SEARS HOLDINGS BANKRUPTCY Doc 892 Intercreditor Agreement

18-23538-rdd Doc 892 Filed 11/27/18 Entered 11/27/18 11:12:38 Main Document
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WEIL, GOTSHAL & MANGES LLP

767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Ray C. Schrock, P.C.
Jacqueline Marcus
Garrett A. Fail
Sunny Singh
Attorneys for Debtors

and Debtors in Possession
UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
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In re :
: Chapter 11
SEARS HOLDINGS CORPORATION, et al., :
: Case No. 18-23538 (RDD)
:
Debtors. 1 : (Jointly Administered)
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NOTICE OF FILING OF DIP INTERCREDITOR AGREEMENT
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are as follows: Sears Holdings Corporation (0798); Kmart Holding Corporation (3116); Kmart Operations
LLC (6546); Sears Operations LLC (4331); Sears, Roebuck and Co. (0680); ServiceLive Inc. (6774); SHC Licensed
Business LLC (3718); A&E Factory Service, LLC (6695); A&E Home Delivery, LLC (0205); A&E Lawn &
Garden, LLC (5028); A&E Signature Service, LLC (0204); FBA Holdings Inc. (6537); Innovel Solutions, Inc.
(7180); Kmart Corporation (9500); MaxServ, Inc. (7626); Private Brands, Ltd. (4022); Sears Development Co.
(6028); Sears Holdings Management Corporation (2148); Sears Home & Business Franchises, Inc. (6742); Sears
Home Improvement Products, Inc. (8591); Sears Insurance Services, L.L.C. (7182); Sears Procurement Services,
Inc. (2859); Sears Protection Company (1250); Sears Protection Company (PR) Inc. (4861); Sears Roebuck
Acceptance Corp. (0535); Sears, Roebuck de Puerto Rico, Inc. (3626); SYW Relay LLC (1870); Wally Labs LLC
(None); SHC Promotions LLC (9626); Big Beaver of Florida Development, LLC (None); California Builder
Appliances, Inc. (6327); Florida Builder Appliances, Inc. (9133); KBL Holding Inc. (1295); KLC, Inc. (0839);
Kmart of Michigan, Inc. (1696); Kmart of Washington LLC (8898); Kmart Stores of Illinois LLC (8897); Kmart
Stores of Texas LLC (8915); MyGofer LLC (5531); Sears Brands Business Unit Corporation (4658); Sears Holdings
Publishing Company, LLC. (5554); Sears Protection Company (Florida), L.L.C. (4239); SHC Desert Springs, LLC
(None); SOE, Inc. (9616); StarWest, LLC (5379); STI Merchandising, Inc. (0188); Troy Coolidge No. 13, LLC
(None); BlueLight.com, Inc. (7034); Sears Brands, L.L.C. (4664); Sears Buying Services, Inc. (6533); Kmart.com
LLC (9022); and Sears Brands Management Corporation (5365). The location of the Debtors’ corporate
headquarters is 3333 Beverly Road, Hoffman Estates, Illinois 60179.
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PLEASE TAKE NOTICE that beginning on October 15, 2018, (the
“Commencement Date”) and continuing thereafter, each of the above-captioned debtors and
debtors in possession (collectively, the “Debtors”) filed a voluntary petition for relief under
chapter 11 of title 11 of the United States Code with the United States Bankruptcy Court for the
Southern District of New York (the “Court”).
PLEASE TAKE FURTHER NOTICE that on the Commencement Date, the
Debtors filed with the Court the Debtors’ Motion for Authority to (A) Obtain Postpetition
Financing, (B) Use Cash Collateral, (C) Grant Certain Protections to Prepetition Secured
Parties, and (D) Schedule Second Interim Hearing and Final Hearing [ECF No. 7] and on
November 25, 2018, the Debtors filed with the Court the Debtors’ Supplemental Motion for
Authority to (I) Obtain Junior Postpetition Financing and (II) Schedule Final Hearing
[ECF. 872] (together, the “DIP Motion”).
PLEASE TAKE FURTHER NOTICE that on November 15, 2018, the Debtors
filed the Notice of Filing of Superpriority Senior Secured Debtor-In-Possession Asset-Based
Credit Agreement [ECF No. 744]. On November 26, 2018 the Debtors filed the Notice of Filing
of Amended Superpriority Senior Secured Debtor-In-Possession Asset-Based Credit Agreement
[ECF No. 885].
PLEASE TAKE FURTHER NOTICE that on November 26, 2018, the Debtors
filed the Notice of Filing of Superpriority Junior Lien Secured Debtor-in-Possession Credit
Agreement subject to ongoing review [ECF. 881].
PLEASE TAKE FURTHER NOTICE that annexed hereto as Exhibit 1 is the
DIP Intercreditor Agreement.
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PLEASE TAKE FURTHER NOTICE that a hearing to consider approval of the
DIP Motion on a final basis will be held on November 27, 2018, at 1:30 p.m. (ET) before the
Honorable Robert D. Drain, United States Bankruptcy Judge, United States Bankruptcy Court
for the Southern District of New York, 300 Quarropas St., White Plains, New York 10061.
Dated: November 27, 2018

New York, New York
/s/ Sunny Singh

WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Ray C. Schrock, P.C.
Jacqueline Marcus
Garrett A. Fail
Sunny Singh
Attorneys for Debtors

and Debtors in Possession
3
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Exhibit 1
DIP Intercreditor Agreement
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SKADDEN DRAFT 11/27/18
DIP
INTERCREDITOR AGREEMENT
by and among
BANK OF AMERICA, N.A. and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Senior DIP Agents,
and
GACP FINANCE CO., LLC,
as Junior DIP Agent
Dated as of [●], 2018
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TABLE OF CONTENTS
Page No.
ARTICLE 1 DEFINITIONS ....................................................................................................... 2
UCC Definitions ....................................................................................... 2
Other Definitions ...................................................................................... 2
Rules of Construction ............................................................................. 11
ARTICLE 2 LIEN PRIORITY .................................................................................................. 12
Priority of Liens ..................................................................................... 12
Waiver of Right to Contest Liens ............................................................ 14
Remedies Standstill ................................................................................ 15
Release of Liens ..................................................................................... 16
No New Liens ........................................................................................ 18
Waiver of Marshaling ............................................................................. 19
ARTICLE 3 ACTIONS OF THE PARTIES .............................................................................. 19
Certain Actions Permitted ....................................................................... 19
Agent for Perfection ............................................................................... 19
Insurance ................................................................................................ 20
No Additional Rights For the Loan Parties Hereunder ............................ 20
Payments Over ....................................................................................... 20
Access Rights. ........................................................................................ 21
ARTICLE 4 APPLICATION OF PROCEEDS .......................................................................... 22
Application of Proceeds .......................................................................... 22
Specific Performance .............................................................................. 26
ARTICLE 5 INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS ....................... 26
Notice of Acceptance and Other Waivers................................................ 26
Modifications to Senior DIP Documents and Junior DIP
Documents ......................................................................................................... 28
Reinstatement and Continuation of Agreement ....................................... 30
Purchase Right ....................................................................................... 31
ARTICLE 6 INSOLVENCY PROCEEDINGS ......................................................................... 32
[Reserved] .............................................................................................. 32
Relief From Stay .................................................................................... 32
[Reserved] .............................................................................................. 32
Asset Sales ............................................................................................. 32
Separate Grants of Security and Separate Classification.......................... 32
Enforceability ......................................................................................... 33
Senior DIP Obligations Unconditional .................................................... 33
Junior DIP Obligations Unconditional .................................................... 33
Credit Bidding ........................................................................................ 34
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ARTICLE 7 MISCELLANEOUS ............................................................................................. 34

Rights of Subrogation ............................................................................. 34
Further Assurances ................................................................................. 34
Representations ...................................................................................... 35
Amendments .......................................................................................... 35
Addresses for Notices ............................................................................. 35
No Waiver; Remedies ............................................................................. 37
Continuing Agreement, Transfer of Secured Obligations ........................ 37
Governing Law; Entire Agreement ......................................................... 37
Counterparts ........................................................................................... 38
No Third Party Beneficiaries .................................................................. 38
Headings ................................................................................................ 38
Severability ............................................................................................ 38
Attorneys’ Fees ...................................................................................... 38
VENUE; JURY TRIAL WAIVER.......................................................... 38
Intercreditor Agreement.......................................................................... 39
No Warranties or Liability ...................................................................... 39
Conflicts ................................................................................................. 40
Information Concerning Financial Condition of the Loan Parties ............ 40
SCHEDULES
Schedule 1 Specified Collateral Cause of Action
Schedule 2 Other Specified Collateral Assets
Schedule 3 Certain Prepetition Unencumbered Collateral
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DIP INTERCREDITOR AGREEMENT
THIS DIP INTERCREDITOR AGREEMENT (as amended, supplemented, restated or

otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered
into as of [●], 2018 by and among BANK OF AMERICA, N.A., in its capacity as administrative
agent and co-collateral agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its
capacity as co-collateral agent (together with their respective successors and assigns in such
capacities, the “Senior DIP Agents”), for the Senior DIP Secured Parties (as defined below), and
GACP Finance Co., LLC, as agent (in such capacity, and together with its successors and assigns
in such capacity, the “Junior DIP Agent”) for the Junior DIP Secured Parties (as defined below).
RECITALS:
A. On October 15, 2018 (the “Petition Date”), Sears Holdings Corporation, a

Delaware corporation and a debtor and debtor-in-possession (“Holdings”), Sears Roebuck
Acceptance Corp., a Delaware corporation and a debtor and debtor-in-possession (“SRAC”),
Kmart Corporation, a Michigan corporation and a debtor and debtor-in-possession (“Kmart
Corp.” and together with SRAC, the “Senior DIP Borrowers”), and certain of the Senior DIP
Borrowers’ Subsidiaries filed voluntary petitions for relief under chapter 11 of the Bankruptcy
Code (as defined below) in the United States Bankruptcy Court for the Southern District of New
York (together with any other court having jurisdiction over the Chapter 11 Cases (as defined
below) or any proceeding therein from time to time, the “Bankruptcy Court”). On October 18,
2018, SHC Licensed Business LLC filed a voluntary petition for relief under chapter 11 of the
Bankruptcy Code in the Bankruptcy Court. On October 22, 2018, SHC Promotions LLC filed a
voluntary petition for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court
(all entities referred to in this recital whose cases under the Bankruptcy Code are being jointly
administered as of the date hereof in the Bankruptcy Court under Case No. 18-23538 (RDD),
together with any Subsidiary (as defined below) joining in the Chapter 11 Cases after the Petition
Date, collectively, the “Debtors” and such cases, collectively, the “Chapter 11 Cases”).
B. The Debtors are continuing to operate their businesses and manage their
properties as debtors-in-possession under Sections 1107 and 1108 of the Bankruptcy Code.
C. Pursuant to that certain Superpriority Senior Debtor-In-Possession Asset-Based

Credit Agreement, dated as of [●], 2018 (as such agreement may be amended, supplemented,
restated or otherwise modified from time to time in accordance with the terms hereof and
thereof, the “Senior DIP Credit Agreement”), by and among Holdings, the Senior DIP
Borrowers, the banks, financial institutions and other institutional lenders party thereto
(collectively, the “Senior DIP Lenders”) and the Senior DIP Agents, the Senior DIP Lenders
have agreed to make certain loans and provide other financial accommodations to or for the
benefit of Holdings and certain of its subsidiaries.
D. Pursuant to the Financing Orders (as defined below) and that certain Debtor-In-
Possession Guarantee and Collateral Agreement, dated as of [●], 2018 (as such agreement may
be amended, supplemented, restated or otherwise modified from time to time in accordance with
the terms hereof and thereof, the “Senior DIP Guarantee and Collateral Agreement”), by
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Holdings and certain of its subsidiaries (including, without limitation, the Senior DIP Borrowers)
in favor of the Senior DIP Agents for the benefit of the Senior DIP Secured Parties, (1) Holdings
and certain of its subsidiaries (collectively, with Holdings, the “Senior DIP Guarantors”) have
guaranteed the payment and performance of the Senior DIP Obligations (as defined below) under
the Senior DIP Documents (as defined below), and (2) the Senior DIP Borrowers and the Senior
DIP Guarantors (collectively, the “Senior DIP Loan Parties”) have granted a security interest and
lien in substantially all of their assets to secure the respective obligations of each of the Senior
DIP Loan Parties under the Senior DIP Documents.
E. Pursuant to that certain [●], dated as of [●], 2018 (as such agreement may be
amended, supplemented, restated or otherwise modified from time to time in accordance with the
terms hereof and thereof, the “Junior DIP Credit Agreement”) by and among [●], the lenders
party thereto (collectively, the “Junior DIP Lenders”) and the Junior DIP Agent, the Junior DIP
Lenders have agreed to make certain loans and provide other financial accommodations to or for
the benefit of Holdings and certain of its subsidiaries, including SRAC and Kmart (the “Junior
DIP Borrowers”).
F. Pursuant to the Financing Orders and that certain [●], dated as of [●], 2018 (as
such agreement may be amended, supplemented, restated or otherwise modified from time to
time in accordance with the terms hereof and thereof, (the “Junior DIP Guarantee and Collateral
Agreement”), by Holdings and certain of its subsidiaries (including, without limitation, the
Junior DIP Borrowers) in favor of the Junior DIP Agent for the benefit of the Junior DIP Secured
Parties, (1) Holdings and certain of its subsidiaries (collectively, with Holdings, the “Junior DIP
Guarantors”) have guaranteed the payment and performance of the Junior DIP Obligations (as
defined below) under the Junior DIP Documents (as defined below), and (2) the Junior DIP
Borrowers and the Junior DIP Guarantors (collectively, the “Junior DIP Loan Parties”) have
granted a security interest and lien in substantially all of their assets to secure the respective
obligations of each of the Junior DIP Loan Parties under the Junior DIP Documents.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
UCC Definitions. Unless otherwise defined herein, all capitalized terms

used herein shall have the same meaning herein as in the Uniform Commercial Code.
Other Definitions. Subject to Section 1.1, as used in this Agreement, the

following terms shall have the meanings set forth below:
“Affiliate” shall mean, with respect to a specified Person, any other Person (a) that
directly or indirectly through one or more intermediaries controls, is controlled by or is under
common control with the Person specified or is a director or officer of such Person, (b) that
beneficially owns 10% or more of the voting stock or any class of equity interests of such first
Person, (c) at least 10% of whose voting stock or any class of equity interests is beneficially
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owned, directly or indirectly, by such first Person or (d) who is an officer, director, partner or
managing member of such first Person. For purposes of this definition, the term “control”
(including the terms “controlling,” “controlled by” and “under common control with”) of a
Person means the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of such Person by contract or otherwise.
“Agent(s)” means individually the Senior DIP Agents or the Junior DIP Agent and
collectively means both the Senior DIP Agents and the Junior DIP Agent.
“Agreement” shall have the meaning assigned to that term in the introduction to this
Agreement.
“Bank Products” shall have the meaning provided in the Senior DIP Credit Agreement.
“Bankruptcy Code” shall mean Title 11 of the United States Code , as now or hereafter in
effect or any successor thereto.
“Bankruptcy Court” shall have the meaning assigned to that term in the recitals to this
Agreement.
“Borrower” shall mean with respect to the Senior DIP Obligations, the Senior DIP
Borrowers and, with respect to the Junior DIP Obligations, the Junior DIP Borrowers, as
applicable, and collectively means all of them.
“Carve-Out” shall have the meaning provided in the Financing Orders.
“Cash Management Services” shall have the meaning provided in the Senior DIP Credit
Agreement.
“Chapter 11 Cases” shall have the meaning assigned to that term in the recitals to this
Agreement.
“Collateral” shall mean collectively, all Senior DIP Collateral, all Junior DIP Collateral
and all Specified Collateral.
“Control Collateral” shall mean any Collateral consisting of any Deposit Account,
Instruments and any other Collateral as to which a Lien may be perfected through possession,
custody or control by the secured party, or any agent therefor.
“Credit Documents” shall mean the Senior DIP Documents and the Junior DIP
Documents.
“Debtor Relief Laws” shall mean the Bankruptcy Code as now or hereafter in effect or
any successor thereto, as well as all other liquidation, conservatorship, bankruptcy, assignment
for benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or
similar debtor relief laws of the United States federal or state law or of any applicable foreign
law from time to time in effect affecting the rights of creditors generally.
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“Debtors” shall have the meaning assigned to that term in the recitals to this Agreement.
“Discharge of Junior DIP Obligations” shall mean (a) the indefeasible payment in full in
cash, or the discharge or defeasance, of all outstanding Junior DIP Obligations in accordance
with the Junior DIP Credit Agreement and (b) the termination of all commitments to extend
credit under the Junior DIP Documents.
“Discharge of Prepetition ABL Obligations” shall mean the indefeasible payment in full
in cash of all outstanding Prepetition ABL Obligations including, with respect to (i) amounts
available to be drawn under outstanding letters of credit issued thereunder (or indemnities or
other undertakings issued pursuant thereto in respect of outstanding letters of credit), the
cancellation of such letters of credit or the delivery or provision of money or backstop letters of
credit in respect thereof in compliance with the terms of the Prepetition ABL Documents (which
shall not exceed an amount equal to 105% of the aggregate undrawn amount of such letters of
credit) and (ii) outstanding Prepetition ABL Obligations with respect to Bank Products and Cash
Management Services (or indemnities or other undertakings issued pursuant thereto in respect of
outstanding Bank Products and Cash Management Services) or the delivery or provision of cash
collateral in respect thereof in compliance with the terms of the Prepetition ABL Documents.
“Discharge of Senior DIP Obligations” shall mean (a) the indefeasible payment in full in
cash of all outstanding Senior DIP Obligations including, with respect to (i) amounts available to
be drawn under outstanding letters of credit issued thereunder (or indemnities or other
undertakings issued pursuant thereto in respect of outstanding letters of credit), the cancellation
of such letters of credit or the delivery or provision of money or backstop letters of credit in
respect thereof in compliance with the terms of any Senior DIP Credit Agreement (which shall
not exceed an amount equal to 105% of the aggregate undrawn amount of such letters of credit)
and (ii) outstanding Senior DIP Obligations with respect to Bank Products and Cash
Management Services (or indemnities or other undertakings issued pursuant thereto in respect of
outstanding Bank Products and Cash Management Services) or the delivery or provision of cash
collateral in respect thereof in compliance with the terms of any Senior DIP Credit Agreement
and (b) the termination of all commitments to extend credit under the Senior DIP Documents.
“Exercise Any Secured Creditor Remedies” or “Exercise of Secured Creditor Remedies”

shall mean, except as otherwise provided in the final sentence of this definition and subject to the
Financing Orders:
(a) the taking by any Secured Party of any action to enforce or realize upon any
Lien, including the institution of any foreclosure proceedings or the noticing of any public or
private sale pursuant to Article 9 of the Uniform Commercial Code or other applicable law;
(b) the exercise by any Secured Party of any right or remedy provided to a
secured creditor on account of a Lien under any of the Credit Documents, under applicable law,
in the Chapter 11 Cases or any other Insolvency Proceeding or otherwise, including the election
to retain any of the Senior DIP Collateral, Junior DIP Collateral or Specified Collateral, as
applicable, in satisfaction of a Lien;
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(c) the taking of any action by any Secured Party or the exercise of any right or
remedy by any Secured Party in respect of the collection on, set off against, marshaling of,
injunction respecting or foreclosure on the Senior DIP Collateral, Junior DIP Collateral or
Specified Collateral, as applicable, or the Proceeds thereof;
(d) the appointment, on the application of a Secured Party, of a receiver,

receiver and manager or interim receiver of all or part of the Senior DIP Collateral, Junior DIP
Collateral or Specified Collateral, as applicable;
(e) the sale, lease, license, or other disposition of all or any portion of the
Senior DIP Collateral, Junior DIP Collateral or Specified Collateral by private or public sale
conducted by a Secured Party or any other means at the direction of a Secured Party permissible
under applicable law, in the Chapter 11 Cases or any other Insolvency Proceeding or otherwise;
and
(f) the exercise of any other right of a secured creditor under Part 6 of Article 9
of the Uniform Commercial Code or under provisions of similar effect other applicable law.
For the avoidance of doubt, none of the following shall be deemed to constitute an
Exercise of Secured Creditor Remedies: (i) the filing of a proof of claim in the Chapter 11 Cases
or any other Insolvency Proceeding or seeking adequate protection (subject to Section 6.3
below); (ii) the exercise of cash dominion in accordance with the Senior DIP Credit Agreement;
(iii) the consent by the Senior DIP Agents to a store closing sale, going out of business sale or
other disposition by any Loan Party of any of the Collateral; (iv) the reduction of advance rates
or sub-limits by the Senior DIP Agents; (v) the imposition of Availability Reserves or Inventory
Reserves (in each case as defined in the Senior DIP Credit Agreement) by the Senior DIP
Agents; or (vi) any action by the Junior DIP Agent, any Junior DIP Lender, any Senior DIP
Agent or any Senior DIP Secured Party to enforce any limitation, right or remedy against any
Senior DIP Agent, any Senior DIP Secured Party, the Junior DIP Agent or any Junior DIP
Lender arising under this Agreement.
“Final Senior DIP Order” means a final order of the Bankruptcy Court approving the
Senior DIP Facility.
“Financing Orders” shall have the meaning assigned to that term in the Senior DIP Credit
Agreement and shall include any other order of the Bankruptcy Court authorizing and approving
the credit facility provided pursuant to the Junior DIP Credit Agreement and the other Junior DIP
Documents on an interim or final basis.
“Governmental Authority” shall mean any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government.
“Guarantor” shall mean any of the Senior DIP Guarantors or the Junior DIP Guarantors,
as applicable, and collectively means all of them.
“Holdings” shall have the meaning assigned to that term in the recitals to this Agreement.
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“Inadvertent Overadvances” shall mean the funding of any loan or advance under the
Senior DIP Credit Agreement or the issuance, renewal or amendment of a letter of credit under
the Senior DIP Credit Agreement which did not result in an overadvance when made based upon
the most recent Borrowing Base Certificate (as defined in the Senior DIP Credit Agreement)
received by the Senior DIP Agents prior to such funding or issuance, renewal or amendment of a
letter of credit but which has, on the relevant date of determination, become an overadvance as
the result of circumstances beyond the reasonable control of the Senior DIP Agents or the other
Senior DIP Secured Parties (including as a result of the entry of an adverse order by the
Bankruptcy Court in the Chapter 11 Cases), including (i) a decline in the value of the Senior DIP
Collateral included in the Borrowing Base, (ii) errors or fraud on a Borrowing Base Certificate,
(iii) components of the Borrowing Base on any date thereafter being deemed ineligible, (iv) the
return of uncollected checks or other items of payment applied to the reduction of Advances (as
defined in the Senior DIP Credit Agreement) or other similar involuntary or unintentional
actions, (v) the imposition of any reserve or a reduction in advance rates after the funding of any
Advance or the issuance, renewal or amendment of a letter of credit, or (vi) any other
circumstance beyond the reasonable control of the Senior DIP Agents or the other Senior DIP
Secured Parties which reduces Excess Availability (as defined in the Senior DIP Credit
Agreement as in effect on the date hereof), provided that any repayments with respect to any
overadvances shall be applied first to Inadvertent Overadvances.
“Indebtedness” shall mean (i) all obligations of a Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other
similar instruments; (ii) the maximum amount of all letters of credit, bankers’ acceptances, bank
guaranties, surety bonds, performance bonds and similar instruments issued or created by or for
the account of such Person; (iii) obligations of such Person under any Swap Contract; (iv)
indebtedness secured by a Lien on property owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention agreements and mortgage,
industrial revenue bond, industrial development bond and similar financings), whether or not
such indebtedness shall have been assumed by such Person or is limited in recourse, and (v) any
guarantees of the foregoing.
“Insolvency Proceeding” shall mean (a) the Chapter 11 Cases or any other case, action or
proceeding before any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors,
or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for
creditors or other similar arrangement in respect of its creditors generally or any substantial
portion of its creditors; in each case covered by clauses (a) and (b) undertaken under any Debtor
Relief Laws.
“Interim Senior DIP Order” shall have the meaning assigned to the term “Interim
Financing Order” in the Senior DIP Credit Agreement.
“Junior DIP Agent” shall have the meaning assigned to that term in the introduction to
this Agreement and shall include any successor thereto.
“Junior DIP Borrowers” shall have the meaning assigned to that term in the recitals to
this Agreement.
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“Junior DIP Collateral” shall mean all Property now owned or hereafter acquired by any
Borrower or any Guarantor in or upon which a Lien is granted or purported to be granted to the
Junior DIP Agent under any of the Junior DIP Collateral Documents, together with all
substitutions, additions, products and Proceeds thereof; provided, however, that the term “Junior
DIP Collateral” shall not include the Specified Collateral.
“Junior DIP Collateral Documents” shall mean the Junior DIP Guarantee and Collateral
Agreement, together with the Financing Orders and all other security agreements, joinder
agreements, account control agreements, freight forwarder and/or customs broker’s agreements,
collateral access agreements, license agreements, mortgages and other collateral documents
executed and delivered in connection with the Junior DIP Credit Agreement, in each case as the
same may be amended, supplemented, restated or otherwise modified from time to time in
accordance with the terms hereof and thereof.
“Junior DIP Credit Agreement” shall have the meaning assigned to that term in the
recitals to this Agreement and shall include any other agreement extending the maturity of,
consolidating, restructuring or refunding all or any portion of the Junior DIP Obligations
thereunder, whether by the same or any other agent, lender or group of lenders.
“Junior DIP Documents” shall mean the Junior DIP Credit Agreement, the Junior DIP
Collateral Documents (including the Financing Orders), the other DIP [Credit] Documents (as
defined in the Junior DIP Credit Agreement) and all other agreements, instruments, documents
and certificates, now or hereafter executed by or on behalf of any Junior DIP Loan Party and
delivered to the Junior DIP Agent or any other Junior DIP Secured Party, in connection with any
of the foregoing or with the Junior DIP Credit Agreement [or the Junior DIP Guarantee and
Collateral Agreement], in each case as the same may be amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms hereof and thereof.
“Junior DIP Facility” means the $350.0 million multidraw debtor in possession financing
provided to the Debtors pursuant to the Junior DIP Documents and the Financing Orders.
“Junior DIP Guarantee and Collateral Agreement” shall have the meaning assigned to
that term in the recitals to this Agreement and shall also include any other agreement amending
or replacing such agreement, whether by the same or any other agent, lender or group of lenders.
“Junior DIP Guarantors” shall have the meaning assigned to that term in the recitals to
this Agreement and shall also include any other Person who becomes a guarantor under any
Junior DIP Document.
“Junior DIP Lenders” shall have the meaning assigned to that term in the introduction to
this Agreement.
“Junior DIP Loan Parties” shall have the meaning assigned to that term in the recitals to
this Agreement.
“Junior DIP Obligations” shall mean all obligations of every nature of each Junior DIP
Loan Party from time to time owed to the Junior DIP Secured Parties, or any of them, under any
Junior DIP Document, whether for principal, interest, fees, expenses, indemnification or
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otherwise, and all other amounts owing or due under the terms of the Junior DIP Documents
(including interest, fees, indemnification payments, expense reimbursements and other amounts
which would have accrued on or been payable with respect to any Junior DIP Obligation,
whether or not a claim is allowed against such Junior DIP Loan Party for such interest, fees,
indemnification payments, expense reimbursement and other amounts in the Chapter 11 Cases),
as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part
from time to time in accordance with the terms hereof and thereof.
“Junior DIP Recovery” shall have the meaning set forth in Section 5.3(b).
“Junior DIP Secured Parties” shall mean the Junior DIP Agent and the Junior DIP
Lenders.
“Lender(s)” shall mean individually, the Senior DIP Lenders or the Junior DIP Lenders,
and collectively means all of the Senior DIP Lenders and the Junior DIP Lenders.
“Lien” shall mean, with respect to any asset, any mortgage, deed of trust, lien (statutory
or otherwise), pledge, hypothecation, encumbrance, collateral assignment, charge or security
interest in, on or of such asset.
“Lien Priority” shall mean with respect to any Lien of the Senior DIP Secured Parties or
the Junior DIP Secured Parties in the Collateral, the order of priority of such Lien as specified in
Section 2.1.
“Loan Parties” shall mean the Senior DIP Loan Parties and the Junior DIP Loan Parties.
“Maximum Senior DIP Facility Amount” shall mean $[______________],1 plus (i)
Inadvertent Overadvances, (ii) any interest, fees, costs and expenses and (iii) outstanding
obligations with respect to Bank Products and Cash Management Services.
“Party” shall mean the Senior DIP Agents or the Junior DIP Agent, and “Parties” shall
mean both the Senior DIP Agents and the Junior DIP Agent.
“Person” shall mean an individual, partnership, corporation, limited liability company,

