UCC FINANCING STATEMENTS — FILING PACKAGE

UCC FINANCING STATEMENTS — FILING PACKAGE
PREPARED BY
CALDERWOOD & HARKNESS LLP 599 Lexington Avenue, 42nd Floor New York, New York 10022
TRANSMITTAL MEMORANDUM
May 19, 2023
TO: Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent
FROM: Calderwood & Harkness LLP
RE: UCC Financing Statements — Filing Package
MATTER: Cascade Retail Holdings Inc. — $300,000,000 Senior Secured Asset-Based Revolving Credit Facility
CALDERWOOD & HARKNESS MATTER NO.: 1038-00002
CLOSING DATE: May 19, 2023
Contact Information:
Purpose.  This filing package contains the UCC-1 initial financing statements and UCC-3 termination statements prepared in connection with the closing of the $300,000,000 Senior Secured Asset-Based Revolving Credit Facility dated as of May 4, 2023 (effective May 19, 2023) (the "Credit Agreement") among Cascade Retail Holdings Inc., a Delaware corporation ("CRH"), and Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC"), as Borrowers, the Guarantors party thereto (including Cascade Outlet Stores LLC, a Washington limited liability company ("COS"), Cascade Digital Commerce Inc., a Delaware corporation ("CDC"), and Cascade Fulfillment Services Inc., a Delaware corporation ("CFS")), the Lenders party thereto, and Crescent Harbor Bank, National Association ("Crescent Harbor Bank" or the "Collateral Agent"), as Administrative Agent and Collateral Agent.
All filings contained herein are governed by Article 9 of the Uniform Commercial Code as adopted in the relevant filing jurisdictions. The UCC-1 initial financing statements have been prepared to perfect the security interests granted by the Grantors under the Security Agreement dated as of May 4, 2023 in favor of the Collateral Agent for the benefit of the Secured Parties. The UCC-3 termination statements have been prepared to terminate the existing financing statements of Harborview Lending Group, LLC in connection with the refinancing and payoff of the existing $175,000,000 revolving ABL credit facility on the Closing Date.
This filing package is organized as follows:
•  Part I — UCC-1 Initial Financing Statements (three filings)
•  Part II — UCC-3 Termination Statements (two filings)
•  Part III — Filing Summary and Status Table
•  Part IV — Filing Office Acknowledgment Copies
•  Part V — Preparation and Authorization Notes
Filing Index.  
This filing package is confidential and has been prepared by Calderwood & Harkness LLP solely for the benefit of the addressee in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement. Distribution is limited to the parties identified in Part V hereof.
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PART I
UCC-1 INITIAL FINANCING STATEMENTS
Section 1: UCC-1 Financing Statement No. 1 — Cascade Retail Holdings Inc. (Delaware)
1A. Filing Information Header
Form: UCC FINANCING STATEMENT (Form UCC1)
Filing Office: Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901
Filing Number: 2023-1947291
Filing Date: May 19, 2023
File Time: To be stamped by the Delaware Secretary of State upon acceptance for filing
This UCC-1 Financing Statement is filed to perfect the security interest of Crescent Harbor Bank, National Association, as Collateral Agent, in the personal property of Cascade Retail Holdings Inc. as described in box 4 below, pursuant to the Security Agreement dated as of May 4, 2023. The filing jurisdiction is the State of Delaware, which is the jurisdiction of organization of the Debtor within the meaning of Section 9-301(1) of the Uniform Commercial Code.
1B. Box 1 — Debtor Information (Organization)
1. DEBTOR'S NAME: (Provide only one Debtor name — 1a or 1b — do not abbreviate or combine names)
1a. ORGANIZATION'S NAME:
Cascade Retail Holdings Inc.
1b. INDIVIDUAL'S SURNAME: N/A
MAILING ADDRESS:
2200 Elliott Avenue, Suite 1400 Seattle, Washington 98121
TAX ID / SSN / EIN: 91-1847263
TYPE OF ORGANIZATION: Corporation
JURISDICTION OF ORGANIZATION: Delaware
ORGANIZATIONAL ID #: 5784291 (Delaware file number of the Certificate of Incorporation of Cascade Retail Holdings Inc.)
The Debtor's exact legal name as set forth above has been confirmed against the Debtor's Certificate of Incorporation on file with the Delaware Secretary of State and has been verified in the Perfection Certificate dated May 4, 2023 delivered by the Debtor pursuant to the Security Agreement. The name conforms to the requirements of UCC § 9-503(a)(1) for a registered organization.
1C. Box 2 — Additional Debtor
2. ADDITIONAL DEBTOR'S NAME: None
No additional debtor is listed on this financing statement. Cascade Retail Operating Company LLC is listed as the debtor on a separate UCC-1 financing statement (Filing No. 2023-1947283) filed concurrently herewith with the Delaware Secretary of State. Each debtor is the subject of an individual filing to ensure the accuracy and searchability of the filing office records and to minimize any risk of rejection or confusion in the central filing index.
1D. Box 3 — Secured Party Information
3. SECURED PARTY'S NAME: (or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY)
3a. ORGANIZATION'S NAME:
Crescent Harbor Bank, National Association, as Collateral Agent
MAILING ADDRESS:
780 Park Avenue, 30th Floor New York, New York 10021
The Secured Party is acting in its capacity as Collateral Agent for the benefit of the Secured Parties under and as defined in the Credit Agreement dated as of May 4, 2023 and the Security Agreement dated as of May 4, 2023. All references herein to the Secured Party include its successors and assigns in such capacity.
