascade Fulfillment Services Inc. from the Secretary of State of the State of Delaware (dated May 2023)
[Attached]
Exhibit C-4 — Resolutions of the Board of Directors of Cascade Fulfillment Services Inc. (Unanimous Written Consent in Lieu of Meeting)
[Attached]
APPENDIX
FORM OF RESOLUTIONS
(Common Structure Across All Three Guarantor Subsidiaries)
Note: The following sets forth the common form and structure of the resolutions adopted by each Guarantor Subsidiary (CDC, COS, and CFS) in connection with the Credit Agreement. The actual executed resolutions for each entity are attached as Exhibits A-4, B-4, and C-4, respectively, to the applicable Secretary's Certificate and are tailored to reflect the specific entity type, jurisdiction of organization, and governing body of each Guarantor Subsidiary (i.e., board of directors for corporations; sole member for limited liability companies).
UNANIMOUS WRITTEN CONSENT OF THE [BOARD OF DIRECTORS / SOLE MEMBER] OF [GUARANTOR ENTITY NAME]
IN LIEU OF [A SPECIAL MEETING / MEETING]
Effective as of May 4, 2023
Recitals.  The undersigned, being [all of the members of the Board of Directors / the sole member] of [Guarantor Entity Name], a [corporation incorporated under the laws of the State of Delaware / limited liability company organized under the laws of the State of Washington] (the "Company"), acting pursuant to [Section 141(f) of the General Corporation Law of the State of Delaware / the Limited Liability Company Operating Agreement of the Company and applicable provisions of the Washington Limited Liability Company Act], hereby consent(s) to the adoption of the following recitals and resolutions, effective as of the date first written above, with the same force and effect as if adopted at a duly called and held [special meeting of the Board of Directors / meeting of the sole member] of the Company at which a quorum was present and acting throughout:
WHEREAS, Cascade Retail Holdings Inc., a Delaware corporation ("CRH"), and Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), propose to enter into that certain Credit Agreement dated as of May 4, 2023 (with an effective date of May 19, 2023) (the "Credit Agreement"), with the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent (the "Agent"), providing for a $300,000,000 Senior Secured Asset-Based Revolving Credit Facility (the "Credit Facility");
WHEREAS, the Company is a wholly owned subsidiary (directly or indirectly) of CRH and will derive substantial direct and indirect benefit from the extension of credit to the Borrowers under the Credit Facility, and the Board of Directors (or sole member, as applicable) has determined that the Company's entry into the transactions contemplated by the Credit Agreement and the other Loan Documents is in the best interests of the Company and its stockholders (or member, as applicable);
WHEREAS, as a condition to the extension of credit under the Credit Facility, the Agent has required, among other things, that the Company (i) execute and deliver a Guaranty Agreement dated as of May 4, 2023 (the "Guaranty Agreement"), in favor of the Agent for the benefit of the Secured Parties (as defined in the Credit Agreement), unconditionally and irrevocably guaranteeing all Obligations (as defined in the Credit Agreement) of the Borrowers under the Credit Agreement and the other Loan Documents, and (ii) execute and deliver a Security Agreement dated as of May 4, 2023 (the "Security Agreement"), with the Agent as Collateral Agent, granting to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and lien upon all of the Company's right, title, and interest in and to the ABL Collateral (as defined in the Security Agreement); and
WHEREAS, the [Board of Directors / sole member] has reviewed and considered the terms of the Credit Agreement, the Guaranty Agreement, the Security Agreement, and the other Loan Documents (as defined in the Credit Agreement) to which the Company is or will become a party, and has determined that it is in the best interests of the Company to authorize the execution, delivery, and performance thereof;
Operative Resolutions.  NOW, THEREFORE, BE IT:
RESOLVED, that the Company is hereby authorized to execute, deliver, and perform the Guaranty Agreement, the Security Agreement, and each other Loan Document (as defined in the Credit Agreement) to which the Company is or will become a party, in substantially the forms presented to the [Board of Directors / sole member], with such changes, amendments, modifications, additions, or deletions thereto as the officer or officers executing the same may, in his, her, or their sole discretion, deem necessary, appropriate, or desirable, the execution thereof by such officer or officers to be conclusive evidence of such officer's or officers' approval of any such changes, amendments, modifications, additions, or deletions; and be it further
RESOLVED, that each of the following persons (each, an "Authorized Signatory"):
[Name], [Title] [Name], [Title]