unlimited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever nature.
“Petition Date” shall have the meaning assigned to that term in the recitals to this
Agreement.
“Prepetition ABL Agents” shall have the meaning set forth in the Financing Orders.
1
NOTE TO DRAFT: TO BE THE AGGREGATE PRINCIPAL AMOUNT OF INCREMENTAL REVOLVER
COMMITMENTS, INCREMENTAL TERM LOANS AND ROLLED-UP AMOUNTS AS OF THE DATE OF
THIS AGREEMENT.
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“Prepetition ABL Collateral” shall have the meaning set forth in the Financing Orders
and shall also include all property of the Senior DIP Loan Parties, now owned or hereafter
acquired, upon which a Lien is purported to be created by any Prepetition ABL Document
notwithstanding the filing of the Chapter 11 Cases.
“Prepetition ABL Documents” shall have the meaning set forth in the Financing Orders.
“Prepetition ABL Obligations” shall have the meaning set forth in the Financing Orders.
“Prepetition Encumbered Collateral” shall have the meaning set forth in the Financing
Orders.
“Prepetition Unencumbered Collateral” shall have the meaning set forth in the Financing
Orders; provided, however, that the term “Prepetition Unencumbered Collateral” shall not
include the Specified Collateral; provided, further, however, that the term “Prepetition
Unencumbered Collateral” shall include the assets set forth on Schedule 3 hereto.
“Proceeds” shall mean (a) all “proceeds,” as defined in Article 9 of the Uniform
Commercial Code, with respect to the Collateral, and (b) whatever is recoverable or recovered
when any Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or
involuntarily.
“Property” shall mean any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible.
“Secured Parties” shall mean the Senior DIP Secured Parties and the Junior DIP Secured
Parties.
“Senior DIP Agents” shall have the meaning assigned to that term in the introduction to
this Agreement and shall include any successors thereto as well as any Person designated as the
“Agent”, “Administrative Agent”, “Collateral Agent” or “Co-Collateral Agent” under any Senior
DIP Document.
“Senior DIP Borrowers” shall have the meaning assigned to that term in the recitals to
this Agreement.
“Senior DIP Cash Collateral Account” shall have the meaning assigned to that term in
Section 4.1(b)(iii).
“Senior DIP Collateral” shall mean all Property now owned or hereafter acquired by any
Borrower or any Guarantor in or upon which a Lien is granted or purported to be granted to the
Senior DIP Agents (and in all events includes the Junior DIP Collateral) under any of the Senior
DIP Collateral Documents, together with all substitutions, additions, products and Proceeds
thereof; provided, however, that the term “Senior DIP Collateral” shall not include the Specified
Collateral.
“Senior DIP Collateral Documents” shall mean the Senior DIP Guarantee and Collateral
Agreement, together with the Financing Orders and all other security agreements, account
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control agreements, freight forwarder and/or customs broker’s agreements, collateral access
agreements, license agreements, mortgages and other collateral documents executed and
delivered in connection with the Senior DIP Credit Agreement (or deemed to be executed and
delivered in connection with the Senior DIP Credit Agreement pursuant to the Financing
Orders), in each case as the same may be amended, supplemented, restated or otherwise
modified from time to time.
“Senior DIP Credit Agreement” shall have the meaning assigned to such term in the
recitals to this Agreement and shall include any other agreement extending the maturity of,
consolidating, restructuring, refunding, replacing or refinancing all or any portion of the Senior
DIP Obligations, whether by the same or any other agent, lender or group of lenders.
“Senior DIP Documents” shall mean the Senior DIP Credit Agreement, the Senior DIP
Collateral Documents (including the Financing Orders), all Swap Contracts and other Bank
Products between any Senior DIP Loan Party and any Senior DIP Secured Party, all Cash
Management Services agreements between any Senior DIP Loan Party and any Senior DIP
Secured Party, those other ancillary agreements to which any Senior DIP Secured Party is a party
or beneficiary and all other agreements, instruments, documents and certificates, now or
hereafter executed by or on behalf of any Senior DIP Loan Party and delivered to the Senior DIP
Agents or any other Senior DIP Secured Party, in connection with any of the foregoing or with
the Senior DIP Credit Agreement or the Senior DIP Guarantee and Collateral Agreement, in each
case, as the same may be amended, supplemented, restated or otherwise modified from time to
time in accordance with the terms hereof and thereof.
“Senior DIP Facility” shall have the same meaning given to the term “DIP ABL Facility”
in the Senior DIP Credit Agreement.
“Senior DIP Guarantee and Collateral Agreement” shall have the meaning assigned to
that term in the recitals to this Agreement and shall also include any other agreement amending
or replacing such agreement, whether by the same or any other agent, lender or group of lenders.
“Senior DIP Guarantors” shall have the meaning assigned to that term in the recitals to
this Agreement and shall also include any other Person who becomes a guarantor under any
Senior DIP Document.
“Senior DIP Lenders” shall have the meaning assigned to that term in the recitals to this
Agreement.
“Senior DIP Loan Parties” shall have the meaning assigned to that term in the recitals to
this Agreement.
“Senior DIP Obligations” shall mean all obligations of every nature of each Senior DIP
Loan Party from time to time owed to the Senior DIP Secured Parties, or any of them, under any
Senior DIP Document, whether for principal, interest, reimbursement of amounts drawn under
letters of credit, payments for early termination of Swap Contracts, fees, expenses,
indemnification or otherwise, and all other amounts owing or due under the terms of the Senior
DIP Documents (including interest, fees, indemnification payments, expense reimbursements
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and other amounts which would have accrued on or been payable with respect to any Senior DIP
Obligation, whether or not a claim is allowed against such Senior DIP Loan Party for such
interest, fees, indemnification payments, expense reimbursements and other amounts in the
Chapter 11 Cases), as amended, restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time in accordance with the terms hereof and thereof.
“Senior DIP Recovery” shall have the meaning set forth in Section 5.3(a).
“Senior DIP Secured Parties” shall mean each Senior DIP Lender and its Affiliates, each
Senior DIP Agent, the successors and assigns of each of the foregoing and each other “Credit
Party” under and as defined in the Senior DIP Credit Agreement.
“Specified Collateral” shall mean (i) all of the rights, title and interests of any Loan Party
in that certain cause of action identified on Schedule 1 hereto and (ii) all of the rights, title and
interests of any Loan Party in the assets set forth on Schedule 2 hereto and all books, records,
documents and data related thereto and Proceeds thereof.
“Subsidiary” shall mean with respect to any Person (the “parent”) at any date, any
corporation, partnership, joint venture, limited liability company, trust, or other entity (a) of
which equity interests representing more than 50% of the ordinary voting power or, in the case of
a partnership, more than 50% of the general partnership interests are, as of such date, owned,
controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
“Swap Contract” shall have the meaning provided in the Senior DIP Credit Agreement.
“Uniform Commercial Code” shall mean the Uniform Commercial Code as the same
may, from time to time, be in effect in the State of New York; provided that to the extent that the
Uniform Commercial Code is used to define any term in any security document and such term is
defined differently in differing Articles of the Uniform Commercial Code, the definition of such
term contained in Article 9 shall govern; provided further that in the event that, by reason of
mandatory provisions of law, any or all of the attachment, perfection, publication or priority of,
or remedies with respect to, Liens of any Party is governed by the Uniform Commercial Code or
foreign personal property security laws as enacted and in effect in a jurisdiction other than the
State of New York, the term “Uniform Commercial Code” will mean the Uniform Commercial
Code or such foreign personal property security laws as enacted and in effect in such other
jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection,
priority or remedies and for purposes of definitions related to such provisions.
“Winddown Account” shall have the meaning provided in the Financing Orders.
Rules of Construction. Unless the context of this Agreement clearly

requires otherwise, references to the plural include the singular, references to the singular include
the plural, the term “including” is not limiting and shall be deemed to be followed by the phrase
“without limitation,” and the term “or” has, except where otherwise indicated, the inclusive
meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,”
“hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to
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any particular provision of this Agreement. Article, section, subsection, clause, schedule and
exhibit references herein are to this Agreement unless otherwise specified. Any reference in this
Agreement to any agreement, instrument, or document shall include all alterations, amendments,
changes, restatements, extensions, modifications, renewals, replacements, substitutions, joinders,
and supplements thereto and thereof, as applicable (subject to any restrictions on such
alterations, amendments, changes, restatements, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to
any Person shall be construed to include such Person’s successors and assigns. Any reference
herein to the repayment in full of an obligation shall mean the payment in full in cash of such
obligation, or in such other manner as may be approved in writing by the requisite holders or
representatives in respect of such obligation. Any reference herein to a time of day means
Eastern time.
ARTICLE 2
LIEN PRIORITY
Priority of Liens.
(a) Notwithstanding (i) the date, time, method, manner, or order of grant,
attachment, or perfection of any Liens granted to the Senior DIP Secured Parties in respect of all
or any portion of the Senior DIP Collateral or of any Liens granted to the Junior DIP Secured
Parties in respect of all or any portion of the Junior DIP Collateral and regardless of how any
such Lien was acquired (whether by Financing Order, grant, statute, operation of law,
subrogation or otherwise), (ii) the order or time of filing or recordation of any document or
instrument for perfecting the Liens in favor of the Senior DIP Agents for the benefit of the
Senior DIP Secured Parties in any Senior DIP Collateral or the Junior DIP Agent for the benefit
of the Junior DIP Secured Parties in any Junior DIP Collateral, (iii) any provision of the Uniform
Commercial Code, Debtor Relief Laws or any other applicable law, or of the Senior DIP
Documents or the Junior DIP Documents, (iv) whether the Senior DIP Agents or the Junior DIP
Agent, in each case, either directly or through agents, holds possession of, or has control over, all
or any part of the Collateral, (v) the date on which the Senior DIP Obligations or the Junior DIP
Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the Senior
DIP Agents or the Junior DIP Agent to perfect its Lien in the Senior DIP Collateral or the Junior
DIP Collateral, as applicable, the subordination of any Lien on the Senior DIP Collateral
securing any Senior DIP Obligations or on any Junior DIP Collateral securing any Junior DIP
Obligations, as applicable, to any Lien securing any other obligation of any Borrower or
Guarantor, or the avoidance, invalidation or lapse of any Lien on the Senior DIP Collateral
securing any Senior DIP Obligations or on any Junior DIP Collateral securing any Junior DIP
Obligations, the Senior DIP Agents, on behalf of themselves and the Senior DIP Secured Parties,
and the Junior DIP Agent, on behalf of itself and the Junior DIP Secured Parties, hereby agree
that the following table sets forth the relative priorities of the various Liens on the Junior DIP
Collateral and the Specified Collateral (terms used in the following table shall have the meanings
assigned to such terms in the Final Senior DIP Order):
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Prepetition ABL Prepetition Prepetition Specified Collateral

Collateral Encumbered Unencumbered
Collateral Collateral (Other than
Specified Collateral)
Carve-Out Carve-Out Carve-Out Carve-Out
Senior Permitted All valid and Senior Permitted Liens Senior Permitted Liens
Liens perfected security
interests in favor of
third parties as of the
Petition Date and
any Senior Permitted
Liens
DIP ABL Liens DIP ABL Liens DIP ABL Liens DIP ABL Liens, pari
passu with Junior DIP
Liens
Prepetition ABL Junior DIP Liens Junior DIP Liens Prepetition ABL
Facilities Adequate Facilities Adequate
Protection Liens Protection Liens
2018 FILO Prepetition ABL Prepetition ABL 2018 FILO Adequate
Adequate Protection Facilities Adequate Facilities Adequate Protection Liens
Liens Protection Liens Protection Liens
Prepetition LC 2018 FILO Adequate 2018 FILO Adequate Prepetition LC Facility

Facility Adequate Protection Liens Protection Liens Adequate Protection
Protection Liens Liens
Prepetition ABL Prepetition LC Prepetition LC Facility Prepetition Second Lien
Liens Facility Adequate Adequate Protection Adequate Protection
Protection Liens Liens Liens
Prepetition Second Prepetition Second Prepetition Second Lien
Lien Adequate Lien Adequate Adequate Protection
Protection Liens Protection Liens Liens
Prepetition Second
Lien Facilities Liens
(except on Specified
Non-Prepetition
Second Lien
Collateral)
Junior DIP Liens
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(b) The Senior DIP Agents, for and on behalf of themselves and the Senior DIP
Secured Parties, acknowledge and agree that the Junior DIP Agent, for the benefit of itself and
the Junior DIP Secured Parties, has been, or may be, granted Liens upon the Junior DIP
Collateral and the Senior DIP Agents hereby consent thereto. The subordination of Lien on the
Junior DIP Collateral by the Junior DIP Agent in favor of the Senior DIP Agents as set forth
herein shall not be deemed to subordinate the Junior DIP Agent’s Liens to the Liens of any other
Person except as expressly provided in the Financing Orders.
Waiver of Right to Contest Liens.
(a) The Senior DIP Agents, for and on behalf of themselves and the Senior DIP
Secured Parties, acknowledge and agree that (i) the lien priorities set forth in the Interim Senior
DIP Order (including, without limitation, in paragraph 14 thereof) were approved by the
Bankruptcy Court prior to the Bankruptcy Court’s approval of the Junior DIP Facility and the
execution and delivery of this Agreement by the Senior DIP Agents and the Junior DIP Agent,
and (ii) in the event of any inconsistency between the terms and conditions of the Final Senior
DIP Order and the Interim Senior DIP Order, the Final Senior DIP Order shall govern and
control.
(b) The Junior DIP Agent, for and on behalf of itself and the Junior DIP
Secured Parties, agrees that it and they shall not (and hereby waives or waive any right to) take
any action to contest or challenge (or assist or support any other Person in contesting or
challenging), directly or indirectly, whether or not in any proceeding (including in the Chapter 11
Cases or any other Insolvency Proceeding), the validity, priority, enforceability, or perfection of
the Liens of the Senior DIP Agents and the Senior DIP Secured Parties in respect of the
Collateral or the provisions of this Agreement. Without limiting the rights of the Junior DIP
Agent under Sections 2.3 and 4.1 of this Agreement, the Junior DIP Agent, for itself and on
behalf of the Junior DIP Secured Parties, agrees that none of the Junior DIP Agent or the Junior
DIP Secured Parties will take any action that would interfere with any Exercise of Secured
Creditor Remedies undertaken by the Senior DIP Agents or any Senior DIP Secured Party under
the Senior DIP Documents with respect to the Collateral. The Junior DIP Agent, for itself and on
behalf of the Junior DIP Secured Parties, hereby waives any and all rights it or the Junior DIP
Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or
interfere with the manner in which the Senior DIP Agents or any Senior DIP Secured Party seeks
to enforce its Liens in any Collateral. The foregoing shall not be construed to prohibit the Junior
DIP Agent from enforcing the provisions of this Agreement or otherwise acting in accordance
with this Agreement.
(c) The Senior DIP Agents, for and on behalf of themselves and the Senior DIP
Secured Parties, agree that they and the Senior DIP Secured Parties shall not (and hereby waive
any right to) take any action to contest or challenge (or assist or support any other Person in
contesting or challenging), directly or indirectly, whether or not in any proceeding (including in
the Chapter 11 Cases or any other Insolvency Proceeding), the validity, priority, enforceability,
or perfection of the Liens of the Junior DIP Agent or the Junior DIP Secured Parties in respect of
the Collateral or the provisions of this Agreement. Without limiting the rights of the Senior DIP
Agents under Sections 2.3 and 4.1 of this Agreement, the Senior DIP Agents, for and on behalf
of themselves and the Senior DIP Secured Parties, agree that none of the Senior DIP Agents or
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the Senior DIP Secured Parties will take any action that would interfere with any Exercise of
Secured Creditor Remedies undertaken by the Junior DIP Agent or any Junior DIP Secured Party
under the Junior DIP Documents with respect to the Specified Collateral or the Junior DIP
Collateral consisting of Prepetition Unencumbered Collateral in a manner consistent with
Section 2.3. The Senior DIP Agents, for and on behalf of themselves and the Senior DIP Secured
Parties, hereby waive any and all rights they or the Senior DIP Secured Parties may have to
contest, protest, object to, or interfere with the manner in which the Junior DIP Agent or any
Junior DIP Lender seeks to enforce its Liens in any Specified Collateral or the Junior DIP
Collateral consisting of Prepetition Unencumbered Collateral in a manner consistent with
Section 2.3. The foregoing shall not be construed to prohibit the Senior DIP Agents from
enforcing the provisions of this Agreement or otherwise acting in accordance with this
Agreement.
Remedies Standstill.
(a) The Junior DIP Agent, on behalf of itself and the Junior DIP Secured
Parties, agrees that, from the date hereof until the date upon which the Discharge of Senior DIP
Obligations shall have occurred and, with respect to Prepetition ABL Collateral, the Discharge of
Prepetition ABL Obligations also shall have occurred, neither the Junior DIP Agent nor any
Junior DIP Secured Party will Exercise Any Secured Creditor Remedies with respect to any of
the Collateral other than the Specified Collateral and Junior DIP Collateral consisting of
Prepetition Unencumbered Collateral, and will not take, receive or accept any Proceeds of any
Collateral other than the Specified Collateral and Junior DIP Collateral consisting of Prepetition
Unencumbered Collateral (and in such event, consistent with the application of Proceeds of such
Collateral set forth in Section 4.1) until the Discharge of Senior DIP Obligations has occurred
and, with respect to Prepetition ABL Collateral, until the Discharge of Prepetition ABL
Obligations has also occurred. From and after the date upon which the Discharge of Senior DIP
Obligations shall have occurred and, with respect to Prepetition ABL Collateral, the Discharge of
Prepetition ABL Obligations also shall have occurred, the Junior DIP Agent or any Junior DIP
Secured Party may Exercise Any Secured Creditor Remedies under the Junior DIP Documents or
applicable law as to any Junior DIP Collateral or Specified Collateral.
(b) Notwithstanding the provisions of Section 2.3(a) or any other provision of