1E. Box 4 — Collateral Description
4. COLLATERAL: This financing statement covers the following collateral:
All right, title, and interest of the Debtor in and to the following property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:
(a) All accounts (as defined in the UCC), including, without limitation, all accounts receivable, all rights to payment for goods sold, leased, licensed, or otherwise disposed of, or for services rendered, and all rights to payment arising out of any and all charge accounts and credit card arrangements;
(b) All inventory (as defined in the UCC), including, without limitation, all raw materials, work-in-process, finished goods, goods in transit, and goods held for sale, lease, or furnishing under contracts of service, whether now held or hereafter acquired, and including all such inventory held at the following distribution center locations:
(i) 18700 72nd Avenue South, Kent, Washington 98032;
(ii) 4500 Logistics Parkway, Reno, Nevada 89506; and
(iii) 7200 Alum Creek Drive, Columbus, Ohio 43217;
and at all retail store and outlet locations operated by or on behalf of the Debtor, whether currently existing or hereafter established, and all goods, packaging materials, supplies, labels, and other items held or used in connection with any of the foregoing;
(c) All deposit accounts (as defined in the UCC), including, without limitation, all demand, time, savings, passbook, and similar accounts maintained with any bank or other financial institution;
(d) All chattel paper (as defined in the UCC), whether tangible or electronic, including, without limitation, all records evidencing both a monetary obligation and a security interest in specific goods or a lease of specific goods;
(e) All instruments (as defined in the UCC), including, without limitation, all promissory notes, drafts, and other negotiable and non-negotiable instruments;
(f) All letter-of-credit rights (as defined in the UCC), whether or not the letter of credit is evidenced by a writing;
(g) All supporting obligations (as defined in the UCC), including, without limitation, all letters of credit, guarantees, suretyships, and other secondary obligations supporting the payment or performance of any of the foregoing;
(h) All commercial tort claims (as defined in the UCC), to the extent identified in the Perfection Certificate delivered pursuant to the Security Agreement dated as of May 4, 2023, and any supplements thereto delivered from time to time in accordance with Section 5.14 of the Security Agreement;
(i) All general intangibles (as defined in the UCC), including, without limitation, all payment intangibles, tax refunds, customer lists, goodwill, trade secrets, software (to the extent not otherwise constituting goods), licenses, franchises, and all contract rights (other than intellectual property registered with the United States Patent and Trademark Office or the United States Copyright Office, which intellectual property is subject to a negative pledge under Section 7.02(h) of the Credit Agreement);
(j) All books and records relating to any and all of the foregoing, including, without limitation, all computer programs, data files, tapes, disks, and related media;
(k) All products of any and all of the foregoing; and
(l) All proceeds (as defined in the UCC) of any and all of the foregoing, in whatever form, including, without limitation, cash proceeds, insurance proceeds, negotiable instruments, and other instruments for the payment of money, chattel paper, security agreements, and other documents.
EXCLUDED COLLATERAL: Notwithstanding the foregoing, the collateral described herein does not include:
(i) Real property (other than fixtures as defined in the UCC to the extent covered by a fixture filing, which is not included in this financing statement);
(ii) Equity interests in foreign subsidiaries of the Debtor in excess of sixty-five percent (65%) of the voting stock thereof (including, without limitation, equity interests in Cascade Retail Canada ULC in excess of 65% of the voting stock thereof); and
(iii) intellectual property registered with the United States Patent and Trademark Office or the United States Copyright Office (which is subject to a negative pledge under the Credit Agreement and is not subject to a grant of a security interest hereunder).
1F. Box 5 — Check boxes / Alternative Designations
5. CHECK ONLY IF APPLICABLE AND CHECK ONLY ONE box:
This financing statement covers as-extracted collateral — NOT CHECKED
This financing statement covers timber to be cut — NOT CHECKED
This financing statement is filed as a fixture filing — NOT CHECKED
Debtor is a transmitting utility — NOT CHECKED
None of the foregoing alternative designations is applicable to this filing. The Debtor is not a transmitting utility and the collateral does not include as-extracted collateral, timber to be cut, or fixtures (for fixture filing purposes). To the extent any fixtures are included in the collateral, perfection is being accomplished by other means or is not required under the terms of the Credit Agreement.
1G. Box 6 — Optional Filer Reference Data
6. OPTIONAL FILER REFERENCE DATA:
Calderwood & Harkness LLP Matter No. 1038-00002
Credit Agreement dated as of May 4, 2023 among Cascade Retail Holdings Inc., Cascade Retail Operating Company LLC, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent
Whitfield, Greer & Holloway LLP Matter No. 1038-00002
1H. Box 7 — Filing Office Acknowledgment Copy
7. RETURN ACKNOWLEDGMENT COPY TO:
Calderwood & Harkness LLP 599 Lexington Avenue, 42nd Floor New York, New York 10022
Attention: Marcus Leung
Telephone: (212) 555-7142
Email: m.leung@calderwoodharkness.com
The filing office is requested to communicate the filing information, including the assigned filing number and date and time of filing, to the above-referenced address. A copy of the acknowledged financing statement should be returned by mail or electronic communication to the attention of the named contact.
Section 2: UCC-1 Financing Statement No. 2 — Cascade Retail Operating Company LLC (Delaware)
2A. Filing Information Header
Form: UCC FINANCING STATEMENT (Form UCC1)
Filing Office: Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901
Filing Number: 2023-1947283
Filing Date: May 19, 2023
File Time: To be stamped by the Delaware Secretary of State upon acceptance for filing
This UCC-1 Financing Statement is filed to perfect the security interest of Crescent Harbor Bank, National Association, as Collateral Agent, in the personal property of Cascade Retail Operating Company LLC as described in box 4 below, pursuant to the Security Agreement dated as of May 4, 2023. The filing jurisdiction is the State of Delaware, which is the jurisdiction of organization of the Debtor within the meaning of Section 9-301(1) of the Uniform Commercial Code. Cascade Retail Operating Company LLC is a Co-Borrower under the Credit Agreement and holds substantially all of the operating assets of the Cascade Retail group, including the preponderance of inventory and accounts receivable generated through the operation of the Cascade Retail business.
2B. Box 1 — Debtor Information (Organization)
1. DEBTOR'S NAME: (Provide only one Debtor name — 1a or 1b — do not abbreviate or combine names)
1a. ORGANIZATION'S NAME:
Cascade Retail Operating Company LLC
1b. INDIVIDUAL'S SURNAME: N/A
MAILING ADDRESS:
2200 Elliott Avenue, Suite 1400 Seattle, Washington 98121
TAX ID / SSN / EIN: 83-2951047
TYPE OF ORGANIZATION: Limited Liability Company
JURISDICTION OF ORGANIZATION: Delaware
ORGANIZATIONAL ID #: 7291834 (Delaware file number of the Certificate of Formation of Cascade Retail Operating Company LLC)
The Debtor's exact legal name as set forth above has been confirmed against the Debtor's Certificate of Formation on file with the Delaware Secretary of State and has been verified in the Perfection Certificate dated May 4, 2023 delivered by the Debtor pursuant to the Security Agreement. The name conforms to the requirements of UCC § 9-503(a)(1) for a registered organization.
2C. Box 2 — Additional Debtor
2. ADDITIONAL DEBTOR'S NAME: None
No additional debtor is listed on this financing statement. As noted above, each Grantor under the Security Agreement is the subject of an individual filing to maintain the accuracy and searchability of the filing office records and to reduce any risk associated with indexing multiple debtors on a single financing statement.
2D. Box 3 — Secured Party Information
3. SECURED PARTY'S NAME: (or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY)
3a. ORGANIZATION'S NAME:
Crescent Harbor Bank, National Association, as Collateral Agent
MAILING ADDRESS:
780 Park Avenue, 30th Floor New York, New York 10021
The Secured Party is acting in its capacity as Collateral Agent for the benefit of the Secured Parties under and as defined in the Credit Agreement dated as of May 4, 2023 and the Security Agreement dated as of May 4, 2023. All references herein to the Secured Party include its successors and assigns in such capacity.