is hereby authorized and empowered, acting singly, to execute and deliver, on behalf of the Company, the Guaranty Agreement, the Security Agreement, and each other Loan Document to which the Company is or will become a party, and to take all such further actions, execute and deliver all such further documents, instruments, agreements, and certificates, and make all such filings, as such Authorized Signatory may deem necessary, appropriate, or desirable to carry out the intent and purpose of these resolutions; and be it further
RESOLVED, that such Authorized Signatories, each acting singly, are hereby authorized and empowered to execute and deliver, on behalf of the Company, any and all UCC-1 financing statements, UCC-3 amendments, deposit account control agreements, blocked account agreements, landlord waivers, bailee letters, collateral access agreements, certificates, and other documents, instruments, and agreements as may be required or reasonably requested by the Agent or the Collateral Agent in connection with the Credit Agreement, the Security Agreement, and the other Loan Documents, including without limitation any documents necessary to perfect the security interests granted under the Security Agreement; and be it further
RESOLVED, that all actions heretofore taken by any officer, director, manager, authorized representative, or agent of the Company in connection with the negotiation, preparation, and execution of the Credit Agreement, the Guaranty Agreement, the Security Agreement, and the other Loan Documents, and in connection with the transactions contemplated thereby, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company; and be it further
RESOLVED, that these resolutions shall remain in full force and effect until modified, amended, or revoked by a subsequent [written consent of the Board of Directors / written consent of the sole member] of the Company.
[SIGNATURE PAGE FOLLOWS]
The foregoing resolutions are adopted by the [Board of Directors / sole member] of [Guarantor Entity Name] by unanimous written consent, effective as of May 4, 2023.
[BOARD OF DIRECTORS / SOLE MEMBER]
________________________________________
[Name] [Title]
________________________________________
[Name] [Title]
Notes on Document Production:
1.  Each of the three Secretary's Certificates follows a parallel structure but has been tailored to the specific entity type (corporation vs. limited liability company), jurisdiction of organization (Delaware vs. Washington), and organizational document nomenclature (Certificate of Incorporation and Bylaws for corporations; Certificate of Formation and Operating Agreement for limited liability companies).
2.  Exhibit placeholders are included with "[Attached]" notation, as the actual organizational documents, good standing certificates, and executed resolutions constitute separate physical attachments to this compiled document.
3.  This combined document is presented as a single compiled file with clear separation and page breaks between the three Secretary's Certificates. The original executed certificates, together with all exhibits, should be maintained in the closing binder maintained by the Administrative Agent and borrower's counsel.
4.  The Credit Agreement and the Loan Documents referenced herein are governed by, and construed in accordance with, the laws of the State of New York. The organizational documents of each Guarantor Subsidiary are governed by the laws of the applicable jurisdiction of organization: (a) CDC — State of Delaware; (b) COS — State of Washington; and (c) CFS — State of Delaware.
5.  This document has been prepared by Calderwood & Harkness LLP, counsel to the Borrowers and the Guarantor Subsidiaries, in connection with Calderwood & Harkness LLP Matter No. 1038-00002.
Exhibit | Description
Exhibit A-1 | Certificate of Incorporation of CDC (with all amendments)
Exhibit A-2 | Bylaws of CDC
Exhibit A-3 | Good Standing Certificate — CDC (Delaware Secretary of State)
Exhibit A-4 | Resolutions of the Board of Directors of CDC
Exhibit B-1 | Certificate of Formation of COS (with all amendments)
Exhibit B-2 | Limited Liability Company Operating Agreement of COS
Exhibit B-3 | Good Standing Certificate — COS (Washington Secretary of State)
Exhibit B-4 | Resolutions of the Sole Member of COS
Exhibit C-1 | Certificate of Incorporation of CFS (with all amendments)
Exhibit C-2 | Bylaws of CFS
Exhibit C-3 | Good Standing Certificate — CFS (Delaware Secretary of State)
Exhibit C-4 | Resolutions of the Board of Directors of CFS
Name | Title | Specimen Signature
Jennifer M. Nakamura | President | _____
David R. Castellano | Secretary and Vice President | _____
Name | Title | Specimen Signature
Thomas E. Brennan | Manager and President | _____
Sarah L. Whitfield | Vice President and Secretary | _____
Name | Title | Specimen Signature
Michael P. Hargrove | President | _____
Rachel A. Kim | Secretary and Vice President | _____

SECRETARY'S CERTIFICATES OF GUARANTOR SUBSIDIARIES

TABLE OF CONTENTS

SECRETARY'S CERTIFICATE OF CASCADE DIGITAL COMMERCE INC.

CASCADE DIGITAL COMMERCE INC.

PART II

SECRETARY'S CERTIFICATE OF CASCADE OUTLET STORES LLC

CASCADE OUTLET STORES LLC

PART III

SECRETARY'S CERTIFICATE OF CASCADE FULFILLMENT SERVICES INC.

CASCADE FULFILLMENT SERVICES INC.

APPENDIX

FORM OF RESOLUTIONS

Record

Parties

Dates

Amounts