this Agreement but subject to the Financing Orders, nothing contained herein shall be construed
to prevent any Agent or any Secured Party from (i) filing a claim or statement of interest with
respect to the Senior DIP Obligations or Junior DIP Obligations owed to it in the Chapter 11
Cases or any other Insolvency Proceeding commenced by or against any Loan Party, (ii) taking
any action (not adverse to the Lien Priority of the Liens of the Senior DIP Agents or Senior DIP
Secured Parties on the Collateral or the rights of the Senior DIP Agents or any of the Senior DIP
Secured Parties to Exercise Any Secured Creditor Remedies in respect thereof, subject to the
rights of the Junior DIP Agent and the Junior DIP Secured Parties to also Exercise Any Secured
Creditor Remedies in respect of Specified Collateral and Junior DIP Collateral consisting of
Prepetition Unencumbered Collateral) in order to create, perfect, preserve or protect (but not
enforce, unless otherwise provided for in this Agreement) its Lien on any Collateral, (iii) filing
any necessary or responsive pleadings in opposition to any motion, adversary proceeding or
other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or
Lien of such Agent or Secured Party, (iv) voting on any plan of reorganization or filing any proof
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of claim in the Chapter 11 Cases or any other Insolvency Proceeding of any Loan Party, (v)
objecting to the proposed retention of the Collateral by the Senior DIP Agents or any other
Senior DIP Secured Party in full or partial satisfaction of any Senior DIP Obligations, in each
case of (i) through (v) above to the extent not inconsistent with the terms of this Agreement and
the Financing Orders, or (vi) with respect to the Junior DIP Agent, any Junior DIP Lender, any
Senior DIP Agent or any Senior DIP Secured Party, taking any action to enforce any limitation,
right or remedy against any Senior DIP Agent, any Senior DIP Secured Party, the Junior DIP
Agent or any Junior DIP Lender arising under this Agreement.
(c) The Junior DIP Agent, for and on behalf of itself and the Junior DIP
Secured Parties, agrees to give each of the Senior DIP Agents at least 10 business days prior
written notice of its intent to Exercise Any Secured Creditor Remedies against any Specified
Collateral or any Junior DIP Collateral consisting of Prepetition Unencumbered Collateral in
accordance with the terms of this Agreement and the Financing Orders, and each Senior DIP
Agent, for and on behalf of itself and the Senior DIP Secured Parties, agrees that it will
reasonably cooperate with the Junior DIP Agent and the Junior DIP Secured Parties in
connection with such Exercise of Secured Creditor Remedies. The Senior DIP Agents, for and
on behalf of themselves and the Senior DIP Secured Parties, agree to give the Junior DIP Agent
at least 10 business days prior written notice of their intent to Exercise Any Secured Creditor
Remedies against any Specified Collateral or any Senior DIP Collateral consisting of Prepetition
Unencumbered Collateral in accordance with the terms of this Agreement and the Financing
Orders, and the Junior DIP Agent, for and on behalf of itself and the Junior DIP Secured Parties,
agrees that it will reasonably cooperate with the Senior DIP Agents and the Senior DIP Secured
Parties in connection with such Exercise of Secured Creditor Remedies.
(d) Each of the Junior DIP Agent, each Junior DIP Secured Party, each Senior
DIP Agent and each Senior DIP Secured Party agrees that it will not institute any suit or other
proceeding or assert in any suit, the Chapter 11 Cases or any other Insolvency Proceeding or
other proceeding any claim, in the case of the Junior DIP Agent and each Junior DIP Secured
Party, against either the Senior DIP Agents or any other Senior DIP Secured Party, and in the
case of the Senior DIP Agents and each other Senior DIP Secured Party, against either the Junior
DIP Agent or any other Junior DIP Secured Party, seeking damages from or other relief by way
of specific performance, instructions or otherwise, with respect to, any action taken or omitted to
be taken by such Person with respect to the Senior DIP Collateral or Junior DIP Collateral, as
applicable, which is consistent with the terms of this Agreement and the Financing Orders, and
none of such Parties shall be liable for any such action taken or omitted to be taken. The
foregoing shall not be construed to prohibit the Senior DIP Agents or the Junior DIP Agent from
enforcing the provisions of this Agreement or otherwise acting in accordance with this
Agreement.
Release of Liens.
(a) In the event of (A) any private or public sale of all or any portion of the
Collateral in connection with any Exercise of Secured Creditor Remedies by the Senior DIP
Agents or by the Senior DIP Loan Parties with the consent of the Senior DIP Agents made in
accordance with Section 2.3, or (B) any sale, transfer or other disposition of all or any portion of
the Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior
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DIP Documents or consented to by the requisite Senior DIP Lenders and, with respect to the
Specified Collateral, such sale, transfer or other disposition is also then permitted by the Junior
DIP Documents or consented to by the requisite Junior DIP Lenders, the Junior DIP Agent
agrees, on behalf of itself and the Junior DIP Secured Parties, that such sale, transfer or other
disposition will be free and clear of the Liens, if any, on such Collateral securing the Junior DIP
Obligations, and the Junior DIP Agent’s and the Junior DIP Secured Parties’ Liens, if any, with
respect to the Collateral so sold, transferred, or disposed shall terminate and be automatically
released without further action concurrently with, and to the same extent as, the release of the Senior
DIP Secured Parties’ Liens on such Collateral, in each case so long as the Junior DIP Agent’s and the
Junior DIP Secured Parties’ Liens attach to the Proceeds of such sale, transfer or other disposition for
application in accordance with the provisions of Section 4.1(b), if applicable. In furtherance of, and
subject to, the foregoing, the Junior DIP Agent agrees that it will promptly execute any and all
Lien releases or other documents reasonably requested in writing and provided by the Senior DIP
Agents in connection therewith. The Junior DIP Agent hereby appoints the Senior DIP Agents
and any officer or duly authorized person of the Senior DIP Agents, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the
place and stead of the Junior DIP Agent and in the name of the Junior DIP Agent or in the Senior
DIP Agents’ own name, from time to time, in the Senior DIP Agents’ sole discretion, for the
purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to
execute and deliver or file any and all documents and instruments as may be necessary or
desirable to accomplish the purposes of this paragraph, including any financing statements,
endorsements, assignments, releases or other documents or instruments of transfer (which
appointment, being coupled with an interest, is irrevocable).
(b) In the event of (A) any private or public sale of all or any portion of the
Specified Collateral or the Junior DIP Collateral consisting of Prepetition Unencumbered
Collateral in connection with any Exercise of Secured Creditor Remedies by the Junior DIP
Agent or by the Junior DIP Loan Parties with the consent of the Junior DIP Agent made in
accordance with Section 2.3, or (B) any sale, transfer or other disposition of all or any portion of
the Specified Collateral or the Junior DIP Collateral consisting of Prepetition Unencumbered
Collateral, so long as such sale, transfer or other disposition is then permitted by the Junior DIP
Documents or consented to by the requisite Junior DIP Lenders and is then permitted by the
Senior DIP Documents or consented to by the requisite Senior DIP Lenders, the Senior DIP
Agents agree, on behalf of themselves and the Senior DIP Secured Parties, that such sale,
transfer or other disposition will be free and clear of the Liens, if any, on such Collateral
securing the Senior DIP Obligations, and the Senior DIP Agents’ and the Senior DIP Secured
Parties’ Liens, if any, with respect to the Collateral so sold, transferred, or disposed shall
terminate and be automatically released without further action concurrently with, and to the same
extent as, the release of the Junior DIP Secured Parties’ Liens on such Collateral, in each case so
long as the Senior DIP Agents’ and the Senior DIP Secured Parties’ Liens attach to the Proceeds of such
sale, transfer or other disposition for application in accordance with the provisions of Section 4.1(b), if
applicable. In furtherance of, and subject to, the foregoing, the Senior DIP Agents agree that they
will promptly execute any and all Lien releases or other documents reasonably requested in
writing and provided by the Junior DIP Agents in connection therewith. The Senior DIP Agents
hereby appoint the Junior DIP Agent and any officer or duly authorized person of the Junior DIP
Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable
power of attorney in the place and stead of the Senior DIP Agents and in the name of the Senior
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DIP Agents or in the Junior DIP Agent’s own name, from time to time, in the Junior DIP Agent’s
sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all
appropriate action and to execute and deliver or file any and all documents and instruments as
may be necessary or desirable to accomplish the purposes of this paragraph, including any
financing statements, endorsements, assignments, releases or other documents or instruments of
transfer (which appointment, being coupled with an interest, is irrevocable).
No New Liens.
(a) Until the Discharge of Senior DIP Obligations shall have occurred, the
parties hereto agree that no Junior DIP Secured Party shall acquire or hold any Lien on any
assets of any Loan Party securing any Junior DIP Obligation which assets are not also subject to
the Lien of the Senior DIP Agents under the Senior DIP Documents. If any Junior DIP Secured
Party shall nonetheless acquire or hold any Lien on or mortgage over any assets of any Loan
Party securing any Junior DIP Obligation which assets are not also subject to the Lien (and
mortgage, if applicable) of the Senior DIP Agents under the Senior DIP Documents, then the
Junior DIP Agent (or the relevant Junior DIP Secured Party) shall, without the need for any
further consent of any other Junior DIP Secured Party or any Junior DIP Loan Party and
notwithstanding anything to the contrary in any other Junior DIP Document, be deemed to also
hold and have held such Lien or mortgage as agent or bailee for the benefit of the Senior DIP
Agents as security for the Senior DIP Obligations (subject to the terms of this Agreement and the
Financing Orders) and shall promptly notify the Senior DIP Agents in writing of the existence of
such Lien or mortgage.
(b) Until the Discharge of Senior DIP Obligations shall have occurred, the
parties hereto agree that no Senior DIP Secured Party shall acquire or hold any Lien on any
assets of any Loan Party securing any Senior DIP Obligation which assets are not also subject to
the Lien of the Junior DIP Agent under the Junior DIP Documents, other than cash and cash
equivalents pledged to secured Senior DIP Obligations consisting of reimbursement obligations
in respect of letters of credit, Bank Products or Cash Management Services. If any Senior DIP
Secured Party shall nonetheless acquire or hold any Lien on or mortgage over any assets of any
Loan Party securing any Senior DIP Obligation which assets are not also subject to the Lien (and
mortgage, if applicable) of the Junior DIP Agent under the Junior DIP Documents, other than as
set forth in the previous sentence, then the Senior DIP Agents (or the relevant Senior DIP
Secured Party) shall, without the need for any further consent of any other Senior DIP Secured
Party or any Senior DIP Loan Party and notwithstanding anything to the contrary in any other
Senior DIP Document, be deemed to also hold and have held such Lien or mortgage as agent or
bailee for the benefit of the Junior DIP Agents as security for the Junior DIP Obligations (subject
to the terms of this Agreement and the Financing Orders) and shall promptly notify the Junior
DIP Agent in writing of the existence of such Lien or mortgage.
(c) In connection with the foregoing, the Parties agree, upon request by any
other Party, subject to the Financing Orders and the other provisions of this Agreement, to (i)
cooperate in good faith from time to time in order to determine the specific items included in the
Collateral and the steps taken to perfect their respective Liens thereon and the identity of the
Loan Parties and (ii) execute and deliver such instruments to enable any Party to further perfect,
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preserve and enforce the Liens held by or on behalf of the Senior DIP Agents, the Senior DIP
Secured Parties, the Junior DIP Agent or the Junior DIP Secured Parties in the Collateral.
Waiver of Marshaling. Until the Discharge of Senior DIP Obligations, the

Junior DIP Agent, on behalf of itself and the Junior DIP Secured Parties, agrees not to assert and
hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or
otherwise assert or otherwise claim the benefit of, any marshaling, appraisal, valuation or other
similar right that may otherwise be available under applicable law with respect to the Collateral
or any other similar rights a junior secured creditor may have under applicable law; provided that
nothing herein, including in this Section 2.6 shall supersede or override any requirement as to the
application of Proceeds of such Collateral set forth in Section 4.1(b) or prohibit the Senior DIP
Agents or the Junior DIP Agent from enforcing the provisions of this Agreement or otherwise
acting in accordance with this Agreement.
ARTICLE 3
ACTIONS OF THE PARTIES
Certain Actions Permitted. Subject to the Financing Orders, the Junior DIP
Agent and the Senior DIP Agents may make such demands or file such claims in respect of the
Junior DIP Obligations or the Senior DIP Obligations, as applicable, as are necessary to prevent
the waiver or bar of such claims under applicable statutes of limitations or other statutes, court
orders, or rules of procedure at any time.
Agent for Perfection.
(a) If the Senior DIP Agents, for and on behalf of themselves and each Senior
DIP Secured Party, hold any Junior DIP Collateral constituting Control Collateral in their
possession, custody or control, and if such Control Collateral or any account in which such
Collateral is held is in fact in the possession, custody or control of the Senior DIP Agents or of
agents or bailees of such Person, or if such Person shall at any time obtain any landlord waiver or
bailee’s letter or any similar agreement or arrangement granting it rights or access to any
Collateral, the Senior DIP Agents shall also hold such Control Collateral or such account, or take
such actions with respect to such landlord waiver, bailee’s letter or similar agreement or
arrangement, as sub-agent or gratuitous bailee for the Junior DIP Agent, in each case solely for
the purpose of perfecting the Liens granted to the Junior DIP Agent in such Junior DIP
Collateral, subject to the terms and conditions of this Section 3.2.
(b) If the Junior DIP Agent, for and on behalf of itself and each Junior DIP
Secured Party, holds any Collateral constituting Control Collateral in its possession, custody, or
control, and if such Control Collateral or any account in which such Collateral is held is in fact in
the possession, custody or control of the Junior DIP Agent or of agents or bailees of such Person,
or if such Person shall at any time obtain any landlord waiver or bailee’s letter or any similar
arrangement granting it rights or access to any Collateral, the Junior DIP Agent shall also hold
such Control Collateral or such account, or take such actions with respect to such landlord
waiver, bailee’s letter or similar agreement or arrangement, as sub-agent or gratuitous bailee for
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the Senior DIP Agents, in each case solely for the purpose of perfecting the Liens granted to the
Senior DIP Agents in such Collateral, subject to the terms and conditions of this Section 3.2.
(c) None of the Senior DIP Agents, the Senior DIP Secured Parties, the Junior
DIP Agent, or the Junior DIP Secured Parties, as applicable, shall have any obligation
whatsoever to the others to assure that the Collateral is genuine or owned by any Borrower, any
Guarantor, or any other Person or to preserve rights or benefits of any Person. The duties or
responsibilities of the Senior DIP Agents and the Junior DIP Agent under this Section 3.2 are
and shall be limited solely to holding or maintaining control of the Collateral or Junior DIP
Collateral, as applicable, as agent for the other Party for purposes of perfecting the Lien held by
the Junior DIP Agent or the Senior DIP Agents, as applicable. The Senior DIP Agents are not
and shall not be deemed to be a fiduciary of any kind for the Junior DIP Secured Parties or any
other Person. The Junior DIP Agent is not and shall not be deemed to be a fiduciary of any kind
for the Senior DIP Secured Parties, or any other Person.
Insurance. Proceeds of Collateral include insurance proceeds and,

therefore, the Lien Priority shall govern the ultimate disposition of casualty insurance proceeds.
The Senior DIP Agents and the Junior DIP Agent shall each be named as additional insured or
loss payee, as applicable, with respect to all insurance policies maintained by the Borrowers or
Guarantors relating to the Senior DIP Collateral and Junior DIP Collateral, respectively, and, in
each case, the Specified Collateral. Until the Discharge of Senior DIP Obligations, the Senior
DIP Agents shall have the sole and exclusive right, as against the Junior DIP Agent, to adjust
settlement of insurance claims in the event of any covered loss, theft or destruction of any
Collateral other than Specified Collateral and Junior DIP Collateral consisting of Prepetition
Unencumbered Collateral and to take other such actions with respect to insurance covering such
Collateral as set forth in the Senior DIP Documents. All proceeds of such insurance shall be
remitted to the Senior DIP Agents, and the Junior DIP Agent shall cooperate (if necessary) in a
reasonable manner in effecting the payment of insurance proceeds in accordance with Section
4.1 hereof.
No Additional Rights For the Loan Parties Hereunder. Subject to the

Financing Orders, if any Senior DIP Secured Party or Junior DIP Secured Party shall enforce its
rights or remedies in violation of the terms of this Agreement, the Loan Parties shall not be
entitled to use such violation as a defense to any action by any Senior DIP Secured Party or
Junior DIP Secured Party, nor to assert such violation as a counterclaim or basis for set off or
recoupment against any Senior DIP Secured Party or Junior DIP Secured Party.
Payments Over. So long as the Discharge of Senior DIP Obligations has

not occurred, any Collateral (other than Specified Collateral and Junior DIP Collateral consisting
of Prepetition Unencumbered Collateral) or Proceeds thereof received by the Junior DIP Agent
or any Junior DIP Secured Parties in connection with the exercise of any right or remedy
(including set off) relating to such Collateral (or otherwise received by the Junior DIP Agent in
respect of all or any part of such Collateral in connection with the Chapter 11 Cases or any other
bankruptcy, insolvency, reorganization or similar proceeding of any Loan Party) in contravention
of this Agreement shall be segregated and held in trust and forthwith paid over to the Senior DIP
Agents for the benefit of the Senior DIP Secured Parties in the same form as received, with any
necessary endorsements, in each case, in accordance with this Agreement and the Financing
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Orders, or as a court of competent jurisdiction may otherwise direct. The Senior DIP Agents are
hereby authorized to make any such endorsements as agent for the Junior DIP Agent or any such
Junior DIP Secured Parties. This authorization is coupled with an interest and is irrevocable until
such time as this Agreement is terminated in accordance with its terms.
Access Rights.
(a) If, in connection with any Exercise of Secured Creditor Remedies by the
Junior DIP Agent or any Junior DIP Secured Party with respect to any Specified Collateral or
Junior DIP Collateral that constitutes Prepetition Unencumbered Collateral, the Junior DIP
Agent or any Junior DIP Secured Party obtains possession or control over any such Collateral,
then the Junior DIP Agent and the Junior DIP Secured Parties (i) shall cooperate with the Senior
DIP Agents in their efforts to Exercise Any Secured Creditor Remedies in the Collateral,
including in connection with the manufacture, production, completion, handling, removal and
sale of any Collateral constituting Prepetition ABL Collateral by the Senior DIP Agents, (ii) shall
not take or direct the Junior DIP Agent to take any action designed or intended to hinder or
restrict in any respect the Senior DIP Agents from any Exercise of Secured Creditor Remedies in
the Collateral, and (iii) shall permit and direct the Junior DIP Agent to permit the Senior DIP
Agents, and their respective employees, agents, advisers and representatives, at the sole cost and
expense of the Loan Parties and upon reasonable advance notice, on a rent-free, royalty-free
basis, to enter upon and use any Collateral in the possession or control of the Junior DIP Agent
or any Junior DIP Secured Party (including (x) real estate, fixtures and equipment and (y)
intellectual property and other general intangibles), for a period not to exceed 180 days after the
taking of such Exercise of Secured Creditor Remedies by the Senior DIP Agents, for purposes of
taking reasonable actions to protect, secure, store, take possession of, move, complete, prepare
for sale, sell and otherwise enforce the rights of the Senior DIP Agents and the Senior DIP
Secured Parties in and to the Collateral; provided, however, that nothing contained in this
Agreement shall restrict the rights of the Junior DIP Agent or the Junior DIP Secured Parties
from selling, assigning or otherwise transferring any Specified Collateral or Junior DIP
Collateral that constitutes Prepetition Unencumbered Collateral prior to the commencement or
expiration of such 180-day period if the purchaser, assignee or transferee thereof agrees to be
bound by the provisions of this Section. If any stay or other order prohibiting the exercise of
remedies with respect to any of the Collateral has been entered by a court of competent
jurisdiction, such 180-day period shall be tolled during the pendency of any such stay or other
order. If the Senior DIP Agents conduct a public auction or private sale of any Collateral at any
of the real property included within such Specified Collateral or Junior DIP Collateral that
constitutes Prepetition Unencumbered Collateral, the Senior DIP Agents shall use reasonable
efforts to hold such auction or sale in a manner which would not unduly disrupt the Junior DIP
Agent’s use of such real property for the benefit of the Junior DIP Secured Parties.
(b) During the period of actual occupation, use or control by the Senior DIP
Agents, the Senior DIP Secured Parties or their agents or representatives of any such Specified
Collateral or Junior DIP Collateral, the DIP ABL Facility Secured Parties shall be obligated to
repair at their expense any physical damage to such Collateral resulting from such occupancy,
use or control, and to leave such Collateral or such other assets or property in substantially the
same condition as it was at the commencement of such occupancy, use or control, ordinary wear
and tear excepted. Notwithstanding the foregoing, in no event shall the Senior DIP Agents or the
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Senior DIP Secured Parties have any liability to the Junior DIP Agent or the Junior DIP Secured
Parties pursuant to this Section 3.6 as a result of any condition (including any environmental
condition, claim or liability) on or with respect to the Specified Collateral or the Junior DIP
Collateral consisting of Prepetition Unencumbered Collateral existing prior to the date of the
exercise by the Senior DIP Agents and the Senior DIP Secured Parties of their rights under this
Section 3.6, and the Senior DIP Agents and the Senior DIP Secured Parties shall have no duty or
liability to maintain such Collateral in a condition or manner better than that in which it was
maintained prior to the use thereof by the Senior DIP Agents or the Senior DIP Secured Parties,
or for any diminution in the value of such Collateral that results solely from (i) the absence of the
Collateral subject to the Exercise of Secured Creditor Rights by the Senior DIP Agents or (ii)
ordinary wear and tear resulting from the use of the Specified Collateral or Junior DIP Collateral
consisting of Prepetition Unencumbered Collateral by the Senior DIP Agents and the Senior DIP
Secured Parties in the manner and for the time periods specified under this Section 3.6. Without
limiting the rights granted in this paragraph, the Senior DIP Agents and the Senior DIP Secured
Parties shall cooperate with the Junior DIP Agent and the Junior DIP Secured Parties (at the sole
cost and expense of the Loan Parties) in connection with any efforts made by it to cause such
Collateral to be sold.
(c) In addition, the Junior DIP Agent and the Junior DIP Secured Parties hereby
grant to the Senior DIP Agents and the Senior DIP Secured Parties a non-exclusive irrevocable
worldwide license or right to use, to the maximum extent permitted by applicable law and to the
extent of their interest therein, exercisable without payment of royalty or other compensation,
any of the Specified Collateral or Junior DIP Collateral that constitutes Prepetition
Unencumbered Collateral consisting of intellectual property in connection with the processing,
storing, sale, handling or otherwise dealing with the liquidation, collection, disposition or other
realization upon any Collateral pursuant to any Exercise of Secured Creditor Remedies by the
Senior DIP Agents and the Senior DIP Secured Parties.
ARTICLE 4
APPLICATION OF PROCEEDS
Application of Proceeds.
(a) Revolving Nature of Senior DIP Obligations. The Junior DIP Agent, for and
on behalf of itself and the Junior DIP Secured Parties, expressly acknowledges and agrees that:
(i) the Senior DIP Credit Agreement includes a revolving commitment, that in the ordinary
course of business the Senior DIP Agents and the Senior DIP Lenders will apply payments and
make advances thereunder, and that no application of any Collateral or the release of any Lien by
the Senior DIP Agents upon any portion of the Collateral in connection with a permitted
disposition by the Senior DIP Loan Parties under any Senior DIP Credit Agreement shall
constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) subject to
Section 5.2, the amount of the Senior DIP Obligations that may be outstanding at any time or
from time to time may be increased or reduced and subsequently reborrowed, and that the terms
of the Senior DIP Obligations may be modified, extended or amended from time to time, and that
the aggregate amount of the Senior DIP Obligations may be increased, replaced or refinanced, in
each event, without notice to or consent by the Junior DIP Secured Parties and without affecting
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the provisions hereof; and (iii) subject to Section 4.1(b) regarding the application of Proceeds of
Collateral, all Collateral received by the Senior DIP Agents may be applied, reversed, reapplied
or credited, in whole or in part, to the Senior DIP Obligations at any time. The Lien Priority shall
not be altered or otherwise affected by any such amendment, modification, supplement,
extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of
either the Senior DIP Obligations or the Junior DIP Obligations, or any portion thereof.
(b) Application of Proceeds of Collateral. The Senior DIP Agents and the
Junior DIP Agent hereby agree that all Collateral and all other Proceeds thereof, received by
either of them in connection with any Exercise of Secured Creditor Remedies with respect to the
Collateral or any sale, transfer or other disposition of any Collateral pursuant to Section 363 or
Section 1129 of the Bankruptcy Code (or any similar provision under the law applicable to the
Chapter 11 Cases or any other Insolvency Proceeding or under a court order in respect of
measures granted with similar effect under any foreign Debtor Relief Laws) shall be applied, in
all cases subject to the Carve-Out, as follows:
(i) with respect to Collateral consisting of Prepetition ABL

Collateral,
first, to the payment of costs and expenses of the Senior DIP Agents in
connection with such Exercise of Secured Creditor Remedies to the extent provided in
the Senior DIP Documents,
second, to the payment of the Senior DIP Obligations in accordance with the
Senior DIP Documents until the Discharge of Senior DIP Obligations shall have
occurred,
third, to the payment of the Prepetition ABL Obligations in accordance with the
Prepetition ABL Documents until the Discharge of Prepetition ABL Obligations shall
have occurred,
fourth, to the payment of any other obligations secured by Liens junior to the
Liens securing the Senior DIP Obligations and the Prepetition ABL Obligations on such
Collateral but senior to the Liens securing the Junior DIP Obligations pursuant to the
Financing Orders,
fifth, to the payment of the Junior DIP Obligations in accordance with the Junior
DIP Documents until the Discharge of Junior DIP Obligations shall have occurred, and
sixth, the balance, if any, as set forth in the Financing Orders;
(ii) with respect to Prepetition Encumbered Collateral,
first, to the payment of any obligations secured by Liens senior to the Liens
securing the Senior DIP Obligations on such Collateral pursuant to the Financing
Orders,
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second, to the payment of costs and expenses of the Senior DIP Agents to the
extent provided in the Senior DIP Documents,
third, to the payment of the Senior DIP Obligations in accordance with the
Senior DIP Documents until the Discharge of Senior DIP Obligations shall have
occurred,
fourth, to the payment of the Junior DIP Obligations in accordance with the
Junior DIP Documents until the Discharge of Junior DIP Obligations shall have
occurred, and
fifth, the balance, if any, as set forth in the Financing Orders;
(iii) with respect to Collateral consisting of Prepetition

Unencumbered Collateral,
first, to the Winddown Account until $200,000,000, but no more than

$200,000,000, in the aggregate has been funded into the Winddown Account from
Proceeds of Collateral consisting of Prepetition Unencumbered Collateral and Specified
Collateral,
second, to a cash collateral account maintained with Bank of America, N.A. (the
“Senior DIP Cash Collateral Account”) to secure first the payment of the Senior DIP
Obligations in accordance with the Senior DIP Documents until the Discharge of Senior
DIP Obligations shall have occurred, and second to secure the payment of the Junior
DIP Obligations in accordance with the Junior DIP Documents until the Discharge of
Junior DIP Obligations shall have occurred; provided that no amounts deposited into the
Senior DIP Cash Collateral Account shall be applied to the Senior DIP Obligations until
(x) all but a de minimis amount of Prepetition ABL Collateral of the type that is eligible
to be included in the term “Borrowing Base” in the Senior DIP Credit Agreement as in
effect on the date hereof has been sold, transferred or otherwise been disposed of and the
Proceeds thereof applied in accordance with clause (i) above or (y) all but a de minimis
amount of Prepetition ABL Collateral of the type that is eligible to be included in the
term “Borrowing Base” in the Senior DIP Credit Agreement as in effect on the date
hereof is otherwise no longer available to be used to apply to and satisfy the Senior DIP
Obligations, and
third, the balance, if any, as set forth in the Financing Orders; and
(iv) with respect to the Specified Collateral,
first, to the Winddown Account until $200,000,000, but no more than