2E. Box 4 — Collateral Description
4. COLLATERAL: This financing statement covers the following collateral:
All right, title, and interest of the Debtor in and to the following property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:
(a) All accounts (as defined in the UCC), including, without limitation, all accounts receivable, all rights to payment for goods sold, leased, licensed, or otherwise disposed of, or for services rendered, and all rights to payment arising out of any and all charge accounts and credit card arrangements;
(b) All inventory (as defined in the UCC), including, without limitation, all raw materials, work-in-process, finished goods, goods in transit, and goods held for sale, lease, or furnishing under contracts of service, whether now held or hereafter acquired, and including all such inventory held at the following distribution center locations:
(i) 18700 72nd Avenue South, Kent, Washington 98032;
(ii) 4500 Logistics Parkway, Reno, Nevada 89506; and
(iii) 7200 Alum Creek Drive, Columbus, Ohio 43217;
and at all retail store and outlet locations operated by or on behalf of the Debtor, whether currently existing or hereafter established, and all goods, packaging materials, supplies, labels, and other items held or used in connection with any of the foregoing;
(c) All deposit accounts (as defined in the UCC), including, without limitation, all demand, time, savings, passbook, and similar accounts maintained with any bank or other financial institution;
(d) All chattel paper (as defined in the UCC), whether tangible or electronic, including, without limitation, all records evidencing both a monetary obligation and a security interest in specific goods or a lease of specific goods;
(e) All instruments (as defined in the UCC), including, without limitation, all promissory notes, drafts, and other negotiable and non-negotiable instruments;
(f) All letter-of-credit rights (as defined in the UCC), whether or not the letter of credit is evidenced by a writing;
(g) All supporting obligations (as defined in the UCC), including, without limitation, all letters of credit, guarantees, suretyships, and other secondary obligations supporting the payment or performance of any of the foregoing;
(h) All commercial tort claims (as defined in the UCC), to the extent identified in the Perfection Certificate delivered pursuant to the Security Agreement dated as of May 4, 2023, and any supplements thereto delivered from time to time in accordance with Section 5.14 of the Security Agreement;
(i) All general intangibles (as defined in the UCC), including, without limitation, all payment intangibles, tax refunds, customer lists, goodwill, trade secrets, software (to the extent not otherwise constituting goods), licenses, franchises, and all contract rights (other than intellectual property registered with the United States Patent and Trademark Office or the United States Copyright Office, which intellectual property is subject to a negative pledge under Section 7.02(h) of the Credit Agreement);
(j) All books and records relating to any and all of the foregoing, including, without limitation, all computer programs, data files, tapes, disks, and related media;
(k) All products of any and all of the foregoing; and
(l) All proceeds (as defined in the UCC) of any and all of the foregoing, in whatever form, including, without limitation, cash proceeds, insurance proceeds, negotiable instruments, and other instruments for the payment of money, chattel paper, security agreements, and other documents.
EXCLUDED COLLATERAL: Notwithstanding the foregoing, the collateral described herein does not include:
(i) Real property (other than fixtures as defined in the UCC to the extent covered by a fixture filing, which is not included in this financing statement);
(ii) Equity interests in foreign subsidiaries of the Debtor in excess of sixty-five percent (65%) of the voting stock thereof; and
(iii) intellectual property registered with the United States Patent and Trademark Office or the United States Copyright Office (which is subject to a negative pledge under the Credit Agreement and is not subject to a grant of a security interest hereunder).
Note: Cascade Retail Operating Company LLC, as Co-Borrower under the Credit Agreement, holds substantially all operating assets of the Cascade Retail enterprise, including the preponderance of inventory held at the distribution centers listed above and accounts receivable generated from retail and e-commerce operations. This collateral description is intended to be coextensive with the collateral description set forth in the Security Agreement and is not intended to limit or narrow the scope of the security interest granted therein.
2F. Box 5 — Check boxes / Alternative Designations
5. CHECK ONLY IF APPLICABLE AND CHECK ONLY ONE box:
This financing statement covers as-extracted collateral — NOT CHECKED
This financing statement covers timber to be cut — NOT CHECKED
This financing statement is filed as a fixture filing — NOT CHECKED
Debtor is a transmitting utility — NOT CHECKED
None of the foregoing alternative designations is applicable to this filing.
2G. Box 6 — Optional Filer Reference Data
6. OPTIONAL FILER REFERENCE DATA:
Calderwood & Harkness LLP Matter No. 1038-00002
Credit Agreement dated as of May 4, 2023 among Cascade Retail Holdings Inc., Cascade Retail Operating Company LLC, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent
2H. Box 7 — Filing Office Acknowledgment Copy
7. RETURN ACKNOWLEDGMENT COPY TO:
Calderwood & Harkness LLP 599 Lexington Avenue, 42nd Floor New York, New York 10022
Attention: Marcus Leung
Telephone: (212) 555-7142
Email: m.leung@calderwoodharkness.com
The filing office is requested to communicate the filing information, including the assigned filing number and date and time of filing, to the above-referenced address. A copy of the acknowledged financing statement should be returned by mail or electronic communication to the attention of the named contact.
Section 3: UCC-1 Financing Statement No. 3 — Cascade Outlet Stores LLC (Washington)
3A. Filing Information Header
Form: UCC FINANCING STATEMENT (Form UCC1)
Filing Office: Washington Secretary of State, Corporations and Charities Division, 801 Capitol Way South, Olympia, Washington 98501
Filing Number: 2023-204-8176
Filing Date: May 19, 2023
File Time: To be stamped by the Washington Secretary of State upon acceptance for filing
This UCC-1 Financing Statement is filed to perfect the security interest of Crescent Harbor Bank, National Association, as Collateral Agent, in the personal property of Cascade Outlet Stores LLC as described in box 4 below, pursuant to the Security Agreement dated as of May 4, 2023. Cascade Outlet Stores LLC is a limited liability company organized under the laws of the State of Washington. Accordingly, under UCC § 9-301(1), the proper filing jurisdiction for a financing statement against this Debtor is the State of Washington as the Debtor's jurisdiction of organization. Unlike the other Grantors in the Cascade Retail group, which are organized in Delaware, Cascade Outlet Stores LLC requires a filing with the Washington Secretary of State.
3B. Box 1 — Debtor Information (Organization)
1. DEBTOR'S NAME: (Provide only one Debtor name — 1a or 1b — do not abbreviate or combine names)
1a. ORGANIZATION'S NAME:
Cascade Outlet Stores LLC
1b. INDIVIDUAL'S SURNAME: N/A
MAILING ADDRESS:
2200 Elliott Avenue, Suite 1400 Seattle, Washington 98121
TAX ID / SSN / EIN: 91-2034671
TYPE OF ORGANIZATION: Limited Liability Company
JURISDICTION OF ORGANIZATION: Washington
ORGANIZATIONAL ID #: 604-328-917 (Washington Unified Business Identifier (UBI) number of Cascade Outlet Stores LLC)
The Debtor's exact legal name as set forth above has been confirmed against the Debtor's Certificate of Formation on file with the Washington Secretary of State and has been verified in the Perfection Certificate dated May 4, 2023 delivered by the Debtor pursuant to the Security Agreement. The name conforms to the requirements of UCC § 9-503(a)(1) as adopted in the State of Washington (RCW § 62A.9A-503(a)(1)) for a registered organization.
3C. Box 2 — Additional Debtor
2. ADDITIONAL DEBTOR'S NAME: None
No additional debtor is listed on this financing statement.
3D. Box 3 — Secured Party Information
3. SECURED PARTY'S NAME: (or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY)
3a. ORGANIZATION'S NAME:
Crescent Harbor Bank, National Association, as Collateral Agent
MAILING ADDRESS:
780 Park Avenue, 30th Floor New York, New York 10021
The Secured Party is acting in its capacity as Collateral Agent for the benefit of the Secured Parties under and as defined in the Credit Agreement dated as of May 4, 2023 and the Security Agreement dated as of May 4, 2023. All references herein to the Secured Party include its successors and assigns in such capacity.
3E. Box 4 — Collateral Description
4. COLLATERAL: This financing statement covers the following collateral:
All right, title, and interest of the Debtor in and to the following property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:
(a) All accounts (as defined in the UCC), including, without limitation, all accounts receivable, all rights to payment for goods sold, leased, licensed, or otherwise disposed of, or for services rendered, and all rights to payment arising out of any and all charge accounts and credit card arrangements;
(b) All inventory (as defined in the UCC), including, without limitation, all raw materials, work-in-process, finished goods, goods in transit, and goods held for sale, lease, or furnishing under contracts of service, whether now held or hereafter acquired, and including all such inventory held at sixty-four (64) outlet retail locations currently operated by or on behalf of the Debtor across the United States, whether such locations are currently existing or hereafter established, and all goods, packaging materials, supplies, labels, and other items held or used in connection with any of the foregoing;
(c) All deposit accounts (as defined in the UCC), including, without limitation, all demand, time, savings, passbook, and similar accounts maintained with any bank or other financial institution;
(d) All chattel paper (as defined in the UCC), whether tangible or electronic, including, without limitation, all records evidencing both a monetary obligation and a security interest in specific goods or a lease of specific goods;
(e) All instruments (as defined in the UCC), including, without limitation, all promissory notes, drafts, and other negotiable and non-negotiable instruments;
(f) All letter-of-credit rights (as defined in the UCC), whether or not the letter of credit is evidenced by a writing;
(g) All supporting obligations (as defined in the UCC), including, without limitation, all letters of credit, guarantees, suretyships, and other secondary obligations supporting the payment or performance of any of the foregoing;
(h) All commercial tort claims (as defined in the UCC), to the extent identified in the Perfection Certificate delivered pursuant to the Security Agreement dated as of May 4, 2023, and any supplements thereto delivered from time to time in accordance with Section 5.14 of the Security Agreement;
(i) All general intangibles (as defined in the UCC), including, without limitation, all payment intangibles, tax refunds, customer lists, goodwill, trade secrets, software (to the extent not otherwise constituting goods), licenses, franchises, and all contract rights (other than intellectual property registered with the United States Patent and Trademark Office or the United States Copyright Office, which intellectual property is subject to a negative pledge under Section 7.02(h) of the Credit Agreement);
(j) All books and records relating to any and all of the foregoing, including, without limitation, all computer programs, data files, tapes, disks, and related media;
(k) All products of any and all of the foregoing; and
(l) All proceeds (as defined in the UCC) of any and all of the foregoing, in whatever form, including, without limitation, cash proceeds, insurance proceeds, negotiable instruments, and other instruments for the payment of money, chattel paper, security agreements, and other documents.
EXCLUDED COLLATERAL: Notwithstanding the foregoing, the collateral described herein does not include:
(i) Real property (other than fixtures as defined in the UCC to the extent covered by a fixture filing, which is not included in this financing statement);
(ii) Equity interests in foreign subsidiaries of the Debtor in excess of sixty-five percent (65%) of the voting stock thereof; and
(iii) intellectual property registered with the United States Patent and Trademark Office or the United States Copyright Office (which is subject to a negative pledge under the Credit Agreement and is not subject to a grant of a security interest hereunder).
3F. Box 5 — Check boxes / Alternative Designations
5. CHECK ONLY IF APPLICABLE AND CHECK ONLY ONE box:
This financing statement covers as-extracted collateral — NOT CHECKED
This financing statement covers timber to be cut — NOT CHECKED
This financing statement is filed as a fixture filing — NOT CHECKED
Debtor is a transmitting utility — NOT CHECKED
None of the foregoing alternative designations is applicable to this filing.
3G. Box 6 — Optional Filer Reference Data
6. OPTIONAL FILER REFERENCE DATA:
Calderwood & Harkness LLP Matter No. 1038-00002
Credit Agreement dated as of May 4, 2023 among Cascade Retail Holdings Inc., Cascade Retail Operating Company LLC, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent
3H. Box 7 — Filing Office Acknowledgment Copy
7. RETURN ACKNOWLEDGMENT COPY TO:
Calderwood & Harkness LLP 599 Lexington Avenue, 42nd Floor New York, New York 10022
Attention: Marcus Leung
Telephone: (212) 555-7142
Email: m.leung@calderwoodharkness.com
The filing office is requested to communicate the filing information, including the assigned filing number and date and time of filing, to the above-referenced address. A copy of the acknowledged financing statement should be returned by mail or electronic communication to the attention of the named contact.
PART II
UCC-3 TERMINATION STATEMENTS
(HARBORVIEW LENDING GROUP, LLC)
Prefatory Note
The UCC-3 financing statement amendments set forth in this Part II are filed as termination statements to terminate the existing UCC-1 financing statements previously filed by Harborview Lending Group, LLC ("Harborview") in connection with the existing $175,000,000 revolving asset-based lending credit facility (the "Existing Facility") that is being refinanced and paid off in full on the Closing Date. The Existing Facility was documented pursuant to a Credit Agreement dated as of September 12, 2019 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof) among Cascade Retail Holdings Inc. and Cascade Retail Operating Company LLC, as borrowers, and Harborview Lending Group, LLC, as administrative agent and collateral agent.
The aggregate outstanding indebtedness under the Existing Facility as of the Closing Date, including accrued and unpaid interest, fees, and other amounts owing thereunder, is $112,450,000 (the "Payoff Amount"). The Payoff Amount has been wired to Harborview Lending Group, LLC on May 19, 2023 pursuant to wire transfer instructions set forth in the Payoff Letter dated May 17, 2023 issued by Steven Calloway, Vice President, on behalf of Harborview Lending Group, LLC (the "Payoff Letter").