$200,000,000, in the aggregate has been funded into the Winddown Account from
Proceeds of Collateral consisting of Prepetition Unencumbered Collateral and Specified
Collateral,
second, to the Senior DIP Cash Collateral Account and to the payment of the
Junior DIP Obligations in accordance with the Junior DIP Documents, shared on a
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46.15%/53.85% basis between the Senior DIP Cash Collateral Account and the Junior
DIP Obligations, respectively, until either the Discharge of Senior DIP Obligations or
the Discharge of Junior DIP Obligations shall have occurred, after which all such
Proceeds shall be applied to the payment of the Junior DIP Obligations in accordance
with the Junior DIP Documents until the Discharge of Junior DIP Obligations shall have
occurred or the payment of the Senior DIP Obligations in accordance with the Senior
DIP Documents until the Discharge of Senior DIP Obligations shall have occurred,
respectively, and
third, the balance, if any, as set forth in the Financing Orders.
In the event any Exercise of Secured Creditor Remedies or any sale, transfer or other disposition
of any Collateral pursuant to Section 363 or Section 1129 of the Bankruptcy Code (or any similar
provision under the law applicable to the Chapter 11 Cases or any other Insolvency Proceeding
or under a court order in respect of measures granted with similar effect under any foreign
Debtor Relief Laws) includes (i) the equity interests of a Loan Party that has an interest in
Prepetition ABL Collateral or (ii) a combination of Prepetition ABL Collateral and other
Collateral, then solely for the purposes of this Agreement, unless otherwise agreed to by the
Senior DIP Agents and the Junior DIP Agent, the Proceeds thereof shall be allocated to the
Prepetition ABL Collateral in an amount not less than the sum of (A) the most recently obtained
net orderly liquidation value of any Prepetition ABL Collateral consisting of inventory that is the
subject of such Exercise of Secured Creditor Remedies (or, in the case of a sale or other
disposition of the equity interests of a Loan Party, any Prepetition ABL Collateral consisting of
inventory in which such Loan Party has an interest), determined as of the date of the sale or other
disposition thereof, (B) the book value determined in accordance with GAAP (after deduction of
an appropriate reserve for doubtful accounts, as determined immediately prior to any sale or
other disposition thereof) of any Prepetition ABL Collateral consisting of accounts that are the
subject of such Exercise of Secured Creditor Remedies (or, in the case of a sale or other
disposition of the equity interests of a Loan Party, any Prepetition ABL Collateral consisting of
accounts in which such Loan Party has an interest), determined as of the date of the sale or other
disposition thereof, and (C) the fair market value of all other Prepetition ABL Collateral that is
the subject of such Exercise of Secured Creditor Remedies (or, in the case of a sale or other
disposition of the equity interests of a Loan Party, any other Prepetition ABL Collateral in which
such Loan Party has an interest), determined as of the date of the sale or other disposition
thereof.
(c) Limited Obligation or Liability. In exercising remedies, whether as a

secured creditor or otherwise, the Senior DIP Agents shall have no obligation or liability to the
Junior DIP Agent or to any Junior DIP Secured Party, and the Junior DIP Agent shall have no
obligation or liability to the Senior DIP Agents or to any Senior DIP Secured Party, regarding the
adequacy of any Proceeds or for any action or omission, except solely for an action or omission
that breaches the express obligations undertaken by each Party under the terms of this
Agreement. Notwithstanding anything to the contrary herein contained, none of the Parties
hereto waives any claim that it may have against a Secured Party on the grounds that any sale,
transfer or other disposition by the Secured Party was not commercially reasonable in every
respect as required by the Uniform Commercial Code.
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(d) Turnover of Collateral. Upon the Discharge of Senior DIP Obligations, the
Senior DIP Agents shall deliver to the Junior DIP Agent or shall execute such documents as the
Junior DIP Agent may reasonably request (at the expense of the Junior DIP Loan Parties) to
enable the Junior DIP Agent to have control over the Senior DIP Cash Collateral Account and
any Control Collateral constituting Junior DIP Collateral still in the Senior DIP Agents’
possession, custody, or control in the same form as received with any necessary endorsements
(and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or
arrangement granting it rights or access to any Collateral), or as a court of competent jurisdiction
may otherwise direct or as otherwise set forth in the Financing Orders if any other Person holds a
Lien on such Control Collateral that is senior in priority to the Lien of the Junior DIP Agent,
subject to the reinstatement provisions of Section 5.3 below. Upon the Discharge of Junior DIP
Obligations, the Junior DIP Agent shall deliver to the Senior DIP Agents or shall execute such
documents as the Senior DIP Agents may reasonably request (at the expense of the Senior DIP
Loan Parties) to enable the Senior DIP Agents to have control over any Control Collateral
constituting Senior DIP Collateral or Specified Collateral still in the Junior DIP Agent’s
possession, custody, or control in the same form as received with any necessary endorsements
(and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or
arrangement granting it rights or access to any Collateral), or as a court of competent jurisdiction
may otherwise direct, subject to the reinstatement provisions of Section 5.3 below.
Specific Performance. Each of the Senior DIP Agents and the Junior DIP
Agent is hereby authorized to demand specific performance of this Agreement, whether or not
any Borrower or any Guarantor shall have complied with any of the provisions of any of the
Credit Documents, at any time when the other Party shall have failed to comply with any of the
provisions of this Agreement applicable to it. Each of the Senior DIP Agents, for and on behalf
of itself and the Senior DIP Secured Parties, and the Junior DIP Agent, for and on behalf of itself
and the Junior DIP Secured Parties, hereby irrevocably waives any defense based on the
adequacy of a remedy at law that might be asserted as a bar to such remedy of specific
performance.
ARTICLE 5
INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS
Notice of Acceptance and Other Waivers.
(a) All Senior DIP Obligations and Junior DIP Obligations at any time made or
incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in
reliance upon this Agreement, and (i) the Junior DIP Agent, on behalf of itself and the Junior
DIP Secured Parties, hereby waives notice of acceptance, or proof of reliance by the Senior DIP
Agents or any Senior DIP Secured Party of this Agreement and notice of the existence, increase,
renewal, extension, accrual, creation, or non-payment of all or any part of the Senior DIP
Obligations, and (ii) the Senior DIP Agents, on behalf of themselves and the Senior DIP Secured
Parties, hereby waive notice of acceptance, or proof of reliance by the Junior DIP Agent or any
Junior DIP Secured Party of this Agreement and notice of the existence, increase, renewal,
extension, accrual, creation, or non-payment of all or any part of the Junior DIP Obligations.
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(b) None of the Senior DIP Agents, any Senior DIP Secured Party, or any of
their respective Affiliates, directors, officers, employees, or agents shall be liable for failure to
demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing
so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds
thereof or to take any other action whatsoever with regard to the Collateral or any part or
Proceeds thereof, except as otherwise expressly set forth in this Agreement. If the Senior DIP
Agents or any Senior DIP Secured Party honors (or fails to honor) a request by any Borrower for
an extension of credit pursuant to any Senior DIP Credit Agreement or any of the other Senior
DIP Documents, whether the Senior DIP Agents or any Senior DIP Secured Party have
knowledge that the honoring of (or failure to honor) any such request would constitute a default
under the terms of any Junior DIP Document or an act, condition, or event that, with the giving
of notice or the passage of time, or both, would constitute such a default, or if the Senior DIP
Agents or any Senior DIP Secured Party otherwise should exercise any of its contractual rights
or remedies under any Senior DIP Documents (subject to the express terms and conditions
hereof), neither the Senior DIP Agents nor any Senior DIP Secured Party shall have any liability
whatsoever to the Junior DIP Agent or any Junior DIP Secured Party as a result of such action,
omission, or exercise (so long as any such exercise does not breach the express terms and
provisions of this Agreement). The Senior DIP Agents and the Senior DIP Secured Parties shall
be entitled to manage and supervise their loans and extensions of credit under any Senior DIP
Credit Agreement and any of the other Senior DIP Documents as they may, in their sole
discretion, deem appropriate, and may manage their loans and extensions of credit without
regard to any rights or interests that the Junior DIP Agent or any of the Junior DIP Secured
Parties have in the Collateral, except as otherwise expressly set forth in this Agreement. The
Junior DIP Agent, on behalf of itself and the Junior DIP Secured Parties, agrees that neither the
Senior DIP Agents nor any Senior DIP Secured Party shall incur any liability as a result of a sale,
lease, license, application, or other disposition of all or any portion of the Collateral or Proceeds
thereof, pursuant to the Senior DIP Documents, so long as such disposition is conducted in
accordance with mandatory provisions of applicable law and does not breach the provisions of
this Agreement or the Financing Orders.
(c) None of the Junior DIP Agent, any Junior DIP Secured Party, or any of
their respective Affiliates, directors, officers, employees, or agents shall be liable for failure to
demand, collect, or realize upon any of the Specified Collateral or any Junior DIP Collateral
consisting of Prepetition Unencumbered Collateral or any Proceeds thereof, or for any delay in
doing so, or shall be under any obligation to sell or otherwise dispose of any such Collateral or
Proceeds thereof or to take any other action whatsoever with regard to such Collateral or any part
or Proceeds thereof, except as otherwise expressly set forth in this Agreement. If the Junior DIP
Agent or any Junior DIP Secured Party honors (or fails to honor) a request by any Borrower for
an extension of credit pursuant to any Junior DIP Credit Agreement or any of the other Junior
DIP Documents, whether the Junior DIP Agent or any Junior DIP Secured Party have knowledge
that the honoring of (or failure to honor) any such request would constitute a default under the
terms of any Senior DIP Document or an act, condition, or event that, with the giving of notice
or the passage of time, or both, would constitute such a default, or if the Junior DIP Agent or any
Junior DIP Secured Party otherwise should exercise any of its contractual rights or remedies
under any Junior DIP Documents (subject to the express terms and conditions hereof), neither
the Junior DIP Agent nor any Junior DIP Secured Party shall have any liability whatsoever to the
Senior DIP Agents or any Senior DIP Secured Party as a result of such action, omission, or
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exercise (so long as any such exercise does not breach the express terms and provisions of this
Agreement). The Junior DIP Agent and the Junior DIP Secured Parties shall be entitled to
manage and supervise their loans and extensions of credit under any Junior DIP Credit
Agreement and any of the other Junior DIP Documents as they may, in their sole discretion,
deem appropriate, and may manage their loans and extensions of credit without regard to any
rights or interests that the Senior DIP Agents or any of the Senior DIP Secured Parties have in
the Collateral, except as otherwise expressly set forth in this Agreement. The Senior DIP Agents,
on behalf of themselves and the Senior DIP Secured Parties, agree that neither the Junior DIP
Agent nor any Junior DIP Secured Party shall incur any liability as a result of a sale, lease,
license, application, or other disposition of all or any portion of the Collateral or Proceeds
thereof, pursuant to the Junior DIP Documents, so long as such disposition is conducted in
accordance with mandatory provisions of applicable law and does not breach the provisions of
this Agreement or the Financing Orders.
Modifications to Senior DIP Documents and Junior DIP Documents.
(a) The Junior DIP Agent, on behalf of itself and the Junior DIP Secured
Parties, hereby agrees that, without affecting the obligations of the Junior DIP Agent and the
Junior DIP Secured Parties hereunder, the Senior DIP Agents and the Senior DIP Secured Parties
may, at any time and from time to time, in their sole discretion without the consent of or notice
to the Junior DIP Agent or any Junior DIP Secured Party, and without incurring any liability to
the Junior DIP Agent or any Junior DIP Secured Party or impairing or releasing the Lien Priority
provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate,
restructure, or otherwise modify any of the Senior DIP Documents in any manner whatsoever
except that the following shall require the prior written consent of the Junior DIP Agent:
(i) any amendment to the term “Borrowing Base” in the Senior

DIP Credit Agreement or any component definition thereof, in each case as in
effect on the date hereof, having the effect of increasing the amount available to
be borrowed or outstanding under the Senior DIP Documents;
(ii) any amendment to the term “Excess Availability” in the

Senior DIP Credit Agreement or any component definition thereof, in each case
as in effect on the date hereof;
(iii) any increase in the sum of the outstanding aggregate

principal amount of the loans and stated amount of letters of credit made, issued
or incurred under the Senior DIP Documents in excess of the Maximum Senior
DIP Facility Amount;
(iv) the making of any advance under the Senior DIP Documents
against Prepetition Unencumbered Collateral;
(v) any amendment or modification of the reserves used in

computing the Borrowing Base as in effect on the date hereof in a manner that
would increase the amount available to be borrowed or outstanding under the
Senior DIP Documents;
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(vi) the making of any “Overadvance” as defined in the Senior

DIP Credit Agreement as in effect on the date hereof, other than Inadvertent
Overadvances;
(vii) any waiver of the requirement to deliver inventory appraisals

on the schedule set forth in the Senior DIP Credit Agreement as in effect on the
date hereof; provided that the Senior DIP Agents may permit such inventory
appraisals to be delivered on a later date in any calendar month so long as such
appraisals are delivered in the same calendar month as originally contemplated in
the Senior DIP Credit Agreement;
(viii) any amendment to or waiver of the “LTV Provisions” as

defined in the Senior DIP Credit Agreement or any component definition thereof,
in each case as in effect on the date hereof; and
(ix) any amendment to or waiver of the Borrowing Base

reporting requirements set forth in Section 6.01(j)(iv) of the Senior DIP Credit
Agreement as in effect on the date hereof;
provided, however, that nothing contained in this Section 5.2(a) shall limit, restrict or impair the
discretionary rights of the Senior DIP Agents or the ability of the Senior DIP Agents to impose
or establish any and all additional reserves, and thereafter to reduce or eliminate such reserves, or
to determine the eligibility of assets for inclusion in the Borrowing Base, so long as the Senior
DIP Agents impose or utilize a methodology no less restrictive than that used as of the date
hereof.
(b) The Senior DIP Agents, on behalf of themselves and the Senior DIP
Secured Parties, hereby agree that, without affecting the obligations of the Senior DIP Agents
and the Senior DIP Secured Parties hereunder, the Junior DIP Agent and the Junior DIP Secured
Parties may, at any time and from time to time, in their sole discretion without the consent of or
notice to the Senior DIP Agents or any Senior DIP Secured Party, and without incurring any
liability to the Senior DIP Agents or any Senior DIP Secured Party or impairing or releasing the
Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend,
consolidate, restructure, or otherwise modify any of the Junior DIP Documents in any manner
whatsoever except that the following shall require the prior written consent of the Senior DIP
Agents:
(1) except as provided in Section 2.5, retain or obtain a Lien on any Property of any
Person to secure any of the Junior DIP Obligations; or
(2) amend the Junior DIP Documents in any manner which would have the effect of
contravening the terms of this Agreement or the Senior DIP Documents.
(c) The Senior DIP Obligations and the Junior DIP Obligations may be
refinanced, in whole or in part, in each case, without the consent (except to the extent a consent
is required pursuant to Section 5.2(a) or Section 5.2(b) above or to permit the refinancing
transaction under any Senior DIP Document or any Junior DIP Document) of the Senior DIP
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Agents, the Senior DIP Secured Parties, the Junior DIP Agent or the Junior DIP Secured Parties,
as the case may be, all without affecting the Lien Priority provided for herein or the other
provisions hereof, provided, however, that the holders of such refinancing Indebtedness (or an
authorized agent or trustee on their behalf) bind themselves in writing to the terms of this
Agreement pursuant to such documents or agreements (including amendments or supplements to
this Agreement) as the Senior DIP Agents or the Junior DIP Agent, as the case may be, shall
reasonably request and in form and substance reasonably acceptable to the Senior DIP Agents or
the Junior DIP Agent, as the case may be, and any such refinancing transaction shall be in
accordance with any applicable provisions of both the Senior DIP Documents and the Junior DIP
Documents (to the extent such documents survive the refinancing).
Reinstatement and Continuation of Agreement.
(a) If the Senior DIP Agents or any Senior DIP Secured Party is required in the
Chapter 11 Cases or any other Insolvency Proceeding or otherwise to turn over or otherwise pay
to the estate of any Borrower, any Guarantor, or any other Person any payment made in
satisfaction of all or any portion of the Senior DIP Obligations (a “Senior DIP Recovery”), then
the Senior DIP Obligations shall be reinstated to the extent of such Senior DIP Recovery. If this
Agreement shall have been terminated prior to such Senior DIP Recovery, this Agreement shall
be reinstated in full force and effect in the event of such Senior DIP Recovery, and such prior
termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of
the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of
the Senior DIP Agents, the Junior DIP Agent, the Senior DIP Secured Parties, and the Junior DIP
Secured Parties under this Agreement shall remain in full force and effect and shall continue
irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal
of, the Chapter 11 Cases or any other Insolvency Proceeding by or against any Borrower or any
Guarantor or any other circumstance which otherwise might constitute a defense available to, or
a discharge of any Borrower or any Guarantor in respect of the Senior DIP Obligations or the
Junior DIP Obligations. No priority or right of the Senior DIP Agents or any Senior DIP Secured
Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the
part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms,
provisions, or covenants of any of the Senior DIP Documents, regardless of any knowledge
thereof which the Senior DIP Agents or any Senior DIP Secured Party may have.
(b) If the Junior DIP Agent or any Junior DIP Secured Party is required in the
Chapter 11 Cases or any other Insolvency Proceeding or otherwise to turn over or otherwise pay
to the estate of any Borrower, any Guarantor, or any other Person any payment made in
satisfaction of all or any portion of the Junior DIP Obligations (a “Junior DIP Recovery”), then
the Junior DIP Obligations shall be reinstated to the extent of such Junior DIP Recovery. If this
Agreement shall have been terminated prior to such Junior DIP Recovery, this Agreement shall
be reinstated in full force and effect in the event of such Junior DIP Recovery, and such prior
termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of
the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of
the Senior DIP Agents, the Junior DIP Agent, the Senior DIP Secured Parties, and the Junior DIP
Secured Parties under this Agreement shall remain in full force and effect and shall continue
irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal
of, the Chapter 11 Cases or any other Insolvency Proceeding by or against any Borrower or any
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Guarantor or any other circumstance which otherwise might constitute a defense available to, or
a discharge of any Borrower or any Guarantor in respect of the Senior DIP Obligations or the
Junior DIP Obligations. No priority or right of the Junior DIP Agent or any Junior DIP Secured
Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the
part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms,
provisions, or covenants of any of the Junior DIP Documents, regardless of any knowledge
thereof which the Junior DIP Agent or any Junior DIP Secured Party may have.
Purchase Right. Notwithstanding anything in this Agreement to the

contrary, the Junior DIP Secured Parties may, at their sole expense and effort, upon prior written
notice by the Junior DIP Agent on behalf of the Junior DIP Secured Parties to the Senior DIP
Agents, the Prepetition ABL Agents and the Junior DIP Loan Parties, require the Senior DIP
Secured Parties and the Prepetition ABL Credit Parties (as defined in the Financing Orders) to
transfer and assign to the Junior DIP Secured Parties, without warranty or representation or
recourse (except for representations and warranties required to be made by assigning lenders
pursuant to the Assignment and Acceptance (as such term is defined in the Senior DIP Credit
Agreement as in effect as of the date hereof)), all (but not less than all) of the Senior DIP
Obligations and all Prepetition ABL Obligations; provided that (x) such assignment shall not
conflict with any law, rule or regulation or order of any court or other governmental authority
having jurisdiction, (y) the Junior DIP Secured Parties shall have paid to the Senior DIP Agents
and the Prepetition ABL Agents, for the account of the Senior DIP Secured Parties and the
Prepetition ABL Credit Parties, respectively, in immediately available funds, an amount equal to
100% of the principal of the Senior DIP Obligations and the Prepetition ABL Obligations plus
all accrued and unpaid interest (including breakage costs and interest which would have accrued
on or been payable with respect to any Senior DIP Obligation, whether or not a claim is allowed
against the applicable Senior DIP Loan Party for such interest in the Chapter 11 Cases) thereon
plus all accrued and unpaid fees and expenses plus all the other Senior DIP Obligations and
Prepetition ABL Obligations then outstanding (including, with respect to the aggregate face
amount of the letters of credit outstanding under the Senior DIP Credit Agreement and the
Prepetition ABL Credit Agreement (as defined in the Financing Orders), an amount in cash equal
to 105% thereof), and shall have made in immediately available funds all other payments
required to effectuate a Discharge of Senior DIP Obligations and a Discharge of Prepetition ABL
Obligations, and (z) such assignment shall become effective within ten (10) Business Days after
delivery of such written notice by the Junior DIP Agent on behalf of the Junior DIP Secured
Parties. In order to effectuate the foregoing, the Senior DIP Agents and the Prepetition ABL
Agents shall calculate, upon the written request of the Junior DIP Agent from time to time, the
amount in cash that would be necessary so to purchase the Senior DIP Obligations and
Prepetition ABL Obligations. Each of the Senior DIP Secured Parties and the Prepetition ABL
Credit Parties will retain all rights to indemnification provided by the Loan Parties in the relevant
Senior DIP Documents and Prepetition ABL Documents for all claims and other amounts
pursuant to this Section 5.4. For the avoidance of doubt, the Junior DIP Agent (on behalf of
itself and the other Junior DIP Secured Parties) hereby acknowledges and agrees that (A) the
obligations of the Senior DIP Secured Parties and the Prepetition ABL Credit Parties to sell their
respective Senior DIP Obligations and the Prepetition ABL Obligations under this Section 5.4
are several and not joint and several, (B) to the extent any holder of Senior DIP Obligations or
Prepetition ABL Obligations breaches its obligation to sell under this Section 5.4 (a “Defaulting
Seller”), nothing in this Section 5.4 shall be deemed to require any Senior DIP Secured Party or
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Prepetition ABL Credit Party to purchase such Defaulting Seller’s Senior DIP Obligations or
Prepetition ABL Obligations for resale to the Junior DIP Secured Parties and (C) in all cases,
each Senior DIP Agent, Prepetition ABL Agent, Senior DIP Secured Party and Prepetition ABL
Credit Party complying with the terms of this Section 5.4 shall not be deemed to be in default of
this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Seller.
ARTICLE 6
INSOLVENCY PROCEEDINGS
[Reserved].
Relief From Stay. Until the Discharge of Senior DIP Obligations has
occurred, the Junior DIP Agent, on behalf of itself and the Junior DIP Secured Parties, agrees not
to seek relief from the automatic stay or any other stay in the Chapter 11 Cases or any other
Insolvency Proceeding in respect of any portion of the Collateral other than the Specified
Collateral and any Junior DIP Collateral constituting Prepetition Unencumbered Collateral
without the Senior DIP Agents’ express written consent.
[Reserved].
Asset Sales. The Junior DIP Agent agrees, on behalf of itself and the
Junior DIP Secured Parties, that it will not oppose any sale or bidding procedures consented to
by the Senior DIP Agents of any Collateral other than the Specified Collateral and any Junior
DIP Collateral constituting Prepetition Unencumbered Collateral pursuant to Section 363(f) of
the Bankruptcy Code (or any similar provision under the law applicable to the Chapter 11 Cases
or any other Insolvency Proceeding or under a court order in respect of measures granted with
similar effect under any foreign Debtor Relief Laws) so long as the Liens of the Parties attach to
the proceeds of such sale consistent with the Lien Priority set forth herein on the assets sold and
such proceeds are otherwise applied in accordance with this Agreement and the Financing
Orders.
Separate Grants of Security and Separate Classification. Each Junior DIP

Secured Party and each Senior DIP Secured Party acknowledges and agrees that (i) the grants of
Liens pursuant to the Senior DIP Collateral Documents and the Junior DIP Collateral Documents
constitute two separate and distinct grants of Liens and (ii) because of, among other things, their
differing rights in the Collateral, the Junior DIP Obligations are fundamentally different from the
Senior DIP Obligations and, to the extent the Senior DIP Obligations and the Junior DIP
Obligations are permitted to be, and are, classified in any plan of reorganization, the Senior DIP
Obligations and the Junior DIP Obligations must be separately classified in such plan of
reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or
adopted in the Chapter 11 Cases or any other Insolvency Proceeding; provided, that nothing
herein constitutes an acknowledgment by the holders of the Senior DIP Obligations or the Junior
DIP Obligations that such obligations are subject to classification under a plan of reorganization.
To further effectuate the intent of the parties as provided in the immediately preceding sentence,
if it is held that the claims of the Senior DIP Secured Parties and the Junior DIP Secured Parties
in respect of the Collateral constitute only one secured claim (rather than separate classes of
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senior and junior secured claims), then the Junior DIP Secured Parties hereby acknowledge and
agree that all distributions shall be made as if there were separate classes of Senior DIP
Obligation claims and Junior DIP Obligation claims against the Loan Parties, with the effect
being that all Collateral and Proceeds thereof shall be distributed in accordance with Section 4.2.
Enforceability. The provisions of this Agreement are intended to be and

shall be enforceable under Section 510(a) of the Bankruptcy Code.
Senior DIP Obligations Unconditional. All rights of the Senior DIP

Agents hereunder, and all agreements and obligations of the Junior DIP Agent and the Loan
Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided
herein, remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of any Senior DIP

Document;
(ii) any change in the time, place or manner of payment of, or in

any other term of, all or any portion of the Senior DIP Obligations, or any
amendment, waiver or other modification, whether by course of conduct or
otherwise, or any refinancing, replacement, refunding or restatement of any
Senior DIP Document;
(iii) any exchange, release, voiding, avoidance or non-perfection

of any security interest in any Collateral or any other collateral, or any release,
otherwise, or any refinancing, replacement, refunding, restatement or increase of
all or any portion of the Senior DIP Obligations or any guarantee or guaranty
thereof; or
(iv) any other circumstances that otherwise might constitute a

defense available to, or a discharge of, any Loan Party in respect of the Senior
DIP Obligations, or of any of the Junior DIP Agent or any Loan Party, to the
extent applicable, in respect of this Agreement.
Junior DIP Obligations Unconditional. All rights of the Junior DIP Agent
hereunder, all agreements and obligations of the Senior DIP Agents and the Loan Parties (to the
extent applicable) hereunder, shall, except as otherwise specifically provided herein, remain in
full force and effect irrespective of:
(i) any lack of validity or enforceability of any Junior DIP