Pursuant to the terms of the Payoff Letter, Harborview has authorized Calderwood & Harkness LLP, acting on behalf of Harborview and at the request of the Borrowers, to file these UCC-3 termination statements with the Delaware Secretary of State upon receipt of the Payoff Amount in full. The Payoff Letter confirms that, upon receipt of the Payoff Amount, all liens, security interests, and encumbrances in favor of Harborview and the lenders under the Existing Facility shall be deemed released and terminated, and Harborview shall have no further claim with respect to the collateral previously securing the Existing Facility.
Harborview Lending Group, LLC is headquartered at 100 Summer Street, Suite 2800, Boston, Massachusetts 02110. The contact person at Harborview for purposes of these termination filings is Steven Calloway, Vice President, telephone (617) 555-4300.
Section 4: UCC-3 Financing Statement Amendment (Termination) No. 1 — Cascade Retail Holdings Inc. (Delaware)
4A. Filing Information Header
Form: UCC FINANCING STATEMENT AMENDMENT (Form UCC3)
Filing Office: Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901
Amendment Type: Termination
Initial Financing Statement Filing Number: 2019-5628417 (the original Harborview filing number for Cascade Retail Holdings Inc., as identified in the pre-closing lien search results obtained from the Delaware Secretary of State on May 8, 2023)
Initial Filing Date: September 12, 2019
Filing Date of This Termination: May 19, 2023
This UCC-3 Financing Statement Amendment is filed as a termination statement to terminate the UCC-1 Financing Statement identified above, which was filed by Harborview Lending Group, LLC against Cascade Retail Holdings Inc. to perfect security interests granted in connection with the Existing Facility. Upon the filing of this termination statement, the referenced initial financing statement shall cease to be effective.
4B. Box 1a — Initial Financing Statement File Number
1a. INITIAL FINANCING STATEMENT FILE NUMBER:
2019-5628417
This is the file number of the initial UCC-1 Financing Statement filed by Harborview Lending Group, LLC against Cascade Retail Holdings Inc. with the Delaware Secretary of State on September 12, 2019.
4C. Box 9 — Debtor Information
9. DEBTOR'S NAME:
9a. ORGANIZATION'S NAME:
Cascade Retail Holdings Inc.
MAILING ADDRESS:
2200 Elliott Avenue, Suite 1400 Seattle, Washington 98121
TAX ID / SSN / EIN: 91-1847263
TYPE OF ORGANIZATION: Corporation
JURISDICTION OF ORGANIZATION: Delaware
The debtor information set forth above corresponds to the debtor as identified on the initial financing statement being terminated. There has been no change in the legal name, jurisdiction of organization, or organizational identification number of the Debtor since the date of the initial filing.
4D. Box 10 — Secured Party Information (of Record)
10. SECURED PARTY OF RECORD:
10a. ORGANIZATION'S NAME:
Harborview Lending Group, LLC
MAILING ADDRESS:
100 Summer Street, Suite 2800 Boston, Massachusetts 02110
Harborview Lending Group, LLC is the secured party of record on the initial financing statement being terminated. Harborview has authorized the filing of this termination statement pursuant to the Payoff Letter dated May 17, 2023.
4E. Amendment Type
AMENDMENT TYPE — CHECK ONE:
 TERMINATION: This financing statement is no longer effective.
This UCC-3 amendment is filed as a termination statement pursuant to UCC § 9-513. The entire financing statement referenced in box 1a (File No. 2019-5628417) is being terminated. Upon the filing of this termination statement, all security interests perfected by such financing statement shall be deemed unperfected to the extent that perfection depended upon such filing.
Authorization: Harborview Lending Group, LLC has authorized the filing of this termination statement pursuant to the Payoff Letter dated May 17, 2023, signed by Steven Calloway, Vice President, Harborview Lending Group, LLC. The Payoff Letter provides that, upon receipt of the Payoff Amount of $112,450,000 in immediately available funds, Harborview irrevocably authorizes Calderwood & Harkness LLP, on behalf of Harborview and at the request of the Borrowers, to file UCC-3 termination statements with respect to all UCC-1 financing statements filed by or on behalf of Harborview against the Borrowers and the Guarantors under the Existing Facility. Wire transfer of the Payoff Amount was initiated on May 19, 2023 to ABA No. 011-000-138, Account No. 8547210093, in the name of Harborview Lending Group, LLC, in accordance with the wire instructions set forth in the Payoff Letter. A copy of the Payoff Letter is maintained in the Calderwood & Harkness LLP closing files for Matter No. 1038-00002.
4F. Box 13 — Optional Filer Reference Data
13. OPTIONAL FILER REFERENCE DATA:
Calderwood & Harkness LLP Matter No. 1038-00002
Payoff Letter dated May 17, 2023 from Harborview Lending Group, LLC
Contact: Steven Calloway, Vice President, Harborview Lending Group, LLC, 100 Summer Street, Suite 2800, Boston, MA 02110, Telephone: (617) 555-4300
4G. Filing Office Acknowledgment Copy
RETURN ACKNOWLEDGMENT COPY TO:
Calderwood & Harkness LLP 599 Lexington Avenue, 42nd Floor New York, New York 10022
Attention: Sophie Tremblay
Telephone: (212) 555-7168
Email: s.tremblay@calderwoodharkness.com
The filing office is requested to communicate the filing information, including the assigned filing number and date and time of filing, to the above-referenced address. A copy of the acknowledged termination statement should be returned by mail or electronic communication to the attention of the named contact.
Section 5: UCC-3 Financing Statement Amendment (Termination) No. 2 — Cascade Retail Operating Company LLC (Delaware)
5A. Filing Information Header
Form: UCC FINANCING STATEMENT AMENDMENT (Form UCC3)
Filing Office: Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901
Amendment Type: Termination
Initial Financing Statement Filing Number: 2019-5628434 (the original Harborview filing number for Cascade Retail Operating Company LLC, as identified in the pre-closing lien search results obtained from the Delaware Secretary of State on May 8, 2023)
Initial Filing Date: September 12, 2019
Filing Date of This Termination: May 19, 2023
This UCC-3 Financing Statement Amendment is filed as a termination statement to terminate the UCC-1 Financing Statement identified above, which was filed by Harborview Lending Group, LLC against Cascade Retail Operating Company LLC to perfect security interests granted in connection with the Existing Facility. Upon the filing of this termination statement, the referenced initial financing statement shall cease to be effective.
5B. Box 1a — Initial Financing Statement File Number
1a. INITIAL FINANCING STATEMENT FILE NUMBER:
2019-5628434
This is the file number of the initial UCC-1 Financing Statement filed by Harborview Lending Group, LLC against Cascade Retail Operating Company LLC with the Delaware Secretary of State on September 12, 2019.
5C. Box 9 — Debtor Information
9. DEBTOR'S NAME:
9a. ORGANIZATION'S NAME:
Cascade Retail Operating Company LLC
MAILING ADDRESS:
2200 Elliott Avenue, Suite 1400 Seattle, Washington 98121
TAX ID / SSN / EIN: 83-2951047
TYPE OF ORGANIZATION: Limited Liability Company
JURISDICTION OF ORGANIZATION: Delaware
The debtor information set forth above corresponds to the debtor as identified on the initial financing statement being terminated. There has been no change in the legal name, jurisdiction of organization, or organizational identification number of the Debtor since the date of the initial filing.
5D. Box 10 — Secured Party Information (of Record)
10. SECURED PARTY OF RECORD:
10a. ORGANIZATION'S NAME:
Harborview Lending Group, LLC
MAILING ADDRESS:
100 Summer Street, Suite 2800 Boston, Massachusetts 02110
Harborview Lending Group, LLC is the secured party of record on the initial financing statement being terminated. Harborview has authorized the filing of this termination statement pursuant to the Payoff Letter dated May 17, 2023.
5E. Amendment Type
AMENDMENT TYPE — CHECK ONE:
 TERMINATION: This financing statement is no longer effective.
This UCC-3 amendment is filed as a termination statement pursuant to UCC § 9-513. The entire financing statement referenced in box 1a (File No. 2019-5628434) is being terminated. Upon the filing of this termination statement, all security interests perfected by such financing statement shall be deemed unperfected to the extent that perfection depended upon such filing.
Authorization: Harborview Lending Group, LLC has authorized the filing of this termination statement pursuant to the Payoff Letter dated May 17, 2023, signed by Steven Calloway, Vice President, Harborview Lending Group, LLC. The authorization and payoff mechanics are identical to those described in Section 4E above. Wire transfer of the Payoff Amount of $112,450,000 was initiated on May 19, 2023 in accordance with the wire instructions set forth in the Payoff Letter. The Payoff Letter provides that, upon receipt of the Payoff Amount in immediately available funds, Harborview irrevocably authorizes the filing of UCC-3 termination statements with respect to all UCC-1 financing statements filed by or on behalf of Harborview against the Borrowers and the Guarantors under the Existing Facility.
5F. Box 13 — Optional Filer Reference Data
13. OPTIONAL FILER REFERENCE DATA:
Calderwood & Harkness LLP Matter No. 1038-00002
Payoff Letter dated May 17, 2023 from Harborview Lending Group, LLC
5G. Filing Office Acknowledgment Copy
RETURN ACKNOWLEDGMENT COPY TO:
Calderwood & Harkness LLP 599 Lexington Avenue, 42nd Floor New York, New York 10022
Attention: Sophie Tremblay
Telephone: (212) 555-7168
Email: s.tremblay@calderwoodharkness.com
The filing office is requested to communicate the filing information, including the assigned filing number and date and time of filing, to the above-referenced address. A copy of the acknowledged termination statement should be returned by mail or electronic communication to the attention of the named contact.
PART III
FILING SUMMARY AND STATUS TABLE
Filing Summary Table
The following table summarizes the status of all UCC filings made in connection with the closing of the Credit Agreement on the Closing Date:
Notes on Filing Jurisdictions
The following notes explain the basis for the selection of the filing jurisdiction for each debtor entity in connection with the UCC filings described in this package:
Cascade Retail Holdings Inc. — Cascade Retail Holdings Inc. is a corporation organized under the laws of the State of Delaware. Pursuant to UCC § 9-301(1), the law of the jurisdiction in which the debtor is located governs perfection by filing. Under UCC § 9-307(e), a registered organization organized under the law of a state is located in that state. Accordingly, the proper filing jurisdiction for a UCC-1 financing statement against Cascade Retail Holdings Inc. is the State of Delaware, and the filing was made with the Delaware Secretary of State.
Cascade Retail Operating Company LLC — Cascade Retail Operating Company LLC is a limited liability company organized under the laws of the State of Delaware. For the same reasons set forth above with respect to CRH, the proper filing jurisdiction is the State of Delaware, and the filing was made with the Delaware Secretary of State.
Cascade Outlet Stores LLC — Cascade Outlet Stores LLC is a limited liability company organized under the laws of the State of Washington. Under UCC § 9-301(1) and § 9-307(e), the proper filing jurisdiction is the State of Washington, as COS is a registered organization organized under Washington law. The filing was accordingly made with the Washington Secretary of State.
Cascade Digital Commerce Inc. (DE corp; EIN 84-3720158) and Cascade Fulfillment Services Inc. (DE corp; EIN 84-5291836) — CDC and CFS are each Delaware corporations that serve as Guarantors under the Credit Agreement and have granted security interests in their respective assets under the Security Agreement. As of the Closing Date, Calderwood & Harkness LLP has determined, based on the Perfection Certificate and diligence conducted in connection with the closing, that CDC and CFS do not hold significant independent collateral apart from their guaranty obligations and inter-company claims. The security interests in the assets of CDC and CFS are covered under the CRH and CROC filings to the extent of proceeds and supporting obligations. Additional UCC-1 filings against CDC and CFS as individual debtors may be considered on a post-closing basis if independent collateral assets of material value are identified or if the Collateral Agent determines that separate filings are advisable for the avoidance of doubt. Calderwood & Harkness LLP will coordinate with the Collateral Agent on this point within thirty (30) days following the Closing Date.
Cascade Retail Canada ULC (British Columbia, Canada) — Cascade Retail Canada ULC is a foreign subsidiary organized under the laws of the Province of British Columbia, Canada. As a foreign subsidiary, it is excluded from the Collateral under the Credit Agreement and the Security Agreement, consistent with the standard 65% voting stock limitation applicable to foreign subsidiaries for tax purposes under Section 956 of the Internal Revenue Code. The 65% voting equity pledge in Cascade Retail Canada ULC has been perfected under the Pledge Agreement by delivery of the applicable share certificates, together with undated stock transfer powers executed in blank, to the Collateral Agent. No UCC filing is required or has been made with respect to Cascade Retail Canada ULC.
PART IV
FILING OFFICE ACKNOWLEDGMENT COPIES
Section 6: Acknowledgment — Delaware Secretary of State (Filing No. 2023-1947291 — Cascade Retail Holdings Inc.)
[PLACEHOLDER FOR STAMPED/ACKNOWLEDGED COPY]
The following acknowledgment copy will be inserted upon receipt from the Delaware Secretary of State, Division of Corporations:
•  Filing Number: 2023-1947291
•  Filing Date: May 19, 2023
•  File Time: To be stamped by the Delaware Secretary of State
•  Form: UCC FINANCING STATEMENT (Form UCC1)
•  Debtor: Cascade Retail Holdings Inc.
•  Secured Party: Crescent Harbor Bank, National Association, as Collateral Agent
Upon receipt, the acknowledged copy bearing the filing stamp of the Delaware Secretary of State will be placed in this section of the filing package. The original stamped acknowledgment will be maintained in the Calderwood & Harkness LLP closing files for Matter No. 1038-00002, and copies will be distributed to the parties identified in Part V of this filing package.