Document;
(ii) any change in the time, place or manner of payment of, or in

any other term of, all or any portion of the Junior DIP Obligations, or any
otherwise, or any refinancing, replacement, refunding or restatement of any Junior
DIP Document (but solely to the extent permitted pursuant to Section 5.2(b)
above);
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(iii) any exchange, release, voiding, avoidance or non-perfection

of any security interest in any Collateral, or any other collateral, or any release,
otherwise, or any refinancing, replacement, refunding, restatement or increase of
all or any portion of the Junior DIP Obligations or any guarantee or guaranty
thereof; or
(iv) any other circumstances that otherwise might constitute a

defense available to, or a discharge of, any Loan Party in respect of the Junior
DIP Obligations, or of any of the Senior DIP Agents or any Loan Party, to the
extent applicable, in respect of this Agreement.
Credit Bidding. The Junior DIP Agent and the Junior DIP Secured Parties
hereby agree that the Senior DIP Agents, for and on behalf of themselves and the Senior DIP
Secured Parties, may credit bid any amount of Senior DIP Obligations in accordance with
Section 363(k) of the Bankruptcy Code (or any similar provision of any other Debtor Relief
Laws or the UCC), and the Junior DIP Agent and the Junior DIP Secured Parties agree not to
object to such credit bid, provided that (i) in calculating the amount of Senior DIP Obligations
comprising any such credit bid, the value of the Specified Collateral and the Junior DIP
Collateral consisting of Prepetition Unencumbered Collateral shall be disregarded and (ii) the
Liens securing the Senior DIP Obligations and the Junior DIP Obligations pursuant to the
Financing Orders on the Specified Collateral and the Junior DIP Collateral consisting of
Prepetition Unencumbered Collateral shall not be discharged in connection therewith. The
Junior DIP Agent and the Junior DIP Secured Parties hereby waive any right any of them may
have to credit bid the Junior DIP Obligations in accordance with Section 363(k) of the
Bankruptcy Code (or any similar provision of any other Debtor Relief Laws or the UCC) unless
(a) the Senior DIP Agents have given their prior written consent to the Junior DIP Agent and the
Junior DIP Secured Parties to make such credit bid or (b) all Senior DIP Obligations, all
Prepetition ABL Obligations and all other obligations secured by Liens senior to or pari passu
with the Liens securing the Junior DIP Obligations pursuant to the Financing Orders have been
or are paid in full in cash prior to or in connection with the closing of any sale of assets subject to
such credit bid.
ARTICLE 7
MISCELLANEOUS
Rights of Subrogation. The Junior DIP Agent, for and on behalf of itself
and the Junior DIP Secured Parties, agrees that no payment to the Senior DIP Agents or any
Senior DIP Secured Party pursuant to the provisions of this Agreement shall entitle the Junior
DIP Agent or any Junior DIP Secured Party to exercise any rights of subrogation in respect
thereof until the Discharge of Senior DIP Obligations.
Further Assurances. The Parties will, at their own expense and at any time
and from time to time, promptly execute and deliver all further instruments and documents, and
take all further action, that may be necessary or desirable, or that either Party may reasonably
request, in order to protect any right or interest granted or purported to be granted hereby or to
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enable the Senior DIP Agents or the Junior DIP Agent to exercise and enforce their rights and
remedies hereunder; provided, however, that no Party shall be required to pay over any payment
or distribution, execute any instruments or documents, or take any other action referred to in this
Section 7.2, to the extent that such action would contravene any law, order or other legal
requirement or any of the terms or provisions of this Agreement, and in the event of a
controversy or dispute, such Party may interplead any payment or distribution in any court of
competent jurisdiction, without further responsibility in respect of such payment or distribution
under this Section 7.2.
Representations. The Junior DIP Agent represents and warrants to the

Senior DIP Agents that it has the requisite power and authority under the Junior DIP Documents
to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and
the Junior DIP Secured Parties and that this Agreement shall be binding obligations of the Junior
DIP Agent and the Junior DIP Secured Parties, enforceable against the Junior DIP Agent and the
Junior DIP Secured Parties in accordance with its terms. The Senior DIP Agents represent and
warrant to the Junior DIP Agent that they have the requisite power and authority under the
Senior DIP Documents to enter into, execute, deliver, and carry out the terms of this Agreement
on behalf of themselves and the Senior DIP Secured Parties and that this Agreement shall be
binding obligations of the Senior DIP Agents and the Senior DIP Secured Parties, enforceable
against the Senior DIP Agents and the Senior DIP Secured Parties in accordance with its terms.
Amendments. No amendment or waiver of any provision of this

Agreement nor consent to any departure by any Party hereto shall be effective unless it is in a
written agreement executed by the Junior DIP Agent and the Senior DIP Agents and then such
waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given.
Addresses for Notices. Unless otherwise specifically provided herein, any

notice or other communication herein required or permitted to be given shall be in writing and
may be personally served, telecopied, or sent by overnight express courier service or United
States mail and shall be deemed to have been given when delivered in person or by courier
service, upon receipt of a telecopy or three (3) days after deposit in the United States mail
(certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses
of the parties hereto (until notice of a change thereof is delivered as provided in this Section)
shall be as set forth below or, as to each party, at such other address as may be designated by
such party in a written notice to all of the other parties.
Loan Parties:
Sears Holdings Corporation

3333 Beverly Road
Hoffman Estates, IL 60179
Attention: [Treasurer]
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With a copy to:
Weil Gotshal & Manges LLP

767 Fifth Avenue
New York, NY 10153
Attention: Douglas Urquhart, Esq.
Senior DIP Agents:
Bank of America, N.A.

100 Federal Street
Boston, Massachusetts 02109
Attention: Stephen J. Garvin
With a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive, Suite 2700
Chicago, IL 60606
Attention: Seth Jacobson
Fax: 312-407-8511
and:
Wells Fargo Bank, National Association

One Boston Place, 19th Floor
Boston, MA 02108
Attention: Joseph Burt
With a copy to:
Choate, Hall & Stewart LLP

Two International Place
Boston, MA 02110
Attention: Kevin J. Simard
Junior DIP Agent:
Great American Capital Partners

11100 Santa Monica Blvd, Suite 800
Los Angeles, CA 90025
Attention: Mark Shields
With a copy to:
Paul Hastings LLP

200 Park Avenue
New York, NY 10166
Attention: Leslie Plaskon, Esq.
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Andrew Tenzer, Esq.
No Waiver; Remedies. No failure on the part of any Party to exercise, and

no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.
Continuing Agreement, Transfer of Secured Obligations. This Agreement

is a continuing agreement and shall (a) remain in full force and effect until the earlier of the
Discharge of Senior DIP Obligations (subject to Section 4.1(d)) or the Discharge of Junior DIP
Obligations; provided, however, that any provision herein relating to Prepetition ABL Collateral
or the Discharge of Prepetition ABL Obligations, including Sections 2.1(a), 2.3(a) and 4.1(b),
shall survive the Discharge of Senior DIP Obligations until the Discharge of Prepetition ABL
Obligations has occurred, and the Prepetition ABL Agents may enforce such provisions after the
Discharge of Senior DIP Obligations as if such Persons were the Senior DIP Agents referred to
herein, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the
benefit of and be enforceable by the Parties and their respective successors, transferees and
assigns. Subject to Section 7.10 below, nothing herein is intended, or shall be construed to give,
any other Person any right, remedy or claim under, to or in respect of this Agreement or any
Collateral. All references to any Loan Party shall include any receiver or trustee for such Loan
Party in the Chapter 11 Cases or any other Insolvency Proceeding. Without limiting the
generality of the foregoing clause (c), the Senior DIP Agents, any Senior DIP Secured Party, the
Junior DIP Agent, or any Junior DIP Secured Party may assign or otherwise transfer all or any
portion of the Senior DIP Obligations or the Junior DIP Obligations, as applicable, to any other
Person that is permitted to be an assignee pursuant to the applicable credit documents (it being
acknowledged that the Senior DIP Obligations or the Junior DIP Obligations may not be
assigned in whole or in part to any Borrower, any Guarantor or any Affiliate of any Borrower or
any Guarantor or any Subsidiary of any Borrower or any Guarantor, or to any other Person, in
each case that is not permitted under the terms of the applicable credit documents to hold such
Senior DIP Obligations or Junior DIP Obligations), and such other Person shall thereupon
become vested with all the rights and obligations in respect thereof granted to the Senior DIP
Agents, the Junior DIP Agent, any Senior DIP Secured Party, or any Junior DIP Secured Party,
as the case may be, herein or otherwise. The Senior DIP Secured Parties and the Junior DIP
Secured Parties may continue, at any time and without notice to the other parties hereto, to
extend credit and other financial accommodations, lend monies and provide Indebtedness to, or
for the benefit of, any Loan Party on the faith hereof.
Governing Law; Entire Agreement. The validity, performance, and

enforcement of this Agreement shall be governed by and construed in accordance with the laws
of the State of New York, but without giving effect to applicable principles of conflicts of law to
the extent that the applicable of the law of another jurisdiction would be required thereby, and, to
the extent applicable, the Bankruptcy Code. This Agreement and the Financing Orders constitute
37
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the entire agreement and understanding among the Parties with respect to the subject matter
hereof and supersedes any prior agreements, written or oral, with respect thereto.
Counterparts. This Agreement may be executed in any number of

counterparts, and it is not necessary that the signatures of all Parties be contained on any one
counterpart hereof, each counterpart will be deemed to be an original, and all together shall
constitute one and the same document. Delivery of an executed counterpart of a signature page
of this Agreement by facsimile or in electronic (i.e. “pdf” or “tif”) format shall be effective as
delivery of a manually executed counterpart of this Agreement.
No Third Party Beneficiaries. Subject to the following sentence, this

Agreement is solely for the benefit of the Senior DIP Agents, Senior DIP Secured Parties, Junior
DIP Agent and Junior DIP Secured Parties. No other Person (including any Borrower, any
Guarantor or any Affiliate of any Borrower or any Guarantor, or any Subsidiary of any Borrower
or any Guarantor) shall be deemed to be a third party beneficiary of this Agreement, except that
the Prepetition ABL Agents are expressly made third party beneficiaries of the provisions herein
relating to the Prepetition ABL Collateral or the Discharge of Prepetition ABL Obligations, as
more fully set forth in Section 7.7(a) above.
Headings. The headings of the articles and sections of this Agreement are
inserted for purposes of convenience only and shall not be construed to affect the meaning or
construction of any of the provisions hereof.
Severability. If any of the provisions in this Agreement shall, for any

reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision of this Agreement and shall not invalidate
the Lien Priority or the application of Proceeds and other priorities set forth in this Agreement.
Attorneys’ Fees. The Parties agree that if any dispute, arbitration,

litigation, or other proceeding is brought with respect to the enforcement of this Agreement or
any provision hereof, the prevailing party in such dispute, arbitration, litigation, or other
proceeding shall be entitled to recover its reasonable attorneys’ fees and all other costs and
expenses incurred in the enforcement of this Agreement, irrespective of whether suit is brought.
VENUE; JURY TRIAL WAIVER.
(a) EACH PARTY HERETO HEREBY IRREVOCABLY AND

UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
EXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT OR, IF THE
BANKRUPTCY COURT DOES NOT HAVE OR ABSTAINS FROM JURISDICTION, THE
EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW
YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT
COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
38
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ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH

BANKRUPTCY COURT, NEW YORK STATE OR, TO THE EXTENT PERMITTED BY
LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY SENIOR DIP SECURED PARTY
OR ANY JUNIOR LIEN SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY JUNIOR LIEN
DOCUMENTS, OR ANY SENIOR DIP DOCUMENTS AGAINST ANY LOAN PARTY OR
ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(b) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE

RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY
CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS
WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.
(c) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS

TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
7.5. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.
Intercreditor Agreement. This Agreement is the “DIP Intercreditor

Agreement” referred to in the Senior DIP Credit Agreement and the Junior DIP Credit
Agreement. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i)
any Senior DIP Secured Party to the obligations due to any Junior DIP Secured Party or (ii) any
Junior DIP Secured Party to the obligations due to any Senior DIP Secured Party (in each case,
whether before or after the occurrence of the Chapter 11 Cases or any other Insolvency
Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination
of Liens but not a subordination of Indebtedness.
No Warranties or Liability. The Junior DIP Agent and the Senior DIP
Agents acknowledge and agree that neither has made any representation or warranty with respect
to the execution, validity, legality, completeness, collectability or enforceability of any other
Senior DIP Document or any Junior DIP Document. Except as otherwise provided in this
Agreement, the Junior DIP Agent and the Senior DIP Agents will be entitled to manage and
supervise their respective extensions of credit to any Loan Party in accordance with law and their
usual practices, modified from time to time as they deem appropriate.
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Conflicts. In the event of any conflict between the provisions of this

Agreement and the provisions of any Senior DIP Document or any Junior DIP Document, the
provisions of this Agreement shall govern. In the event of any conflict between the provisions of
this Agreement and the provisions of the Financing Orders, the provisions of the Financing
Orders shall govern.
Information Concerning Financial Condition of the Loan Parties. Each of

the Junior DIP Agent and the Senior DIP Agents hereby assumes responsibility for keeping itself
informed of the financial condition of the Loan Parties and all other circumstances bearing upon
the risk of nonpayment of the Senior DIP Obligations or the Junior DIP Obligations. The Junior
DIP Agent and the Senior DIP Agents hereby agree that no party shall have any duty to advise
any other party of information known to it regarding such condition or any such circumstances.
In the event the Junior DIP Agent or the Senior DIP Agents, in their sole discretion, undertakes
at any time or from time to time to provide any information to any other party to this Agreement,
(a) they shall be under no obligation (i) to provide any such information to such other party or
any other party on any subsequent occasion, (ii) to undertake any investigation not a part of its
regular business routine, or (iii) to disclose any other information, (b) they make no
representation as to the accuracy or completeness of any such information and shall not be liable
for any information contained therein, and (c) the Party receiving such information hereby agrees
to hold the other providing Party harmless from any action the receiving Party may take or
conclusion the receiving Party may reach or draw from any such information, as well as from
and against any and all losses, claims, damages, liabilities, and expenses to which such receiving
Party may become subject arising out of or in connection with the use of such information.
(b) The Loan Parties agree that any information provided to the Senior DIP
Agents, the Junior DIP Agent, any Senior DIP Secured Party or any Junior DIP Secured Party
may be shared by such Person with any Senior DIP Secured Party, any Junior DIP Secured Party,
the Senior DIP Agents or the Junior DIP Agent notwithstanding a request or demand by such
Loan Party that such information be kept confidential; provided that such information shall
otherwise be subject to the respective confidentiality provisions in the Senior DIP Credit
Agreement and the Junior DIP Credit Agreement, as applicable.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Senior DIP Agents, for and on behalf of themselves and
the Senior DIP Lenders, and the Junior DIP Agent, for and on behalf of the Junior DIP Lenders
and their agents, have caused this Agreement to be duly executed and delivered as of the date
first above written.
BANK OF AMERICA, N.A., in its capacity

as a Senior DIP Agent
By:__________
Name:
Title:
WELLS FARGO BANK, NATIONAL

ASSOCIATION, in its capacity as a Senior
DIP Agent
By:__________
Name:
Title:
GACP FINANCE CO., LLC, in its capacity

as the Junior DIP Agent
By:__________
Name:
Title:
Signature Page to DIP Intercreditor Agreement
1121598.07C-CHISR02A - MSW
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ACKNOWLEDGMENT
Each Borrower and each Guarantor hereby acknowledges that it has received a copy of
this Agreement and consents thereto, agrees to recognize all rights granted thereby to the Senior
DIP Agents, the Junior DIP Agent and the third party beneficiaries designated as such therein,
and will not do any act or perform any obligation which is not in accordance with the agreements
set forth in this Agreement. Each Borrower and each Guarantor further acknowledges and agrees
that it is not an intended beneficiary or third party beneficiary under this Agreement and (i) as
between the Senior DIP Secured Parties and the Senior DIP Loan Parties, the Senior DIP
Documents remain in full force and effect as written and are in no way modified hereby, and (ii)
as between the Junior DIP Secured Parties and the Junior DIP Loan Parties, the applicable Junior
DIP Documents remain in full force and effect as written and are in no way modified hereby. 2
SEARS ROEBUCK ACCEPTANCE

CORP., as Senior DIP Borrower and Junior
DIP Borrower
By:__________
Name:
Title:
KMART CORPORATION, as Senior DIP

Borrower and Junior DIP Borrower
By:__________
Name:
Title:
SEARS HOLDINGS CORPORATION, as

Senior DIP Guarantor and Junior DIP
Guarantor
By:__________
Name:
Title:
2
Guarantors to be updated.
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CALIFORNIA BUILDER APPLIANCES,

INC.
FLORIDA BUILDER APPLIANCES, INC.
KMART HOLDING CORPORATION
KMART OPERATIONS LLC
SEARS OPERATIONS LLC
SEARS, ROEBUCK AND CO.
By:__________
Name:
Title:
SEARS HOLDINGS MANAGEMENT

CORPORATION
SEARS HOME IMPROVEMENT
PRODUCTS, INC.
By:__________
Name:
Title:
A&E FACTORY SERVICE, LLC

A&E HOME DELIVERY, LLC
A&E LAWN & GARDEN, LLC
A&E SIGNATURE SERVICE, LLC
KLC, INC.
KMART OF MICHIGAN, INC.
PRIVATE BRANDS, LTD.
SEARS BRANDS MANAGEMENT
CORPORATION
SEARS PROTECTION COMPANY
SEARS PROTECTION COMPANY
(FLORIDA), L.L.C.
SEARS, ROEBUCK DE PUERTO RICO,
INC.
SOE, INC.
STARWEST, LLC
Acknowledgement – DIP Intercreditor Agreement
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By:__________
Name:
Title:
KMART.COM LLC
By: Bluelight.com, Inc., its Member
By:__________
Name:
Title:
KMART OF WASHINGTON LLC

KMART STORES OF ILLINOIS LLC
KMART STORES OF TEXAS LLC
MYGOFER LLC
By: Kmart Corporation, its Member
By:__________
Name:
Title:
Acknowledgement – DIP Intercreditor Agreement
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Schedule 1
Specified Collateral Cause of Action
Any direct or indirect claim, cause of action, or right to payment of any Obligor or of any of the
successors of any such Obligor in respect of (i) anti-trust claims or other claims against any of Visa Inc.,
Mastercard Inc., JPMorgan Chase & Co, Citigroup N.A., Bank of America N.A., or any of their
respective affiliates in relation to certain practices with respect to merchant processing fees and merchant
processing agreements and (ii) any settlement with respect to the foregoing, including without limitation
any direct or indirect settlement with any such financial institution or other person.
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Schedule 2
Other Specified Collateral Assets
No. Store Number City State

1. 7777 New York NY
2. 7749 New York NY
3. 9423 Bridgehampton NY
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Schedule 3
Certain Prepetition Unencumbered Collateral
Unencumbered Collateral
All of the rights, title, and interests of any Obligor, and the proceeds of any sale thereof, in those certain SRAC
Medium Term Notes Series B issued by Sears Roebuck Acceptance Corp. as further described in the Emergency
Motion of Debtors for Order Approving Sale of Medium Term Notes [Docket No. 642].
All of the rights, title and interest, whether now existing or hereafter acquired, in and to all assets of Sears Home
Improvement Products, Inc., and the proceeds and products, whether tangible or intangible, thereof, including,
without limitation, the sale of any assets, properties and rights related to the SHIP Business (as defined in the
Motion of Debtors for Entry of Order (I)(A) Approving Bidding Procedures for Sale of Sears Home Improvement
Business, (B) Approving Stalking Horse Bid Protections, (C) Scheduling Auction for and Hearing to Approve Sale
of Sears Home Improvement Business, (D) Approving Form and Manner of Notice of Sale, Auction, and Sale
Hearing, (E) Approving Assumption and Assignment Procedures, (II) Approving the Sale of Sears Home
Improvement Business in Accordance with the Stalking Horse Agreement and (III) Granting Related Relief [Docket
No. 450]), in each case that is not subject to a valid and perfected lien or security interest as of the Petition Date
(including liens on the Prepetition ABL Collateral).
All of the rights, title and interest, whether now existing or hereafter acquired, in and to all assets of Sears
PartsDirect, and the proceeds and products, whether tangible or intangible, thereof, in each case that is not subject
to a valid and perfected lien or security interest as of the Petition Date (including liens on the Prepetition ABL
Collateral).
Any and all estates or interests in real property (including any leases) identified as unencumbered in Exhibit 1 to
this Schedule 3. With respect to leases this includes any agreement, whether written or oral, no matter how styled
or structured, and all amendments, guaranties and other agreements relating thereto, pursuant to which an Obligor is
entitled to the use or occupancy of any real property for any period of time.
All intellectual property and proprietary rights of any kind or nature of the Obligors, whether arising under United
States, multinational or foreign laws or otherwise, whether registered or unregistered, including business names,
copyrights (including rights in computer software) and works of authorship, patents and inventions, data, databases,
domain names, trademarks, confidential information, designs, service marks, technology, trade secrets, know-how,
and processes, and all applications and registrations therefor, and all rights, priorities, and privileges arising out of
or relating to any of the foregoing, not subject to a valid and perfected lien or security interest as of the Petition
Date.
Any and all rent, income, revenues or proceeds paid by or received from tenants or subtenants in respect of real
property (including any leases) identified as unencumbered in Exhibit 1 to this Schedule 3.
All accounts, general intangibles or payment intangibles (each as defined in the UCC) of, or other obligations
owing to, any Loan Party or any of their Subsidiaries (including, without limitation, vendor credits), in each case to
the extent not constituting Prepetition ABL Collateral and not otherwise subject to a valid and perfected lien as of
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the Petition Date.
To the extent not otherwise covered above, all other assets, and all other proceeds of any additional assets, of
the Obligors, in each case to the extent not constituting Prepetition ABL Collateral and not otherwsie subject to a
valid and perfected lien or security interest as of the Petition Date.
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EXHIBIT 1
UNENCUMBERED REAL PROPERTY
A. OWNED AND GROUND LEASED UNENCUMBERED REAL PROPERTY TO THE EXTENT NOT SUBJECT TO A VALID
AND PERFECTED LIEN AS OF THE PETITION DATE
Unit RE ID NAME ST Address Zip Code Property Group Status Owned/GL
2027 202700 Wasilla AK 1000 S Seward Meridian Rd 99654 Open Store Open Store GL
2796 279600 Tuscaloosa AL 1701 McFarland Blvd E #207 35404 Closed Store Closed Store GL
61901 6190100 SCOTTSDALE AZ 16275 N Scottsdale Rd 85260 Closed Store Closed Store GL
1728 172800 Tucson AZ 4570 N Oracle Rd 85705 Open Store Open Store GL
4996 499600 Tucson AZ 7055 E Broadway St 85710 Open Store Open Store GL
1838 183800 Burbank CA 111 E Magnolia Blvd 91502 Open Store Open Store GL
1678 167800 Carlsbad CA 2561 El Camino Real 92008 Open Store Open Store GL
2728 272800 Downey CA 600 Stonewood 90241 Open Store Open Store GL
3725 372500 Freedom CA 1702 Freedom Boulevard 95019 Open Store Open Store GL
1088 108800 Glendale CA 236 N Central Ave 91203 Open Store Open Store GL
2028 202800 Hemet CA 2200 W Florida Ave 92545 Open Store Open Store GL
3748 374800 Hollister CA 491 Tres Pinos Road 95023 Open Store Open Store GL
9328 932800 Long Beach CA 2900 Bellflower Blvd 90815 Open Store Open Store GL
2798 279800 PALM DESERT CA 44430 TOWN CENTER WAY 92260 Open Store Open Store GL
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1818 181800 Rancho Cucamonga CA 8250 Day Creek Blvd 91739 Open Store Open Store GL
9797 979700 Scotts Valley CA 270 Mt Hermon Rd 95066 Open Store Open Store GL
3828 382800 Temecula CA 26471 Ynez Road 92591 Open Store Open Store GL
1278 127800 Torrance CA 22100 Hawthorn Blvd 90503 Open Store Open Store GL
1111 111100 Colorado Springs CO 2050 Southgate Rd 80906 Open Store Open Store GL
1467 146700 Ft Collins CO 205 E Foothills Pkwy 80525 Open Store Open Store GL
6820 682000 Boynton Beach FL 805 N Congress Ave 33426 Open Store Open Store GL
2485 248500 Brooksville FL 13085 Cortez Blvd 34613 Open Store Open Store GL
1195 119500 Ft Lauderdale FL 901 N Federal Hwy 33304 Open Store Open Store GL
1456 145600 Oviedo FL 1360 Oviedo Blvd 32765 Open Store Open Store GL
1585 158500 Tallahassee FL 1500 Apalachee Pkwy 32301 Open Store Open Store GL
8049 804900 HILO HI 50 Pohaku St 96720 Non-retail Active Non- GL

retail
8158 815800 HONOLULU HI 2886 Paa St 96819 Non-retail Active Non- GL

retail
1738 173800 Kaneohe(Sur) HI 46-056 Kamehameha Hwy 96744 Open Store Open Store GL
8818 881800 PEARL CITY HI 98-600 Kamehameha Hwy 96782 Non-retail Active Non- GL
retail
2936 293600 Chicago IL 1800 W Lawrence Ave 60640 Open Store Open Store GL
1640 164000 Fairview Hts IL 235 Saint Clair Sq 62208 Open Store Open Store GL
9
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3251 325100 Indianapolis IN 6780 W Washington St 46241 Open Store Annc’d to GL