Section 7: Acknowledgment — Delaware Secretary of State (Filing No. 2023-1947283 — Cascade Retail Operating Company LLC)
[PLACEHOLDER FOR STAMPED/ACKNOWLEDGED COPY]
The following acknowledgment copy will be inserted upon receipt from the Delaware Secretary of State, Division of Corporations:
•  Filing Number: 2023-1947283
•  Filing Date: May 19, 2023
•  File Time: To be stamped by the Delaware Secretary of State
•  Form: UCC FINANCING STATEMENT (Form UCC1)
•  Debtor: Cascade Retail Operating Company LLC
•  Secured Party: Crescent Harbor Bank, National Association, as Collateral Agent
Upon receipt, the acknowledged copy bearing the filing stamp of the Delaware Secretary of State will be placed in this section of the filing package. The original stamped acknowledgment will be maintained in the Calderwood & Harkness LLP closing files for Matter No. 1038-00002, and copies will be distributed to the parties identified in Part V of this filing package.
Section 8: Acknowledgment — Washington Secretary of State (Filing No. 2023-204-8176 — Cascade Outlet Stores LLC)
[PLACEHOLDER FOR STAMPED/ACKNOWLEDGED COPY]
The following acknowledgment copy will be inserted upon receipt from the Washington Secretary of State, Corporations and Charities Division:
•  Filing Number: 2023-204-8176
•  Filing Date: May 19, 2023
•  File Time: To be stamped by the Washington Secretary of State
•  Form: UCC FINANCING STATEMENT (Form UCC1)
•  Debtor: Cascade Outlet Stores LLC
•  Secured Party: Crescent Harbor Bank, National Association, as Collateral Agent
Upon receipt, the acknowledged copy bearing the filing stamp of the Washington Secretary of State will be placed in this section of the filing package. The original stamped acknowledgment will be maintained in the Calderwood & Harkness LLP closing files for Matter No. 1038-00002, and copies will be distributed to the parties identified in Part V of this filing package.
Section 9: Acknowledgments — Delaware Secretary of State (Harborview UCC-3 Terminations)
[PLACEHOLDER FOR STAMPED/ACKNOWLEDGED COPIES]
The following acknowledgment copies will be inserted upon receipt from the Delaware Secretary of State, Division of Corporations:
UCC-3 Termination No. 1 (Cascade Retail Holdings Inc.):
•  Filing Number: To be assigned by the Delaware Secretary of State upon filing
•  Filing Date: May 19, 2023
•  Form: UCC FINANCING STATEMENT AMENDMENT (Form UCC3) — Termination
•  Initial Financing Statement File Number: 2019-5628417
•  Debtor: Cascade Retail Holdings Inc.
•  Secured Party of Record: Harborview Lending Group, LLC
UCC-3 Termination No. 2 (Cascade Retail Operating Company LLC):
•  Filing Number: To be assigned by the Delaware Secretary of State upon filing
•  Filing Date: May 19, 2023
•  Form: UCC FINANCING STATEMENT AMENDMENT (Form UCC3) — Termination
•  Initial Financing Statement File Number: 2019-5628434
•  Debtor: Cascade Retail Operating Company LLC
•  Secured Party of Record: Harborview Lending Group, LLC
Upon receipt, the acknowledged copies bearing the filing stamp of the Delaware Secretary of State will be placed in this section of the filing package. The original stamped acknowledgments will be maintained in the Calderwood & Harkness LLP closing files for Matter No. 1038-00002, and copies will be distributed to the parties identified in Part V of this filing package. Copies of the acknowledged termination statements will also be forwarded to Harborview Lending Group, LLC at the address set forth in the Payoff Letter for its records.
PART V
PREPARATION AND AUTHORIZATION NOTES
Preparer Information
This UCC Filing Package was prepared by the following attorneys at Calderwood & Harkness LLP:
Firm Address:
Calderwood & Harkness LLP 599 Lexington Avenue, 42nd Floor New York, New York 10022 Telephone: (212) 555-7100 Facsimile: (212) 555-7101
Authorization
UCC-1 Financing Statements
The three UCC-1 initial financing statements contained in Part I of this filing package (Filing Nos. 2023-1947291, 2023-1947283, and 2023-204-8176) have been filed with the authorization of the respective Debtors. Authorization to file was obtained pursuant to the Security Agreement dated as of May 4, 2023 (the "Security Agreement"), executed by each Grantor (Cascade Retail Holdings Inc., Cascade Retail Operating Company LLC, Cascade Digital Commerce Inc., Cascade Outlet Stores LLC, and Cascade Fulfillment Services Inc.) in favor of Crescent Harbor Bank, National Association, as Collateral Agent. Section 4.03 of the Security Agreement contains express authorization for the Collateral Agent to file one or more UCC financing statements (and amendments thereto and continuations thereof) in any filing office without the signature of the Debtor, in accordance with UCC § 9-509(b), which provides that the filing of a financing statement is authorized by a security agreement authenticated by the debtor. Each Grantor's authentication of the Security Agreement constitutes the requisite authorization for these filings. No separate written authorization from the individual Debtors is required.
UCC-3 Termination Statements
The two UCC-3 termination statements contained in Part II of this filing package have been filed with the authorization of Harborview Lending Group, LLC, as the secured party of record on the initial financing statements being terminated. Authorization to file was obtained pursuant to the Payoff Letter dated May 17, 2023 from Harborview Lending Group, LLC, signed by Steven Calloway, Vice President, which provides as follows:
"Upon receipt of the Payoff Amount in immediately available funds in accordance with the wire instructions set forth herein, Harborview Lending Group, LLC hereby irrevocably authorizes Calderwood & Harkness LLP, as counsel to Crescent Harbor Bank, N.A., to file UCC-3 termination statements with the appropriate filing offices to terminate all UCC-1 financing statements filed by or on behalf of Harborview Lending Group, LLC against the Borrowers and Guarantors in connection with the Existing Facility. Such authorization shall be effective immediately upon receipt of the Payoff Amount and shall not require any further action, consent, or approval by Harborview."
Wire transfer of the Payoff Amount of $112,450,000 was initiated on May 19, 2023, and confirmation of receipt by Harborview was obtained prior to the submission of the UCC-3 termination statements to the Delaware Secretary of State for filing. The authorization provided by the Payoff Letter satisfies the requirements of UCC § 9-509(d)(2), which permits a secured party of record to authorize the filing of a termination statement.
Cross-References
The following documents and materials are cross-referenced in this filing package and are maintained in the Calderwood & Harkness LLP closing files for Matter No. 1038-00002:
1.  Credit Agreement dated as of May 4, 2023 (effective May 19, 2023) among Cascade Retail Holdings Inc., Cascade Retail Operating Company LLC, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent.