Close
7042 704200 Valparaiso IN 2801 Calumet Ave 46383 Open Store Open Store GL
1161 116100 Wichita-Town East KS 7700 E Kellogg Dr 67207 Open Store Open Store GL
1283 128300 Braintree MA 250 Granite St 02184 Open Store Open Store GL
1374 137400 Bel Air MD 658 Baltimore Pike 21014 Open Store Open Store GL
1013 101300 Glen Burnie MD 7900 Gov Ritchie Hwy 21061 Open Store Open Store GL
7031 703100 Menominee MI 1101-7Th Ave 49858 Open Store Open Store GL
1722 172200 Bloomington MN 2000 N E Court 55425 Open Store Open Store GL
3405 340500 Minneapolis MN 10 W Lake Street 55408 Open Store Open Store GL
30956 3095600 West St. Paul MN 50 Signal Hill Mall 55118 Closed Store Closed Store GL
3239 323900 Kansas City MO 7100 Nw Prairie View Rd 64151 Open Store Annc’d to GL
Close
62707 6270700 SPRINGFIELD MO 3803 S Glenstone 65804 Closed Store Closed Store GL
1335 133500 Greensboro NC 3200 W Friendly Ave 27408 Open Store Open Store GL
3744 374400 Kill Devil Hills NC 1091 N Croatan Highway 27948 Open Store Open Store GL
1041 104100 Omaha NE 7424 Dodge St 68114 Open Store Open Store GL
69722 6972200 NORTH NJ 1055 Route 1 South 08902 Closed Store Closed Store GL
BRUNSWICK
9463 946300 Somers Point NJ 250 New Rd (Rt 9) 08244 Open Store Open Store GL
10
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1684 168400 Woodbridge NJ 150 Woodbridge Ctr Ct 07095 Open Store Open Store GL
1709 170900 Henderson NV 1245 W Warm Springs Rd 89014 Open Store Annc’d to GL
Close
2754 275400 HENDERSON NV 1511 W SUNSET RD 89014 Closed Store Closed Store GL
1828 182800 Las Vegas NV 4355 Grand Canyon Dr 89147 Open Store Open Store GL
26741 2674100 Amherst NY 1261 Niagara Falls Blvd 14226 Closed Store Closed Store GL
3862 386200 Bohemia NY 5151 Sunrise Hwy 11716 Open Store Open Store GL
7654 765400 Bronx NY 300 Baychester Avenue 10475 Open Store Open Store GL
2626 262600 College Point NY 131-08 20Th Ave 11356 Open Store Open Store GL
4871 487100 Farmingville NY 2280 North Ocean Ave. 11738 Open Store Open Store GL
2744 274400 Horseheads/Elmira NY 3300 Chambers Rd 14845 Open Store Open Store GL
1404 140400 Massapequa NY 800 Sunrise Mall 11758 Open Store Open Store GL
2741 274100 Massapequa NY 34 Carmans Rd 11758 Open Store Open Store GL
1894 189400 Rochester NY 10 Miracle Mile Dr 14623 Open Store Open Store GL
1081 108100 Heath OH 771 S 30Th St 43056 Open Store Open Store GL
2001 200100 Piqua OH 987 E Ash St Ste 170 45356 Open Store Open Store GL
1280 128000 Springdale OH 300 E Kemper Rd 45246 Closed Store Closed Store GL
1073 107300 Exton PA 222 Exton Square Mall 19341 Open Store Open Store GL
1714 171400 Greensburg PA 5256 Route 30 15601 Open Store Open Store GL
11
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1644 164400 Lancaster PA 200 Park City Ctr 17601 Open Store Open Store GL
1654 165400 Media PA 1067 W Baltimore Pike 19063 Open Store Open Store GL
1834 183400 North Wales PA 600 Montgomery Mall 19454 Open Store Open Store GL
2355 235500 Hatillo(Arecibo) PR 506 Calle Truncado 00659 Open Store Open Store GL
1905 190500 Hato Rey PR Ave F D Roosevelt 00918 Open Store Open Store GL
7783 778300 Hato Rey PR Pr #22 & Pr #18 00918 Open Store Open Store GL
1935 193500 Mayaguez PR 975 Hostos Ave Ste 110 00680 Open Store Open Store GL
7461 746100 Clarksville TN 2300 Madison Street 37043 Closed Store Closed Store GL
1386 138600 Goodlettsville TN 1000 Rivergate Pkwy 37072 Open Store Open Store GL
67036 6703600 DALLAS TX 3407 W Northwest Hwy 75220 Closed Store Closed Store GL
67409 6740900 LAYTON UT 881 W Hillfield Rd 84041 Closed Store Closed Store GL
1274 127400 Chesterfield VA 11500 Midlothian Tpke 23235 Open Store Open Store GL
2395 239500 Manassas VA 8200 Sudley Rd 20109 Open Store Open Store GL
1463 146300 Burlington VT 155 Dorest St 05403 Open Store Open Store GL
1129 112900 Tacoma WA 4502 S Steele St Ste 100 98409 Closed Store Closed Store GL
1130 113000 Janesville WI 2500 Milton Ave 53545 Open Store Open Store GL
1915 191500 Bayamon PR Avenida Aguas Buenas 00959 Open Store Open Store GL
8722 108910 Anchorage(Sur) AK 5900 Old Seward Highway 99503 Non-retail Active Non- Owned
retail
12
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8106 810600 BIRMINGHAM AL 196 Vulcan Rd 35209 Non-retail Active Non- Owned
retail
8706 870603 BIRMINGHAM AL 262 Oxmoor Court 35209 Non-retail Active Non- Owned
retail
30957 3095700 Springdale AR 3142 West Sunset Ave 72762 Closed Store Closed Store Owned
68235 6823500 PHOENIX AZ 1717 E Mcdowell Rd 85006 Non-retail Active Non- Owned
retail
3699 369900 Apple Valley CA 20777 Bear Valley Road 92308 Open Store Open Store Owned
7619 761903 Atascadero CA 4180 El Camino Real 93422 Non-retail Active Non- Owned
retail
4320 432003 Bellflower CA 10400 Rosecrans 90706 Non-retail Active Non- Owned
retail
4721 472103 Coalinga CA 25 West Polk Street 93210 Non-retail Active Non- Owned
retail
6233 623300 Covina CA 710 W Arrow Hwy 91722 Closed Store Closed Store Owned
3998 399800 Dinubi CA East El Monte Way 93618 Non-retail Active Non- Owned
retail
3998 399802 Dinubi CA East El Monte Way 93618 Non-retail Active Non- Owned
retail
8038 803800 EL CAJON CA 1406 North Johnson Ave 92020 Non-retail Active Non- Owned
retail
30958 3095800 EL CENTRO CA 1950 N IMPERIAL AVE 92243 Non-retail Active Non- Owned
retail
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7916 791603 Eureka CA 4325 Broadway 95503 Non-retail Active Non- Owned
retail
7916 791604 Eureka CA 4325 Broadway 95503 Non-retail Active Non- Owned
retail
3982 398203 Lemoore CA 215 W Hanford/Armona Rd 93245 Non-retail Active Non- Owned
retail
3842 384203 Oakdale CA 1555 E F ST 98233 Non-retail Active Non- Owned

retail
1068 106802 Palmdale CA 1345 W Avenue P 93551 Non-retail Active Non- Owned
retail
1788 178800 Richmond CA 2300 Hilltop Mall Rd 94806 Open Store Open Store Owned
8098 809800 SN BERNARDINO CA 595 S “G” St 92410 Non-retail Active Non- Owned
retail
6858 685800 SN LUIS OBSPO CA 1310 Roundhouse Ave 93401 Non-retail Active Non- Owned
retail
3968 396800 Wasco CA 2785 Highway 46 93280 Non-retail Active Non- Owned
retail
2451 245100 Greeley CO 2800 Greeley Mall 80631 Closed Store Closed Store Owned
1075 107500 Daytona Beach FL 1700 W Intl Speedway Blvd 32114 Open Store Open Store Owned
1195 119503 Ft Lauderdale FL 901 N Federal Hwy 33304 Non-retail Active Non- Owned
retail
7435 743500 HIALEAH FL 5890 Nw 173Rd Drive 33015 Non-retail Active Non- Owned
retail
14
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24025 2402500 LONGWOOD FL 1024 FLORIDA CENTRAL 32750 Non-retail Active Non- Owned
PKWY retail
4019 401900 MELBOURNE FL 601 Atlantis Rd 32904 Non-retail Active Non- Owned
retail
2135 213500 Sebring FL 901 Us27 N Ste 130 33870 Open Store Open Store Owned
8035 803500 COLLEGE PARK GA 2511 Sullivan Rd 30337 Non-retail Active Non- Owned
retail
1251 125100 Lithonia GA 8020 Mall Pkwy 30038 Closed Store Closed Store Owned
7439 743900 Council Bluff IA 1110 Woodbury Ave 51503 Closed Store Closed Store Owned
31002 3100200 MOUNTAIN ID 2800 AMERICAN LEGION 83647 Non-retail Active Non- Owned
HOME BLVD retail
61510 6151000 Calumet City IL 2 River Oaks S/C 60409 Closed Store Closed Store Owned
26985 2698500 Chicago IL 79th/Stoney Island 60617 Non-retail Active Non- Owned
retail
30920 3092000 Chicago IL 7050 S Pulaski 60629 Closed Store Closed Store Owned
61030 6103000 Chicago IL 6153 S Western Ave 60636 Closed Store Closed Store Owned
26987 2698700 Chicago * IL 6045 (or 6007) N Western Ave 60659 Non-retail Active Non- Owned
retail
261 26100 Danville IL 26 N Vermillion 61832 Non-retail Active Non- Owned

retail
2632 263200 Fairview Hts IL 317 Lincoln Hwy 62208 Open Store Open Store Owned
6490 649000 HOFFMAN EST IL 5334 Sears Parkway 60192 Non-retail Active Non- Owned
retail
15
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Pg 64 of 125
30901 3090100 Lansing IL 17355 Torrence Ave 60438 Closed Store Closed Store Owned
30927 3092700 Macomb IL 1325 East Jackson 61455 Closed Store Closed Store Owned
470 47000 MANTENO IL 8374 N 4000 EAST RD 60950 Non-retail Active Non- Owned
retail
6784 678400 Matteson IL 4605 W Lincoln Hwy 60443 Open Store Open Store Owned
30900 3090000 New Lenox IL 1500 W Lincoln Hwy 60451 Closed Store Closed Store Owned
31900 3190000 Sterling IL 2901 E Fourth St 61081 Closed Store Closed Store Owned
6062 606200 Tinley Park IL Rte 43 & Us 6 60477 Non-retail Active Non- Owned
retail
26185 2618500 Clarksville IN 1416 Blackiston Mill Rd 47129 Closed Store Closed Store Owned
7246 724603 Richmond IN 3150 National Road West 47374 Non-retail Active Non- Owned
retail
8171 817100 OVERLAND KS 9000 Nieman Road 66214 Non-retail Active Non- Owned
PARK retail
9255 925500 Palmer MA Wilbraham Road (Sr 20) 01069 Open Store Open Store Owned
6303 630300 BANGOR ME 60 Doane St 04401 Non-retail Active Non- Owned

retail
31004 3100400 CHARLOTTE MI 1658 Lansing Rd 48813 Non-retail Active Non- Owned
retail
9245 924500 Cheboygan MI 1131 E State St 49721 Closed Store Closed Store Owned
30918 3091800 Jackson MI 3001 E Mich Ave 49202 Closed Store Closed Store Owned
16
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6892 689200 Taylor MI 48180 Non-retail Active Non- Owned

retail
61106 6110600 Jackson MS 1400 Metrocenter 39209 Closed Store Closed Store Owned
30949 3094900 Natchez MS 280 John R Junkin Dr 39120 Closed Store Closed Store Owned
3213 321300 SOUTHAVEN MS 7457 Airways 38671 Non-retail Active Non- Owned
retail
31005 3100500 ASHEBORO NC 1330 E. DIXIE DRIVE 27356 Non-retail Active Non- Owned
retail
1475 147500 Durham NC 6910 Fayetteville Rd Ste 400 27713 Open Store Open Store Owned
30961 3096100 Greensboro NC 300 Penry Rd 27405 Non-retail Active Non- Owned
retail
2374 237400 Vineland NJ 8 W Landis Ave 08360 Closed Store Closed Store Owned
6133 613300 Reno NV West Side Of S. Virginia 89030 Non-retail Active Non- Owned
retail
6298 629800 SPARKS NV 350 Glendale Ave 89431 Non-retail Active Non- Owned
retail
1353 135300 De Witt/Syracuse NY 3649 Erie Blvd E 13214 Closed Store Closed Store Owned
1514 151400 Niagara Falls NY 6929 Williams Rd 14304 Closed Store Closed Store Owned
8254 825400 ROCHESTER NY 2213 Brighton Henrietta (Town 14623 Non-retail Active Non- Owned
Line Rd) retail
26731 2673100 Dublin OH 4975 Tuttle Crossing Blvd 43016 Closed Store Closed Store Owned
1370 137000 Eastland OH 2765 Eastland Mall 43232 Closed Store Closed Store Owned
17
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1310 131000 Elyria OH 4900 Midway Mall 44035 Closed Store Closed Store Owned
2940 294000 Franklin OH 3457 Towne Blvd 45005 Closed Store Closed Store Owned
3243 324303 North Canton OH Main Street N Canton 44720 Non-retail Active Non- Owned
retail
6092 609200 North Canton OH Main Street N Canton 44720 Non-retail Active Non- Owned
retail
1610 161000 Northgate OH 9505 Colerain Ave 45251 Open Store Annc’d to Owned
Close
26588 2658800 Salem OH 5200 Salem Ave 45426 Closed Store Closed Store Owned
9676 967600 Streetsboro OH 9059 State Rt #14 44241 Closed Store Closed Store Owned
37563 3756300 Washington OH 1666 Columbus Ave 43160 Non-retail Active Non- Owned
Courthouse retail
1150 115000 Westland OH 4411 W Broad St 43228 Closed Store Closed Store Owned
1261 126100 Midwest City OK 6909 E Reno Ave 73110 Closed Store Closed Store Owned
1863 186300 Johnstown PA 540 Galleria Dr 15904 Closed Store Closed Store Owned
31924 3192400 Moon Twp. PA 2000 Market Blvd - parking lot 15108 Non-retail Active Non- Owned
retail
9394 939400 Fajardo PR Eastern Reg’l S/C; State Road 00738 Open Store Open Store Owned
#3
3853 385300 Guayama PR Puerto Rico Hwy 3 00784 Open Store Open Store Owned
6488 648800 Mayaguez PR Western Plaza S/C 00680 Non-retail Active Non- Owned
retail
18
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8935 893500 RIO PIEDRAS PR Carr #176 Km 0.5; Gpo Box 00936 Non-retail Active Non- Owned
70209 retail
8975 897500 RIO PIEDRAS PR Road #176 Km 0.5 Cupey Bajo 00936 Non-retail Active Non- Owned
retail
30941 3094100 Sioux Falls SD 3709 East 10Th Street 57103 Closed Store Closed Store Owned
446 44600 MEMPHIS TN 3456 Meyers Rd 38108 Non-retail Active Non- Owned
retail
30934 3093400 Memphis TN 3201 Austin Peay 38128 Closed Store Closed Store Owned
26596 2659600 Memphis/Hickory TN 6120 Hickory Ridge Mall 38115 Closed Store Closed Store Owned
8247 824700 DICKINSON TX 1000 West Fm 517 77539 Non-retail Active Non- Owned
retail
6874 687400 HOUSTON TX 2737 HWY 6 S 77082 Closed Store Closed Store Owned
8167 816700 HOUSTON TX 525 E Little York Rd 77037 Non-retail Active Non- Owned
retail
61237 6123700 HOUSTON TX 100 Greenspoint Mall 77060 Closed Store Closed Store Owned
2332 233200 San Antonio TX 8551 Wurzbach Road 56701 Open Store Open Store Owned
1065 106500 Glen Allen VA 10101 Brook Rd 23059 Open Store Open Store Owned
26717 2671700 Newport News VA 12263 Hornsby Lane 23602 Closed Store Closed Store Owned
3544 354400 Salem VA 1355 West Main Street 24153 Closed Store Closed Store Owned
8345 834500 VIRGINIA VA 102 South Witchduck Rd 23462 Non-retail Active Non- Owned
BEACH retail
2299 229900 Aberdeen WA 1219 S Boone St 98520 Open Store Open Store Owned
19
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6579 657900 Spokane WA 7005 N Division St 99207 Open Store Open Store Owned
31903 3190300 Fort Atkinson WI 1309 N High St 53538 Closed Store Closed Store Owned
3589 358903 Cleveland OH 14901 Lorain Ave 44111 Non-retail Active Non- Owned
retail
3628 362803 Tolleson AZ 8701 West Mc Dowell 85353 Non-retail Active Non- Owned
retail
7309 730903 TEXARKANA TX 4520 W 7TH ST 75501 Non-retail Active Non- Owned
retail
31930 3193003 HIALEAH FL 5750 NW 183RD ST 33015 Non-retail Active Non- Owned
retail
B. LEASED UNENCUMBERED REAL PROPERTY TO THE EXTENT NOT SUBJECT TO A

VALID AND PERFECTED LIEN AS OF THE PETITION DATE
Unit RE ID NAME ST Address Zip Code Property Status
Group
8706 870600 BIRMINGHAM AL 262 Oxmoor Court 35209 Non-retail Active Non-
retail
24002 2400200 BIRMINGHAM AL 2194-A Parkway Lake Dr 35244 Non-retail Active Non-
retail
2306 230600 Gadsden AL 1001 Rainbow Dr 35901 Open Store Annc’d to

Close
49003 4900300 MOBILE AL 3412 Demotropolis Rd 36693 Non-retail Active Non-

retail
2126 212600 Hot Springs AR 4501 Central Ave Ste 101 71913 Open Store Open Store
8941 894100 LITTLE ROCK AR 1900 W 65Th St-Ste 10 72209 Non-retail Active Non-
retail
20
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1206 120600 North Little Rock AR 3930 Mccain Blvd 72116 Open Store Open Store
9711 971100 Russellville AR 2821 East Main St 72801 Open Store Annc’d to
Close
1169 116900 Chandler AZ 3177 Chandler Village Dr 85226 Open Store Annc’d to
Close
2358 235800 Flagstaff AZ 4800 N Us Highway 89 86004 Open Store Annc’d to

Close
1798 179800 Glendale AZ 7780 W Arrowhead Towne Ctr 85308 Open Store Open Store
3707 370700 Lake Havasu City AZ 1870 Mc Cullouch Blvd 86403 Open Store Open Store

Group
7088 708800 MESA AZ 952 E Baseline Rd; Ste 111 85204 Non-retail Active Non-
retail
1078 107800 Mesa/East AZ 6515 E Southern Ave 85206 Open Store Annc’d to
Close
1768 176800 Paradise Vly AZ 4604 E Cactus Rd 85032 Open Store Open Store
8778 877800 PHOENIX AZ 844 N 44Th Ave Ste 2 85043 Non-retail Active Non-
retail
24521 2452100 PHOENIX AZ 4401 Baseline Rd; Ste 205 85042 Non-retail Active Non-
retail
1708 170800 Phoenix-Desert Sky AZ 7611 W Thomas Rd 85033 Open Store Annc’d to
Close
2218 221800 Prescott AZ 3400 Gateway Blvd 86303 Open Store Open Store
5865 586500 Scottsdale - Showroom AZ 15500 Greenway-Hayden Loop 85260 Open Store Open Store
21
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2047 204700 Sierra Vista AZ 2250 El Mercado Loop 85635 Open Store Annc’d to
Close
5880 588000 TEMPE AZ 9025 S Kyrene Rd (Suites 101-105) 85284 Non-retail Active Non-
retail
49028 4902800 TEMPE AZ 8440 S Hardy Dr 85284 Non-retail Active Non-

retail
8937 893700 TUCSON AZ 807 S Euclid 85719 Non-retail Active Non-

retail
49011 4901100 TUCSON AZ 4755 S Butterfield Dr 85714 Non-retail Active Non-

retail
5866 586600 Tucson (Marana) - Showroom AZ 3850 W. Orange Grove Road 85741 Open Store Open Store

Group
2078 207800 Yuma AZ 3150 S 4Th Ave 85364 Open Store Annc’d to
Close
36314 3631400 BANANI, DHAKA-1213 BANGLADESH 7TH FLOOR, BOOTH WING --- Non-retail Active Non-
retail
4762 476200 Antioch CA 3625 East 18Th Street 94509 Open Store Annc’d to
Close
7619 761900 Atascadero CA 3980 El Camino Real 93422 Open Store Open Store
9608 960800 Auburn CA 2505 Bell Rd 95603 Open Store Open Store
1318 131800 Bakersfield CA 3001 Ming Ave 93304 Open Store Annc’d to
Close
1018 101800 Baldwin Hills CA 3755 Santa Rosalia Dr 90008 Open Store Open Store
22
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8901 890100 BENICIA CA 521 Stone Rd 94510 Non-retail Active Non-

retail
7653 765300 Big Bear Lake CA 42126 Big Bear Blvd 92315 Open Store Open Store
7756 775600 Bishop CA 1200 N Main St 93514 Open Store Open Store
1008 100800 Boyle CA 2650 E Olympic Blvd 90023 Open Store Open Store
1638 163800 Brea CA 100 Brea Mall 92821 Closed Closed Store
Store
1268 126800 Buena Park CA 8150 La Palma Ave 90620 Open Store Open Store
3834 383400 Burbank CA 1000 San Fernando Road 91504 Open Store Open Store
7165 716500 Camarillo CA 940 Arneill Rd 93010 Open Store Open Store

Group
1518 151800 Cerritos CA 100 Los Cerritos Mall 90703 Open Store Annc’d to
Close
3086 308600 Chico CA 2155 Pillsbury Rd 95926 Open Store Open Store
1358 135800 Chula Vista CA 565 Broadway 91910 Open Store Open Store
1098 109800 Clovis CA 1140 Shaw Ave 93612 Open Store Open Store
3582 358200 Clovis CA 1075 Shaw Ave 93612 Open Store Annc’d to
Close
7098 709800 Concord CA 5100 Clayton Road 94521 Open Store Open Store
5798 579800 Concord-McPhails Showroom CA 2260 Commerce Ave Ste E 94520 Open Store Open Store
1388 138800 Costa Mesa CA 3333 Bristol St 92626 Open Store Annc’d to
Close
23
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4047 404700 Costa Mesa CA 2200 Harbor Blvd 92627 Open Store Open Store
5382 538200 Costa Mesa CA 3333 Bristol St. 92626 Open Store Open Store
3945 394500 Delano CA 912 County Line Rd 93215 Open Store Annc’d to
Close
1988 198800 El Centro CA 3751 S Dogwood Ave 92243 Open Store Annc’d to
Close
2628 262800 Eureka CA 3300 Broadway 95501 Open Store Open Store
1408 140800 Florin CA 5901 Florin Rd 95823 Open Store Annc’d to

Close
8963 896300 Fontana CA 14650 Miller Ave 92336 Non-retail Active Non-
retail

Group
1208 120800 Fresno CA 3636 N Blackstone Ave 93726 Open Store Open Store
8366 836600 Fresno CA 1922 N HELM AVE 93727 Non-retail Active Non-
retail
8913 891300 Fresno CA 3688 E. Central Avenue 93725 Non-retail Active Non-
retail
7195 719500 Goleta CA 6865 Hollister Ave 93117 Closed Closed Store
Store
9746 974600 Grass Valley CA 111 W Mc Knight Way 95949 Open Store Open Store
2656 265600 Hanford CA Hanford Mall - 1545 Mall Drive 93230 Open Store Open Store
1248 124800 Hayward CA 660 W Winton Ave 94545 Open Store Open Store
24
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5689 568900 HAYWARD CA 30803 SANTANA STREET 94544 Non-retail Active Non-
retail
4819 481900 Lakeport CA 2019 South Main 95453 Open Store Open Store
8258 825800 LAKEWOOD CA 5436 Woodruff Ave 90713 Non-retail Active Non-
retail
3982 398200 Lemoore CA 215 W Hanford/Armona Rd 93245 Open Store Annc’d to

Close
24510 2451000 LIVERMORE CA 283 E Airway Blvd 94551 Non-retail Active Non-
retail
7225 722500 Los Angeles CA 6310 W 3Rd Street 90036 Open Store Annc’d to
Close
8253 825300 MCCLELLAN CA 4326 Forcum Ave 95652 Non-retail Active Non-
retail

Group
7390 739000 McKinleyville CA 1500 Anna Sparks Way 95521 Open Store Open Store
2298 229800 Merced CA 1011 W Olive Ave 95348 Open Store Annc’d to
Close
8868 886800 MILPITAS CA 1021 Cadillac Ct 95035 Non-retail Active Non-

retail
8780 878000 Mira Loma CA 3100 Milliken Ave 91752 Non-retail Active Non-
retail
8928 892800 MIRA LOMA(JURUPA VL) CA 11385 Venture Dr; Bldg A 91752 Non-retail Active Non-
retail
1618 161800 Modesto CA 100 Vintage Faire Mall 95356 Open Store Annc’d to
Close
25
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Pg 74 of 125
3345 334500 Modesto CA 1351 E Hatch Rd 95351 Open Store Annc’d to

Close
1748 174800 Montclair CA 5080 Montclair Plz Ln 91763 Open Store Open Store
1998 199800 Montebello CA 1401 N Montebello Blvd 90640 Open Store Annc’d to
Close
1868 186800 Moreno Vly CA 22550 Town Cir 92553 Open Store Open Store
1698 169800 Newark CA 6000 Mowry Ave 94560 Closed Closed Store
Store
1168 116800 No Hollywood CA 12121 Victory Blvd 91606 Open Store Open Store
4421 442100 North Hollywood CA 13007 Sherman Way 91605 Open Store Open Store
1508 150800 Northridge CA 9301 Tampa Ave 91324 Open Store Open Store
3842 384200 Oakdale CA 175 Maag Avenue 95361 Open Store Open Store

Group
3483 348300 Ontario CA 2530 S Euclid Ave 91762 Open Store Annc’d to
Close
8287 828700 Ontario CA 5600 East Airport Rd 91761 Non-retail Active Non-
retail
8729 872900 ONTARIO CA 5691 E Philadelphia; Ste 100 92337 Non-retail Active Non-
retail
1968 196800 Palm Desert CA 72-880 Hwy 111 92260 Open Store Open Store
9551 955100 Paradise CA 6600 Clark Road 95969 Open Store Open Store
3501 350100 Petaluma CA 261 N Mc Dowell Blvd 94954 Open Store Open Store
26
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Pg 75 of 125
3531 353100 Pinole CA 1500 Fitzgerald Dr 94564 Open Store Annc’d to

Close
7471 747100 Placerville CA 3968-A Missouri Flat Road 95667 Open Store Annc’d to
Close
1019 101900 Pleasanton CA 1700 Stoneridge Dr 94588 Open Store Annc’d to

Close
3678 367800 Ramona CA 1855 Main Street 92065 Open Store Open Store
5668 566800 Rancho Cordova CA 11340 WHITE ROCK ROAD 95742 Open Store Open Store
4349 434900 Redwood City CA 1155 Veteran’S Blvd 94063 Open Store Open Store
1298 129800 Riverside CA 5261 Arlington Ave 92504 Open Store Open Store
4706 470600 Riverside CA 375 E Alessandro Blvd 92508 Open Store Annc’d to
Close
7175 717500 Riverside CA 7840 Limonite Ave 92509 Open Store Open Store

Group
5784 578400 ROHNERT PARK CA 6085 State Farm Drive 94928 Non-retail Active Non-
retail
8768 876800 SACRAMENTO CA 1200 Blumenfeld Dr 95815 Non-retail Active Non-

retail
24547 2454700 SACRAMENTO CA 1200 Del Paso Rd; Ste 100 95834 Non-retail Active Non-
retail
1688 168800 Salinas CA 1700 N Main St 93906 Open Store Open Store
3412 341200 Salinas CA 1050 North Davis Road 93907 Open Store Open Store
1398 139800 San Bernardino CA 100 Inland Ctr 92408 Open Store Open Store
27
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Pg 76 of 125
1478 147800 San Bruno CA 1178 El Camino Real 94066 Open Store Open Store
8748 874800 SAN DIEGO CA 960 Sherman St 92110 Non-retail Active Non-
retail
24523 2452300 SAN DIEGO CA 9586 Distribution Ave; Ste F 92121 Non-retail Active Non-
retail
62529 6252900 San Diego CA 7655 Clairemont Mesa Blvd 92111 Closed Closed Store
Store
31882 3188200 San Diego CA 5405 University Ave 92105 Closed Closed Store
Store
5000 500000 San Francisco CA 310 Carolina Street 94103 Open Store Open Store
38112 3811200 San Francisco CA 201 Spear St 94105 Non-retail Active Non-
retail
8398 839800 SAN JOSE CA 1202 S Sixth St 95112 Non-retail Active Non-
retail

Group
38734 3873400 San Jose CA 1735 Technology Drive, Suite 600 95110 Non-retail Active Non-
retail
1488 148800 San Jose-Eastridge CA 2180 Tully Rd 95122 Open Store Open Store
30969 3096900 San Leandro CA 250 Floresta Blvd 94578 Closed Closed Store
Store
5787 578700 San Rafael - McPhails Showroom CA 530 W Francisco Blvd 94901 Open Store Open Store
8369 836900 SANTA ANA CA 400 W Warner Ave 92707 Non-retail Active Non-
retail
28
LEGAL_US_E # 138776593.8
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Pg 77 of 125
8808 880800 SANTA ANA CA 500 W Warner Ave #28 92707 Non-retail Active Non-
retail
2138 213800 Santa Barbara CA 3845 State St 93105 Open Store Open Store
5764 576400 Santa Clara CA 52 Winchester Blvd; Suite A 95050 Non-retail Active Non-
retail
24548 2454800 SANTA CLARITA CA 28159 AVENUE STANFORD 91355 Non-retail Active Non-
retail
2308 230800 Santa Cruz CA 4015 Capitola Rd 95062 Open Store Annc’d to
Close
24524 2452400 Santa Fe Springs CA 10415 Slushier Dr 90670 Non-retail Active Non-
retail
2088 208800 Santa Maria CA 200 Town Ctr E 93454 Open Store Open Store
7639 763900 Santa Paula CA 895 Faukner Road 93060 Open Store Open Store
1658 165800 Santa Rosa CA 100 Santa Rosa Plz 95401 Open Store Annc’d to
Close

Group
9153 915300 South Lake Tahoe CA 1056 Emerald Bay Rd 96150 Open Store Open Store
3076 307600 Spring Valley CA 935 Sweetwater Rd 91977 Open Store Annc’d to
Close
3174 317400 Stockton CA 2180 E Mariposa Rd 95205 Open Store Open Store
8708 870800 STOCKTON CA 2115 Sinclair Avenue 95215 Non-retail Active Non-
retail
8758 875800 SYLMAR CA 14090 Balboa Blvd 91342 Non-retail Active Non-
retail
29
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Pg 78 of 125
4751 475100 Tehachapi CA 710 West Tehachapi 93561 Open Store Open Store
1108 110800 Temecula CA 40710 Winchester Rd 92591 Open Store Open Store
3127 312700 Temple City CA 5665 N Rosemead Blvd 91780 Open Store Open Store
2059 205900 Tracy CA 3350 Naglee Rd 95304 Open Store Open Store
62538 6253800 TUSTIN CA 2505 El Camino Real 92782 Closed Closed Store
Store
3018 301800 Valencia CA 23222 W Valencia Blvd 91355 Closed Closed Store
Store
1148 114800 Ventura CA 3295 E Main St 93003 Open Store Open Store
68738 3685300 VERNON CA 2700 Fruitland Ave 90058 Non-retail Active Non-
retail
68738 6873800 VERNON CA 5525 S. Soto Street 90058 Non-retail Active Non-
retail
2829 282900 Victorville CA 14420 Bear Valley Rd 92392 Open Store Open Store

Group
6628 662800 VICTORVILLE CA 13695 Mariposa Rd 92395 Non-retail Active Non-

retail
2068 206800 Visalia CA 3501 S Mooney Blvd 93277 Open Store Open Store
2068 206802 Visalia CA 3501 S Mooney Blvd 93277 Non-retail Active Non-
retail
9761 976100 Visalia CA 3247 W Noble Ave 93277 Open Store Annc’d to
Close
1189 118900 West Covina CA 1209 Plz Dr 91790 Open Store Open Store
30
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Pg 79 of 125
3235 323500 West Covina CA 730 South Orange 91790 Open Store Open Store
9489 948900 WEST HILLS CA 8407 FALLBROOK AVE 91304 Non-retail Active Non-
retail
1149 114900 Whittier CA 15600 Whittwood Ln 90603 Open Store Open Store
2238 223800 Yuba City CA 1235 Colusa Ave 95991 Open Store Open Store
1141 114100 Aurora CO 14200 E Alameda Ave 80012 Open Store Open Store
8290 829000 Brighton CO 18875 Bromley Lane 80601 Non-retail Active Non-
retail
1131 113100 Centennial CO 7001 S University Blvd 80122 Open Store Annc’d to
Close
1221 122100 Chapel Hills CO 1650 Briargate Blvd 80920 Open Store Open Store
4224 3193100 Denver CO 2150 S Monaco St Pkwy 80222 Closed Closed Store
Store
24507 2450700 DENVER CO 12330E 46Th Ave; Unit 300 80239 Non-retail Active Non-
retail

Group
2361 236100 Grand Junction CO 100 Mesa Mall 81505 Open Store Annc’d to
Close
1071 107100 Lakewood CO 10785 W Colfax Ave 80215 Open Store Annc’d to
Close
7329 732900 Loveland CO 2665 W Eisenhower 80537 Open Store Open Store
4453 445300 Pueblo CO 3415 N Elizabeth St 81008 Open Store Open Store
31
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 80 of 125
78723 7872300 Becon Falls CT 125 Railroad Ave 06403 Non-retail Active Non-
retail
1303 130300 Danbury CT 7 Backus Ave (Ex 3 Rt 84) 06810 Open Store Open Store
1014 101400 Enfield CT 90 Elm St 06082 Closed Closed Store

Store
1134 113400 Milford CT 1201 Boston Post RdSp 2095 06460 Open Store Annc’d to
Close
3495 349500 Milford CT 589 Bridgeport Ave 06460 Open Store Annc’d to
Close
8743 874300 NEWINGTON CT 65 Holmes Rd 06111 Non-retail Active Non-

retail
24592 2459200 ROCKY HILL CT 51 Belamose Ave 06067 Non-retail Active Non-
retail
3216 321600 Vernon CT 295 Hartford Turnpike 06066 Open Store Open Store
1193 119300 Waterford CT 850 Hartford Tnpk 06385 Open Store Annc’d to
Close
7109 710900 Watertown CT 595 Straits Turnpike 06795 Open Store Open Store

Group
8723 872300 West Haven CT 190 Frontage Rd 06516 Non-retail Active Non-
retail
4807 480700 Bear DE 301 Governor Place 19701 Open Store Open Store
4456 445600 BRIDGEVILLE DE 7494 Federalsburg Road 19933 Non-retail Active Non-
retail
32
LEGAL_US_E # 138776593.8
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Pg 81 of 125
2654 265400 Dover DE 1000 Dover Mall 19901 Closed Closed Store
Store
7725 772500 Rehoboth Beach DE 19563 Coastal Hwy, Unit A 19971 Open Store Open Store
3873 387300 Wilmington DE 4700 Limestone Road 19808 Open Store Open Store
1355 135500 Altamonte Spg FL 451 E Altamonte Dr Ste 401 32714 Closed Closed Store
Store
24033 2403300 ALTAMONTE SPG FL 1260 American Way#156 32714 Non-retail Active Non-
retail
3317 331700 Boca Raton FL 1401 W Palmetto Park Rd 33486 Open Store Open Store
5958 595800 Bonita Springs Showroom FL 27180 Bay Landing Dr 34135 Open Store Open Store
1755 175500 Boynton Beach FL 801 N Congress Ave 33426 Open Store Open Store
2565 256500 Bradenton FL 303 Us Hwy 301 Blvd W 34205 Open Store Annc’d to
Close
7321 732100 Bradenton FL 7321 Manatee Ave West 34209 Open Store Open Store
1007 100700 Brandon FL 686 Brandon Town Center Mall 33511 Open Store Open Store
1125 112500 Coral Gables FL 3655 Sw 22Nd St 33145 Open Store Open Store

Group
1715 171500 Doral(Miami) FL 1625 Nw 107Th Ave 33172 Open Store Annc’d to
Close
4893 489300 Ellenton FL 6126 Highway 301 34222 Open Store Open Store
7067 706700 Fort Myers FL 3853 Cleveland Ave S 33901 Closed Closed Store
Store
33
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 82 of 125
1495 149500 Ft Myers FL 4125 Cleveland Ave Suite 88 33901 Open Store Open Store
5863 586300 Ft Myers FL 7916 Drew Circle 33967 Non-retail Active Non-
retail
8972 897200 FT MYERS FL 10898 Metro Parkway 33966 Non-retail Active Non-
retail
8990 899000 FT PIERCE FL All South Delivery 34945 Non-retail Active Non-
retail
3424 342400 Gainesville FL 900 N W 76 Boulevard 32606 Open Store Annc’d to

Close
1345 134500 Hialeah/Westland FL 1625 W 49Th St 33012 Open Store Open Store
3818 381800 Hollywood FL 3800 Oakwood Blvd 33020 Open Store Open Store
425 42500 JACKSONVILLE FL 10512 Busch Dr N 32218 Non-retail Active Non-

retail
7979 797900 JACKSONVILLE FL 3555-1 St Johns Bluff Road S 32224 Non-retail Active Non-
retail
2315 231500 Jensen Bch(Stuart) FL 3342 Nw Federal HwyUs 1 34957 Open Store Open Store
9614 961400 Key Largo FL 101399 Overseas Highway 33037 Open Store Open Store
2215 221500 Key West FL 3200 N Roosevelt Blvd 33040 Open Store Open Store

Group
4725 472500 Key West FL 2928 North Roosevelt Blvd 33040 Open Store Open Store
49012 4901200 LAKE MARY FL 3200 Lake Emma Rd; Suite 1020 32746 Non-retail Active Non-
retail
34
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 83 of 125
1955 195500 Lakeland FL 3800 Us Highway 98 N Ste 500 33809 Open Store Annc’d to
Close
3269 326900 Lantana FL 1201 S Dixie 33462 Open Store Open Store
2745 274500 Leesburg FL 10401 Us Highway 441 Ste 2002 34788 Open Store Open Store
9224 922400 Marathon FL 5561 Overseas Hwy 33050 Open Store Open Store
2245 224500 Melbourne FL 1050 S Babcock St 32901 Open Store Annc’d to

Close
3074 307400 Miami FL 14091 S W88Th St 33186 Open Store Open Store
3793 379300 Miami FL 12350 Sw 8Th Street 33184 Open Store Annc’d to
Close
4728 472800 Miami FL 3825 7Th Street North W 33126 Open Store Open Store
8065 806500 MIAMI FL 3301 Nw 107Th Ave 33178 Non-retail Active Non-
retail
5991 599100 Miami - Showroom FL 6300 S Dixie Hwy 33143 Open Store Open Store
1365 136500 Miami/Cutler Rdg FL 20701 Sw 112Th Ave 33189 Open Store Open Store
2056 205600 Mry Est/Ft Wltn Bch FL 300 Mary Esther Blvd 32569 Open Store Annc’d to
Close
2695 269500 Naples FL 2000 9Th StN 34102 Open Store Annc’d to
Close

Group
5237 523700 Oakland Park FL 3484 NE 12th Ave 33334 Open Store Open Store
1006 100600 Ocala FL 3100 Sw College Rd Ste 300 34474 Open Store Annc’d to
Close
35
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 84 of 125
8864 886400 OCALA FL 5041 W Silver Springs Blvd 34482 Non-retail Active Non-
retail
2805 280500 Panama City FL 733 N Highway 231 32405 Open Store Annc’d to
Close
1775 177500 Pembroke Pines FL 12055 Pines Blvd 33026 Open Store Open Store
31918 3191800 Pembroke Pines FL 10501 Pines Blvd 33026 Closed Closed Store
Store
8066 806600 PENSACOLA FL 7801 Sears Blvd 32514 Non-retail Active Non-
retail
8957 895700 PENSACOLA FL 7801 Sears Blvd 32514 Non-retail Active Non-
retail
24019 2401900 PENSACOLA FL 8761 Ely Rd; Unit B 32514 Non-retail Active Non-
retail
1205 120500 Pompano Beach FL 2251 N Federal Hwy 33062 Open Store Annc’d to
Close
5962 596200 Pompano Beach -Showroom FL 1742 W. Atlantic Blvd 33069 Open Store Open Store
2145 214500 Port Charlotte FL 1441 Tamiami Trl 33948 Open Store Open Store
5976 597600 Sarasota FL 5670 Fruitville Rd 34232 Open Store Open Store
4355 435500 St. Petersburg FL 4501 66Th Street N 33709 Open Store Open Store

Group
8815 881500 SUNRISE FL 900 International Parkway 33323 Non-retail Active Non-
retail
8895 889500 TAMPA FL 8640 Elm Fair Blvd 33610 Non-retail Active Non-
retail
36
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 85 of 125
24023 2402300 TAMPA FL 4713 Oak Fair Blvd 33610 Non-retail Active Non-
retail
1745 174500 Tampa/Westshore FL 347 Westshore Plz 33609 Open Store Open Store
1465 146500 Tampa-University FL 2266 University Square Mall 33612 Open Store Annc’d to
Close
1066 106600 The Avenues FL 10302 Southside Blvd 32256 Open Store Open Store
7294 729400 Vero Beach FL 1501 U S 1 32960 Open Store Open Store
5959 595900 West Palm Bch - Showroom FL 400 Northpoint Pkwy Ste403 33407 Open Store Open Store
5185 518500 Winter Park FL 500 S. Park Avenue 32789 Open Store Open Store
8825 882500 WINTER PARK FL 3825 Forsyth Rd 32792 Non-retail Active Non-
retail
1385 138500 Atlanta GA 1500 Cumberland Mall Se 30339 Open Store Annc’d to
Close
4931 493100 AUGUSTA GA 2417 Regency Blvd Ste 6 30906 Non-retail Active Non-
retail
3713 371300 Covington GA 6239 Turner Lake Road 30014 Open Store Annc’d to
Close
2505 250500 Gainesville GA 150 Pearl Nix Pkwy 30501 Open Store Open Store

Group
24018 2401800 NORCROSS GA 1650 International Court, Unit 200 30093 Non-retail Active Non-
retail
3978 397800 Peachtree City GA 400 Crosstown Road 30269 Open Store Annc’d to
Close
37
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 86 of 125
8872 887200 PENDERGRASS GA 580 Raco Parkway 30575 Non-retail Active Non-
retail
1305 130500 Savannah GA 7810 Abercorn St 31406 Open Store Annc’d to

Close
8902 890200 SAVANNAH GA 3 Patton Rd; Ste 150 Bldg G 31405 Non-retail Active Non-
retail
1578 157800 Aiea Oahu-Pearl Rdg HI 98-180 Kamehameha Hwy 96701 Open Store Open Store
2388 238800 Hilo(Sur) HI 111 E Puainako St 96720 Open Store Open Store
2388 238802 Hilo(Sur) HI 111 E Puainako St 96720 Non-retail Active Non-

retail
1681 168100 Honolulu HI 1505 Kapioloni Blvd 96815 Open Store Open Store
6248 624800 KAHULUI HI 142 Alamaha St 96732 Non-retail Active Non-

retail
36318 3631800 KOWLOON HK 8 ARGYLE STREET --- Non-retail Active Non-

retail
36318 3631803 KOWLOON HK 8 ARGYLE STREET --- Non-retail Active Non-

retail
36318 3631804 Shanhai HK Unit 01-11, Floor 7, Plaza 336 --- Non-retail Active Non-
retail
9220 922000 Algona IA 1501 Hwy 169 N 50511 Open Store Open Store

Group
7767 776700 Charles City IA 1405 South Grand 50616 Open Store Open Store
9222 922200 Cherokee IA 1111 N 2Nd 51012 Open Store Annc’d to

Close
38
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 87 of 125
3447 344700 Clive IA 10331 University Ave 50325 Closed Closed Store
Store
3097 309700 Council Bluffs IA 2803 E Kanesville Blvd 51503 Open Store Annc’d to
Close
45113 4511300 DES MOINES IA 1605 NE 58TH AVE 64150 Non-retail Active Non-
retail
2422 242200 Sioux City IA 4480 Sergeant Rd 51106 Open Store Open Store
1072 107200 Waterloo IA 2060 Crossroads Blvd 50702 Closed Closed Store
Store
9309 930900 Webster City IA 2307 Superior 50595 Open Store Annc’d to
Close
1229 122900 Boise ID 460 N Milwaukee St 83704 Open Store Annc’d to

Close
8711 871100 BOISE ID 7095 Bethel Street 83704 Non-retail Active Non-
retail
2278 227800 Idaho Falls ID 2300 E 17Th St 83404 Open Store Open Store
7033 703300 Lewiston ID 1815-21St St 83501 Open Store Open Store
7006 700600 Twin Falls ID 2258 Addison Ave East 83301 Open Store Open Store
7951 795100 AURORA IL 4020 Fox Valley Center Dr 60504 Non-retail Active Non-
retail

Group
2840 284000 Bloomington IL 1631 E Empire St 61701 Open Store Annc’d to

Close
39
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 88 of 125
8844 884400 BLOOMINGTON IL 3 Quest Dirve Units301-302 61704 Non-retail Active Non-
retail
4381 438100 Bridgeview IL 7325 W 79Th Street 60455 Open Store Open Store
8350 835000 Bridgeview IL 7310 W 87TH ST 60455 Non-retail Active Non-

retail
25009 2500900 Bridgeview IL 10004 S 76 Ave - Unit C 60455 Non-retail Active Non-
retail
25008 2500800 BUFFALO GROVE IL 1005 Commerce Ct 60089 Non-retail Active Non-
retail
3371 337100 Chicago IL 3443 W Addison 60618 Open Store Open Store
37914 3791400 Chicago IL 2 N State St 60602 Non-retail Active Non-

retail
4214 421400 Des Plaines IL 1155 Oakton St 60018 Open Store Open Store
36950 3695000 ELGIN IL 2428-2432 Bath Road 60124 Non-retail Active Non-
retail
8555 855500 Elk Grove Village IL 1500 Higgins Rd 60007 Non-retail Active Non-
retail
24509 2450900 ELK GROVE VLG IL 1370 E Higgins Rd; Unit B 60007 Non-retail Active Non-
retail
8730 873000 GRANITE CITY IL 117 Industrial Dr 62040 Non-retail Active Non-
retail
45114 4511400 GRANITE CITY IL 117 INDUSTRIAL DR 62040 Non-retail Active Non-
retail

Group
40
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 89 of 125
1740 174000 Joliet IL 3340 Mall Loop Dr 60431 Open Store Annc’d to
Close
440 44000 MANTENO IL 1600 N Boudreau Rd 60950 Non-retail Active Non-

retail
8720 872000 MELROSE PARK IL 2065 George St 60160 Non-retail Active Non-
retail
24544 2454400 MOKENA IL 8901 W 192Nd Street; Ste C 60448 Non-retail Active Non-
retail
4297 429700 Moline IL 5000 23Rd Ave 61265 Open Store Annc’d to
Close
1212 121200 N Riverside IL 7503 W Cermak Rd 60546 Open Store Open Store
8262 826200 NAPERVILLE IL 1835 Ferry Rd 60563 Non-retail Active Non-

retail
1290 129000 Niles IL 400 Golf Mill Ctr 60714 Open Store Annc’d to
Close
9348 934800 Norridge IL 4210 N Harlem Ave 60706 Open Store Annc’d to
Close
1300 130000 Oakbrook IL 2 Oakbrook Ctr 60523 Open Store Open Store
4433 443300 Quincy IL 3701 Broadway St 62301 Open Store Annc’d to

Close
2990 299000 Rockford-Cherryvale IL 7200 Harrison Ave 61112 Open Store Open Store
8871 887100 ROMEOVILLE IL 1701 W Normantown Road 60446 Non-retail Active Non-
retail
8934 893400 ROMEOVILLE IL 1801 W. Normantown Road 60446 Non-retail Active Non-
retail
41
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 90 of 125

Group
7289 728900 Steger IL 3231 Chicago Rd 60475 Open Store Annc’d to

Close
9124 912400 Elwood IN 1519 State Road 37 S 46036 Open Store Open Store
8017 801700 EVANSVILLE IN 333 N Plaza East Blvd 47715 Non-retail Active Non-
retail
8013 801300 FORT WAYNE IN 6420 Wilson Dr 46806 Non-retail Active Non-
retail
1830 183000 Ft Wayne IN 4201 Coldwater Rd 46805 Open Store Annc’d to

Close
1470 147000 Greenwood IN 1251 Us Highway 31 N 46142 Open Store Annc’d to

Close
9354 935400 Griffith IN 430 W Ridge Rd 46319 Open Store Annc’d to

Close
8750 875000 INDIANAPOLIS IN 5160 W 81St St - West Dock 46268 Non-retail Active Non-
retail
3823 382300 Jasper IN 723 3Rd Ave 47546 Open Store Annc’d to
Close
7243 724300 Kokomo IN 705 North Dixon 46901 Open Store Open Store
9030 903000 Peru IN 11 Sherwood Square 46970 Open Store Open Store
7246 724600 Richmond IN 3150 National Road West 47374 Open Store Open Store
8014 801400 SOUTH BEND IN 630 East Bronson Street 46601 Non-retail Active Non-
retail
2600 260000 Terre Haute IN 3401 S Us Highway 41 47802 Open Store Annc’d to
Close
42
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 91 of 125

Group
9122 912200 Warsaw IN 3350 U S 30 East 46580 Open Store Open Store
4215 421500 Kansas City KS 7836 State Ave 66112 Open Store Annc’d to
Close
8273 827300 Lawrence KS 2400 Kresge Rd 66049 Non-retail Active Non-

retail
24512 2451200 LENEXA KS 8246 Neiman Rd Bldg 1 66214 Non-retail Active Non-
retail
8420 842000 OLATHE KS 14804 117TH STREET 66062 Non-retail Active Non-
retail
7169 716900 Salina KS 400 South Broadway 67401 Open Store Annc’d to
Close
8081 808100 WICHITA KS 2940 S Minneapolis Ave 67216 Non-retail Active Non-
retail
2546 254600 Bowling Green KY 2625 Scottsville Rd 42104 Open Store Annc’d to
Close
3029 302900 Erlanger KY 3071 Dixie Hwy 41018 Open Store Open Store
7229 722900 Grayson KY 600 C W Stevens Blvd 41143 Open Store Annc’d to
Close
8920 892000 LOUISVILLE KY 3509 Bashford Ave 40218 Non-retail Active Non-
retail
24015 2401500 LOUISVILLE KY 12900 Fenwick CenterDr; Ste B 40223 Non-retail Active Non-
retail
1790 179000 Louisville-Okolona KY 4807 Outer Loop 40219 Open Store Annc’d to
Close
43
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 92 of 125

Group
3941 394100 Russell Springs KY Northridge S/C Us Hwy 127 42642 Open Store Annc’d to
Close
7255 725500 Somerset KY 411 Russell Dyche Hwy 42501 Open Store Open Store
8896 889600 GONZALES LA 810 Hwy 30 West; Suite F 70737 Non-retail Active Non-
retail
2016 201600 Hammond LA 2000 Sw Railroad Ave 70403 Open Store Annc’d to
Close
8736 873600 HARAHAN LA 624 Elmwood Pkwy 70123 Non-retail Active Non-
retail
1336 133600 Lake Charles LA 640 W Prien Lake Rd 70601 Closed Closed Store
Store
1226 122600 Metairie LA 4400 Veterans Mem Blvd 70006 Open Store Open Store
4810 481000 Metairie LA 2940 Veterans Blvd 70002 Open Store Open Store
7223 722300 Metairie LA 7000 Veterans Memorial 70003 Open Store Annc’d to
Close
24564 2456403 ST ROSE LA 110 Widgeon Dr; Ste 190 70087 Non-retail Active Non-
retail
7104 710400 Acton MA 252 Main St 01720 Open Store Open Store
1213 121300 Auburn MA 385 Southbridge St 01501 Open Store Open Store
3288 328800 Billerica MA 484 Boston Rd 01821 Open Store Open Store
4407 440700 Brockton MA 2001 Main Street 02301 Open Store Open Store
44
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 93 of 125
1343 134300 Cambridge MA 100 Cambridgeside Pl 02141 Open Store Annc’d to

Close

Group
4444 444400 Fitchburg MA 140 Whalon St 01420 Closed Closed Store

Store
1243 124300 Hanover MA 1775 Washington St 02339 Open Store Open Store
1273 127300 Holyoke MA 50 Holyoke St 01040 Open Store Annc’d to