2.  Security Agreement dated as of May 4, 2023 among Cascade Retail Holdings Inc., Cascade Retail Operating Company LLC, Cascade Digital Commerce Inc., Cascade Outlet Stores LLC, and Cascade Fulfillment Services Inc., as Grantors, and Crescent Harbor Bank, N.A., as Collateral Agent.
3.  Pledge Agreement dated as of May 4, 2023 among the Pledgors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent (including the pledge of 65% of the voting equity interests in Cascade Retail Canada ULC).
4.  Perfection Certificate dated as of May 4, 2023, executed by each Grantor and delivered to the Collateral Agent pursuant to the Security Agreement, setting forth the exact legal names, jurisdictions of organization, organizational identification numbers, prior names, locations of collateral, and other information required for the perfection of security interests.
5.  Collateral Perfection Memorandum prepared by Calderwood & Harkness LLP, dated April 10, 2023, analyzing the perfection requirements for the collateral described in the Security Agreement and recommending the UCC filings set forth in this package.
6.  Payoff Letter dated May 17, 2023, issued by Steven Calloway, Vice President, Harborview Lending Group, LLC, setting forth the Payoff Amount of $112,450,000, wire transfer instructions, and authorization for the filing of UCC-3 termination statements.
7.  Lien Search Results (Pre-Closing):
(a) Certified UCC search conducted against Cascade Retail Holdings Inc. with the Delaware Secretary of State, dated May 8, 2023;
(b) Certified UCC search conducted against Cascade Retail Operating Company LLC with the Delaware Secretary of State, dated May 8, 2023;
(c) Certified UCC search conducted against Cascade Outlet Stores LLC with the Washington Secretary of State, dated May 8, 2023;
(d) Certified UCC searches conducted against Cascade Digital Commerce Inc. and Cascade Fulfillment Services Inc. with the Delaware Secretary of State, dated May 8, 2023.
Distribution
This UCC Filing Package, including all filing office acknowledgment copies when received, shall be distributed to the following parties:
Crescent Harbor Bank, N.A. (Administrative Agent and Collateral Agent):
Thomas Reiland, Senior Vice President Julianne Strickland, Vice President 780 Park Avenue, 30th Floor New York, New York 10021
Whitfield, Greer & Holloway LLP (Lenders' Counsel):
Bernard Ashford, Partner Megan Proctor, Associate 1301 Avenue of the Americas, 35th Floor New York, New York 10019 Matter No. 1038-00002
Cascade Retail Holdings Inc. (Borrower):
Derek Tanaka, General Counsel Elena Kowalski, Chief Financial Officer Priya Anand, Treasurer 2200 Elliott Avenue, Suite 1400 Seattle, Washington 98121
Calderwood & Harkness LLP (Borrowers' Counsel — File Copy):
Matter No. 1038-00002 599 Lexington Avenue, 42nd Floor New York, New York 10022
This UCC Filing Package has been prepared by Calderwood & Harkness LLP in connection with its representation of the Borrowers in the transaction described herein. This document is provided for informational and record-keeping purposes only and does not constitute a legal opinion or a guarantee of perfection. The legal effectiveness of the UCC filings described herein is subject to, among other things, the accuracy of the information contained in the Perfection Certificate, the proper indexing of the filings by the applicable filing offices, and compliance with the requirements of Article 9 of the Uniform Commercial Code as adopted in each applicable filing jurisdiction. Calderwood & Harkness LLP assumes no responsibility for errors in indexing or filing by any filing office.
•    
Name | Role | Telephone | Email
Claudia Merritt | Responsible Partner, Banking & Finance | (212) 555-7100 | c.merritt@calderwoodharkness.com
Marcus Leung | Lead Associate, Banking & Finance | (212) 555-7142 | m.leung@calderwoodharkness.com
Sophie Tremblay | Working Associate, Banking & Finance | (212) 555-7168 | s.tremblay@calderwoodharkness.com
No. | Type | Filing Office | Debtor | Secured Party | Filing No. | Status
1 | UCC-1 | Delaware Secretary of State | Cascade Retail Holdings Inc. | Crescent Harbor Bank, N.A., as Collateral Agent | 2023-1947291 | Filed
2 | UCC-1 | Delaware Secretary of State | Cascade Retail Operating Company LLC | Crescent Harbor Bank, N.A., as Collateral Agent | 2023-1947283 | Filed
3 | UCC-1 | Washington Secretary of State | Cascade Outlet Stores LLC | Crescent Harbor Bank, N.A., as Collateral Agent | 2023-204-8176 | Filed
4 | UCC-3 | Delaware Secretary of State | Cascade Retail Holdings Inc. | Harborview Lending Group, LLC | To be assigned | Filed concurrently with payoff
5 | UCC-3 | Delaware Secretary of State | Cascade Retail Operating Company LLC | Harborview Lending Group, LLC | To be assigned | Filed concurrently with payoff
No. | Form | Debtor | Secured Party | Filing Jurisdiction | Filing No. | Filing Date | Status
1 | UCC-1 | Cascade Retail Holdings Inc. (DE corp; EIN 91-1847263) | Crescent Harbor Bank, N.A., as Collateral Agent | Delaware SOS | 2023-1947291 | May 19, 2023 | Filed and acknowledged
2 | UCC-1 | Cascade Retail Operating Company LLC (DE LLC; EIN 83-2951047) | Crescent Harbor Bank, N.A., as Collateral Agent | Delaware SOS | 2023-1947283 | May 19, 2023 | Filed and acknowledged
3 | UCC-1 | Cascade Outlet Stores LLC (WA LLC; EIN 91-2034671) | Crescent Harbor Bank, N.A., as Collateral Agent | Washington SOS | 2023-204-8176 | May 19, 2023 | Filed and acknowledged
4 | UCC-3 (Termination) | Cascade Retail Holdings Inc. | Harborview Lending Group, LLC | Delaware SOS | Assigned upon filing | May 19, 2023 | Filed concurrently with payoff
5 | UCC-3 (Termination) | Cascade Retail Operating Company LLC | Harborview Lending Group, LLC | Delaware SOS | Assigned upon filing | May 19, 2023 | Filed concurrently with payoff
Role | Name | Description
Responsible Partner | Claudia Merritt | Partner, Banking & Finance Group; overall supervision of all UCC filings and collateral perfection matters
Billing Partner | Ian Blackwood | Partner, Banking & Finance Group
Lead Associate (UCC-1 Filings) | Marcus Leung | Associate, Banking & Finance Group; responsible for preparation, review, and filing of all UCC-1 initial financing statements
Working Associate (UCC-3 Filings) | Sophie Tremblay | Associate, Banking & Finance Group; responsible for preparation, review, and filing of all UCC-3 termination statements and coordination with Harborview Lending Group, LLC