Close
2323 232300 Hyannis MA 793 Lyannough Road Rte 132 02601 Open Store Annc’d to
Close
3040 304000 Hyannis MA 768 Iyanough Rd 02601 Open Store Open Store
1133 113300 Leominster MA 100 Commercial Rd 01453 Open Store Open Store
1403 140300 Natick MA 1235 Worcester Rd & 01760 Open Store Annc’d to
Close
2373 237300 No Dartmouth MA 100 N Dartmouth Mall 02747 Open Store Open Store
1053 105300 Saugus MA 1325 Broadway 01906 Open Store Open Store
3486 348600 Somerville MA 77 Middlesex Ave 02145 Open Store Open Store
9692 969200 Webster MA Route 12 01570 Open Store Open Store
8851 885100 WESTWOOD MA 349 University Ave 02090 Non-retail Active Non-
retail
1725 172500 Annapolis MD 1040 Annapolis Mall 21401 Open Store Open Store
3256 325600 Baltimore MD 8980 Waltham Woods Rd 21234 Open Store Open Store
45
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 94 of 125
24504 2450400 BALTIMORE MD 2700 Lord Baltimore Dr; Ste 140 21244 Non-retail Active Non-
retail

Group
2823 282300 Baltimore/E Pt MD 7885 Eastern Blvd 21224 Closed Closed Store
Store
1424 142400 Bethesda MD 7103 Democracy Blvd 20817 Open Store Open Store
2034 203400 Bowie MD 15700 Emerald Way 20716 Open Store Annc’d to
Close
1844 184400 Columbia MD 10300 Little Patuxent Pkwy 21044 Open Store Annc’d to
Close
8814 881400 COLUMBIA MD 8700 Robert Fulton Drive 21046 Non-retail Active Non-
retail
2774 277400 Cumberland MD 1262 Vocke Rd 21502 Open Store Open Store
7713 771300 Edgewater MD 3207 Solomons Island Rd 21037 Open Store Open Store
2664 266400 Frederick MD 5500 Buckeystown Pike 21703 Open Store Open Store
3131 313100 Frederick MD 1003 W Patrick St 21702 Open Store Open Store
1754 175400 Gaithersburg MD 701 Russell Ave 20877 Open Store Open Store
3172 317200 Hagerstown MD 1713 Massey Blvd 21740 Open Store Open Store
3798 379800 Hyattsville MD 6411 Riggs Road 20783 Open Store Open Store
9277 927700 ODENTON MD 1781 Crossroads Dr 21113 Non-retail Active Non-

retail
3654 365400 Oxon Hill MD 6163 Oxon Hill Road 20745 Open Store Annc’d to
Close
46
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 95 of 125
3807 380700 Prince Frederick MD 835 Solomons Island Rd N 20678 Open Store Annc’d to
Close

Group
1773 177300 Salisbury MD 2306 N Salisbury Blvd 21801 Open Store Open Store
4399 439900 Silver Spring MD 14014 Connecticut Ave 20906 Open Store Open Store
7673 767300 Stevensville MD 200 Kent Landing 21666 Open Store Open Store
2963 296300 Westminster MD 400 N Center St 21157 Open Store Annc’d to

Close
3021 302100 Auburn ME 603 Center St 04210 Open Store Open Store
7133 713300 Augusta ME 58 Western Avenue 04330 Open Store Open Store
2203 220300 Brunswick ME 8 Gurnet Rd 04011 Open Store Open Store
9521 952100 Madawaska ME 417 Main Street 04756 Open Store Annc’d to
Close
2183 218302 So Portland ME 400 Maine Mall Rd 04106 Non-retail Active Non-
retail
3380 338000 Waterville ME 18 Elm Plaza 04901 Open Store Open Store
1390 139000 Ann Arbor MI 900 Briarwood Cir 48108 Open Store Annc’d to
Close
3155 315500 Belleville MI 2095 Rawsonville Rd 48111 Open Store Open Store
3820 382000 Charlevoix MI 06600 M-66 North 49720 Open Store Annc’d to
Close
9557 955700 Grayling MI 2425 S Grayling 49738 Open Store Open Store
47
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 96 of 125
3819 381900 Hastings MI 802 West State Street 49058 Open Store Open Store
2050 205000 Jackson MI 1250 Jackson XingI-94 49202 Open Store Annc’d to
Close

Group
3308 330800 Lake Orion MI 1025 M-24 48360 Open Store Annc’d to
Close
1170 117000 Lansing MI 3131 E Michigan Ave 48912 Open Store Open Store
1250 125000 Lincoln Park MI 2100 Southfield Rd 48146 Open Store Annc’d to
Close
8830 883000 LIVONIA MI 12001 Sears Ave 48150 Non-retail Active Non-
retail
3841 384100 Marshall MI 15861 Michigan Avenue 49068 Open Store Open Store
7068 706800 Midland MI 1820 S Saginaw Rd 48640 Open Store Open Store
9593 959300 Oscoda MI 5719 N US 23 48750 Open Store Open Store
6232 623200 Roseville MI 32123 Gratiot Ave 48066 Open Store Open Store
8982 898200 SAGINAW MI 3202 W. Sawyer Drive 48601 Non-retail Active Non-
retail
1490 149000 Troy MI 300 W 14 Mile Rd 48083 Closed Closed Store

Store
3379 337900 Waterford Twp. MI 5100 Dixie Hwy 48329 Open Store Open Store
8949 894900 WAYLAND MI 1172 147Th Street 49348 Non-retail Active Non-
retail
48
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 97 of 125
24651 2465100 Wixom MI 46985 Enterprise Ct 48393 Non-retail Active Non-

retail
8134 813400 WYOMING MI 3455 Byron Center SW 49519 Non-retail Active Non-
retail

Group
8162 816200 Eden Prairie MN 7615 Golden Triangle Dr 55344 Non-retail Active Non-
retail
9689 968900 International Falls MN 1606 Hwy 11-71 56649 Open Store Open Store
1112 111200 Minnetonka MN 12431 Wayzata Blvd 55305 Open Store Annc’d to
Close
4351 435100 Rochester MN 201 Ninth St S E 55904 Open Store Open Store
1052 105200 St Paul MN 425 Rice St 55103 Open Store Annc’d to

Close
3059 305900 St. Paul MN 245 E Maryland Ave 55117 Open Store Open Store
24546 2454600 BRIDGETON MO 12930 Hollenberg Dr 63044 Non-retail Active Non-

retail
7021 702100 Cape Girardeau MO 11 South Kings Hwy 61 63703 Open Store Annc’d to
Close
9353 935300 Crystal City MO 155 Twin City Mall 63019 Open Store Open Store
7323 732300 FENTON MO 639 Gravois Bluffs Blvd; Ste B 63026 Non-retail Active Non-
retail
4304 430400 Florissant MO 1 Flower Valley Shp Ctr 63033 Open Store Annc’d to
Close
49
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 98 of 125
1042 104202 Joplin MO 101 N Rangeline Rd 64801 Non-retail Active Non-

retail
7324 732400 O’Fallon MO 20 O’Fallon Square 63366 Closed Closed Store

Store
8701 870100 RIVERSIDE MO 761 Nw Parkway 64150 Non-retail Active Non-

retail

Group
4026 402600 St. Joseph MO 2901-5 N Belt Hwy 64506 Open Store Annc’d to
Close
2939 293900 Biloxi MS 2600 Beach Rd 39531 Open Store Open Store
7719 771900 Columbus MS 2308 Highway 45 N 39701 Open Store Annc’d to

Close
9520 952000 Gulfport MS 12057-A Highway 49 39503 Open Store Open Store
88776 8877600 Olive Branch MS 10425 Ridgewood Dr 38654 Non-retail Active Non-
retail
2106 210600 Tupelo MS 1001 Barnes Crossing Rd 38804 Open Store Open Store
9808 980800 Hamilton MT 1235 North First Street 59840 Open Store Open Store
4814 481400 Havre MT 3180 Highway 2 West 59501 Closed Closed Store
Store
7030 703000 Kalispell MT 2024 Us Hwy 2 E 59901 Open Store Open Store
3886 388600 Asheville NC 980 Brevard Road 28806 Open Store Open Store
4112 411200 Asheville NC 1001 Patton Ave 28806 Open Store Annc’d to
Close
50
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 99 of 125
2105 210500 Burlington NC 100 Colonial Mall 27215 Open Store Open Store
8319 831900 Charlotte NC 9801 A Southern Pine Blvd 28273 Non-retail Active Non-
retail
8822 882200 CHARLOTTE NC 4800 A Sirus Ln 28208 Non-retail Active Non-

retail
24005 2400500 CHARLOTTE NC 8301 Arrowridge Blvd; Suite A 28273 Non-retail Active Non-
retail

Group
7208 720800 Clemmons NC 2455 Lewisville-Clemmon 27012 Open Store Open Store
1045 104500 Durham-Northgate NC 1620 Guess Rd 27701 Open Store Open Store
1405 140500 Fayetteville NC 400 Cross Creek Mall 28303 Open Store Annc’d to
Close
2225 222500 Goldsboro NC 703 N Berkeley Blvd 27534 Open Store Annc’d to
Close
8704 870400 GREENSBORO NC 651A Brigham Rd 27409 Non-retail Active Non-

retail
24608 2460800 GREENSBORO NC 4523 Green Point Drive 27410 Non-retail Active Non-
retail
30961 3096103 GREENSBORO NC 300 PENRY RD 27405 Non-retail Active Non-

retail
2755 275500 Jacksonville NC 344 Jacksonville Mall 28546 Open Store Open Store
9619 961900 Morehead City NC 4841 Arendell St 28557 Open Store Open Store
9549 954900 Morganton NC 110-112 Bost Rd 28655 Open Store Open Store
51
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 100 of 125
1646 164600 Pineville NC 11033 Carolina Place Pkwy 28134 Open Store Annc’d to
Close
3667 366700 Raleigh NC 8701 Six Forks Road 27615 Open Store Open Store
4450 445000 Raleigh NC 4500 Western Blvd 27606 Open Store Annc’d to
Close
7385 738500 RALEIGH NC 819 E Six Forks Rd 27609 Non-retail Active Non-
retail

Group
1805 180500 Raleigh (Crabtree) NC 4601 Glenwood Ave Unit 1 27612 Open Store Annc’d to
Close
3808 380800 Statesville NC 1530 East Broad Street 28625 Open Store Annc’d to
Close
7626 762600 Waynesville NC 1300 Dellwood Road 28786 Open Store Open Store
3116 311600 Wilmington NC 815 S College Rd 28403 Closed Closed Store

Store
1375 137500 Winston Salem NC 3320 Silas Creek Pkwy 27103 Open Store Open Store
4272 427200 Bismarck ND 2625 State St 58503 Open Store Open Store
4057 405700 Fargo ND 2301 S University Dr 58103 Open Store Open Store
4022 402200 Grand Forks ND 1900 S Washington St 58201 Open Store Open Store
4353 435300 Minot ND 1-20Th Ave S E 58701 Open Store Open Store
9319 931900 Alliance NE 1515 W 3Rd 69301 Open Store Open Store
2421 242100 Grand Island NE 175 Conestoga Mall 68803 Open Store Open Store
52
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 101 of 125
2023 202300 Concord NH 270 Loudon Rd 03301 Open Store Open Store
3175 317500 Hooksett NH 1267 Hooksett Rd 03106 Open Store Open Store
8703 870300 Kingston NH 266 Route 125 03848 Non-retail Active Non-
retail
2443 244300 Manchester NH 1500 S Willow St 03103 Open Store Annc’d to

Close
1313 131300 Nashua NH 310 Daniel Webster Hwy Ste 102 03060 Open Store Open Store

Group
1313 131302 Nashua NH 310 Daniel Webster Hwy Ste 102 03060 Non-retail Active Non-
retail
2663 266300 Portsmouth NH 50 Fox Run Rd Ste 74 03801 Open Store Annc’d to
Close
1003 100300 Salem NH 77 Rockingham Park Blvd 03079 Open Store Annc’d to
Close
4448 444800 Salem NH 161 S Broadway 03079 Open Store Open Store
7048 704800 West Lebanon NH 200 S Main 03784 Open Store Open Store
3438 343800 Avenel NJ 1550 St George Ave 07001 Open Store Open Store
7177 717700 Belleville NJ 371-411 Main Street 07109 Open Store Open Store
1464 146400 Deptford NJ 1750 Deptford Cener Rd 08096 Open Store Annc’d to
Close
24603 2460300 EAST HANOVER NJ 50 Williams Parkway 07936 Non-retail Active Non-
retail
1204 120400 Freehold NJ 3710 US Hwy 9 Ste 1100 07728 Open Store Open Store
53
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 102 of 125
3393 339300 Glassboro NJ 779 Delsea Dr N 08028 Open Store Annc’d to

Close
3499 349900 Kearny NJ 200 Passaic Ave 07032 Open Store Open Store
9395 939500 Lawnside NJ 200 White Horse Pike 08045 Closed Closed Store
Store
1574 157400 Middletown NJ 1500 Highway 35 07748 Open Store Annc’d to

Close

Group
24649 2464900 MOORESTOWN NJ 41 TWISOME DR 08057 Non-retail Active Non-

retail
78714 7871400 Secaucus NJ 1000 New County Road 07094 Non-retail Active Non-
retail
8835 883500 SWEDESBORO NJ 2100 Center Square Road, Suite 125 (Bldg. K) 08085 Non-retail Active Non-
retail
3071 307100 Toms River NJ 213 Highway 37 E 08753 Open Store Open Store
4478 447800 Trenton NJ 1061 Whitehorse-Mercervil 08610 Open Store Open Store
7602 760200 Wall NJ 1825 Highway 35 07719 Open Store Open Store
8380 838000 WALL TOWNSHIP NJ 1324 Wyckoff Road 07753 Non-retail Active Non-
retail
1434 143400 Wayne NJ 50 Route 46 07470 Open Store Open Store
3056 305600 Wayne NJ 1020 Hamburg Turnpike 07470 Open Store Open Store
4470 447000 West Long Branch NJ 108 Monmouth Rd 07764 Open Store Open Store
9413 941300 West Orange NJ 235 Prospect Ave 07052 Open Store Open Store
54
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 103 of 125
3202 320200 Westwood NJ 700 Broadway 07675 Open Store Open Store
8905 890500 Albuquerque NM 5921 Midway Park Blvd NE 87109 Non-retail Active Non-
retail
1287 128700 Coronado NM 6600 Menaul Blvd Ne Ste 700 87110 Open Store Annc’d to
Close
2597 259700 Farmington NM 4601 E Main St 87402 Open Store Open Store
7035 703500 Farmington NM 3000 East Main St 87402 Open Store Open Store

Group
7016 701600 Hobbs NM 2220 North Grimes St 88240 Open Store Open Store
2527 252700 Las Cruces NM 700 S Telshor Blvd 88011 Open Store Open Store
3301 330100 Santa Fe NM 1712 St Michael’S Dr 87505 Open Store Open Store
3592 359200 Las Vegas NV 5051 E Bonanza Rd 89110 Open Store Open Store
8970 897000 LAS VEGAS NV 4320 N Lamb Blvd; Bldg 1 Ste 500 89115 Non-retail Active Non-
retail
5864 586400 Las Vegas - Showroom NV 7370 S Dean Martin Drive Suite 401 89139 Open Store Open Store
1328 132800 Las Vegas(Blvd) NV 3450 S Maryland Pkwy 89109 Open Store Open Store
1668 166800 Las Vegas(Meadows) NV 4000 Meadow Ln 89107 Open Store Open Store
5779 577900 Reno - McPhails Showroom NV 7525 Colbert Dr Ste 108 89511 Open Store Open Store
30960 3096000 SPARKS NV 1750 FRANKLIN WAY 89431 Non-retail Active Non-
retail
4741 474100 Batavia NY 8363 Lewiston Road 14020 Open Store Annc’d to
Close
55
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 104 of 125
9589 958900 Bath NY Plaza 15Route 415 14810 Open Store Open Store
9423 942300 Bridgehampton NY 2044 Montauk Hwy 11932 Open Store Open Store
9420 942000 Bronx NY 1998 Bruckner Blvd 10473 Open Store Open Store
3415 341500 Buffalo NY 1001 Hertel Avenue 14216 Open Store Open Store
1984 198400 Buffalo/Hamburg NY S 3701 Mckinley Pkwy 14219 Open Store Open Store
8854 885400 CHEEKTOWAGA NY 60 Industrial Parkway 14227 Non-retail Active Non-

retail

Group
1623 162300 Clay NY 4155 State Rt 31 13041 Closed Closed Store

Store
2453 245300 Glens Falls NY Aviation Rd 12804 Open Store Annc’d to

Close
9274 927400 Greenwich NY West Main St R D #1 12834 Open Store Open Store
7065 706500 Horseheads NY 1020 Center Street 14845 Open Store Open Store
9381 938100 Huntington NY 839 New York Ave 11743 Open Store Open Store
2584 258400 Lakewood NY Rt 394 & Hunt Blvd 14750 Open Store Annc’d to
Close
9415 941500 Mahopac NY 987 Route 6 10541 Open Store Annc’d to

Close
4034 403400 Mattydale NY 2803 Brewerton Rd 13211 Open Store Open Store
24601 2460100 MELVILLE NY 35 Melville Park Rd 11747 Non-retail Active Non-

retail
56
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 105 of 125
8959 895900 MENANDS NY 279 Broadway 12204 Non-retail Active Non-

retail
1414 141400 Nanuet NY 75 W Route 59 Ste 100 10954 Open Store Annc’d to
Close
2933 293300 New Hyde Park NY 1400 Union Tpke 11040 Open Store Annc’d to
Close
24593 2459300 NEW ROCHELLE NY 5 Plain Ave 10801 Non-retail Active Non-
retail
7749 774900 New York NY 250 W 34Th St 10119 Open Store Open Store

Group
7777 777700 New York NY 770 Broadway 10003 Open Store Open Store
2593 259300 Newburgh NY 1401 Route 300 12550 Open Store Open Store
4123 412300 Niagara Falls NY 2590 Military Rd 14304 Open Store Annc’d to
Close
4868 486800 Riverhead NY 605 Old Country Rd 11901 Open Store Annc’d to
Close
8102 810200 ROCHESTER NY 100 Mushroom Blvd 14623 Non-retail Active Non-
retail
2173 217300 Saratoga NY 3065 Route 50 12866 Open Store Open Store
3600 360000 Schenectady NY 93 West Campbell Rd 12306 Open Store Annc’d to

Close
7676 767600 Sidney NY 171 Delaware Ave 13838 Open Store Open Store
1624 162400 Staten Island NY 283 Platinum Ave 10314 Open Store Open Store
57
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 106 of 125
8753 875300 SYOSSET NY 225 Robbins Lane 11791 Non-retail Active Non-
retail
1584 158400 Victor NY 200 Eastview Mall 14564 Open Store Annc’d to
Close
2683 268300 Watertown NY I-81 & Arsenal Rt 3 13601 Open Store Open Store
7677 767700 Wellsville NY 121 Bolivar Rd 14895 Open Store Open Store
9392 939200 West Seneca NY 349 Orchard Park Rd 14224 Open Store Annc’d to
Close
1674 167400 White Plains NY 100 Main St 10601 Open Store Open Store

Group
9416 941600 White Plains NY 399 Tarrytown Rd 10607 Open Store Open Store
1733 173300 Yonkers NY Rte 87(Ny St)& Cross Ct Pkwy 10704 Open Store Open Store
9414 941400 Yorktown Heights NY Rte 118, 355 Downing Dr 10598 Open Store Open Store
1944 194400 Yorktown Hts NY 600 Lee Blvd 10598 Open Store Annc’d to
Close
7383 738300 Barberton OH 241 Wooster Rd North 44203 Open Store Open Store
3286 328600 Brunswick OH 3301 Center Rd 44212 Open Store Open Store
1410 141000 Canton OH 4100 Belden Village Mall 44718 Open Store Open Store
4937 493700 Chillicothe OH 1470 North Bridge Street 45601 Open Store Annc’d to
Close
1810 181000 Cincinnati-Eastgate OH 4595 Eastgate Blvd 45245 Open Store Open Store
3013 301300 Cleveland OH 7701 Broadview Road 44131 Open Store Open Store
58
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 107 of 125
8790 879000 CLEVELAND OH 4620 Hickley Industrial Pkwy 44109 Non-retail Active Non-
retail
8712 871200 COLUMBUS OH 1621 Georgesville Rd 43228 Non-retail Active Non-

retail
8862 886200 COLUMBUS OH 5330 Crosswind Dr; Ste A 43228 Non-retail Active Non-
retail
24545 2454500 COLUMBUS OH 2204 City Gate Drive 43219 Non-retail Active Non-
retail
1560 156000 Dayton Mall OH 2700 Miamisburg Centerville Rd 45459 Open Store Annc’d to
Close

Group
7209 720900 East Liverpool OH 15891 State Rt 170 43920 Open Store Annc’d to
Close
9096 909600 Fostoria OH 620 Plaza Dr 44830 Open Store Open Store
7595 759500 Gahanna OH 845 Claycraft Road 43230 Non-retail Active Non-
retail
7397 739700 Grove City OH 2400 Stringtown Road 43123 Open Store Open Store
30962 3096204 GROVEPORT OH 5765 GREEN POINTE DRIVE 43125 Non-retail Active Non-
retail
7644 764400 Harrison OH 10560 Harrison Avenue 45030 Open Store Open Store
25016 2501600 LEWIS CENTER OH 8482 COTTER ST 43035 Non-retail Active Non-
retail
7477 747700 Marietta OH 502 Pike Street 45750 Open Store Open Store
59
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 108 of 125
4257 425700 Middleburg Heights OH 17840 Bagley Rd 44130 Open Store Annc’d to
Close
1430 143000 Middleburg Hts OH 6950 W 130Th St 44130 Non-retail Active Non-
retail
8918 891800 MONROE OH 4425 Salzman Road 45044 Non-retail Active Non-
retail
1564 156400 Niles OH 5320 Youngstown Rd 44446 Open Store Annc’d to

Close
3243 324300 North Canton OH 1447 N Main St 44720 Open Store Open Store
1210 121000 Polaris OH 1400 Polaris Pkwy 43240 Open Store Open Store
2104 210400 St Clairsville OH Banfield Rd & I-70 43950 Open Store Open Store

Group
3142 314200 Tallmadge OH 555 South Ave 44278 Open Store Open Store
24538 2453800 WARRENSVLL HT OH 4829 Galaxy Pky 44128 Non-retail Active Non-
retail
4782 478200 Clinton OK 2501 Redwheat Drive 73601 Open Store Open Store
26716 2671600 LAWTON OK 416 Se F Ave 73501 Non-retail Active Non-

retail
2311 231100 Norman OK 3201 W Main St 73072 Open Store Annc’d to

Close
1091 109100 Okla City/Sequoyah OK 4400 S Western Ave 73109 Closed Closed Store
Store
8931 893100 OKLAHOMA CITY OK 1425 S Central 73129 Non-retail Active Non-
retail
60
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 109 of 125
4363 436300 TULSA OK 3643 S 73Rd East Ave 74145 Non-retail Active Non-
retail
24024 2402400 TULSA OK 12626 E. 60Th Street 74146 Non-retail Active Non-
retail
1151 115100 Tulsa Woodland Hls OK 6929 S Memorial Dr 74133 Open Store Annc’d to
Close
4455 445500 Beaverton OR 3955 S W Murray Blvd 97005 Open Store Annc’d to
Close
6374 637400 CLACKAMAS OR 14658 Se 82Nd Dr 97015 Non-retail Active Non-

retail
24562 2456200 Clackamas OR 16131 Se Evelyn Street 97015 Non-retail Active Non-
retail
3839 383900 Corvallis OR 400 North East Circle Blv 97330 Open Store Open Store

Group
8883 888300 EUGENE OR 4725 Pacific Ave 97402 Non-retail Active Non-
retail
1119 111900 Happy Valley OR 11800 SE 82nd Ave 97086 Open Store Annc’d to
Close
2179 217900 Medford OR 501 Medford Ctr 97504 Open Store Open Store
8228 822800 Portland OR 12402 Ne Marx Street 97230 Non-retail Active Non-
retail
8841 884100 PORTLAND OR 15427 Ne Airport Way 97230 Non-retail Active Non-
retail
2715 271500 Salem OR 955 Lancaster Dr Ne 97301 Open Store Annc’d to

Close
61
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 110 of 125
2119 211900 Salem(Lancaster) OR 827 Lancaster Dr Ne 97301 Open Store Annc’d to

Close
3888 388800 The Dalles OR 2640 West Sixth St 97058 Open Store Open Store
1079 107900 Washington Sq OR 9800 Sw Washington Square Rd 97223 Open Store Annc’d to
Close
3361 336100 Allentown PA 1502 South Fourth St 18103 Open Store Annc’d to
Close
8744 874400 ALLENTOWN PA 1820 Race Street 18109 Non-retail Active Non-
retail
2494 249400 Altoona PA 5580 Goods Lane Suite 1005 16602 Open Store Open Store
4150 415000 Altoona PA 528 W Plank Road 16602 Open Store Annc’d to
Close
8875 887500 Altoona PA 700 N Third Avenue 16601 Non-retail Active Non-
retail

Group
1454 145400 Bensalem/Crnwls Hts PA 100 Neshaminy Mall 19020 Open Store Annc’d to
Close
9161 916100 Berwick PA 1520 W Front St 18603 Open Store Open Store
24411 2441100 BRIDGEVILLE PA 300 Bursca Drive; Suite 303 15017 Non-retail Active Non-
retail
1711 171100 Camp Hill PA 3505 Capitol Hill City Mall Dr 17011 Open Store Open Store
7746 774600 Carlisle PA 1180 Walnut Bottom Rd 17013 Open Store Annc’d to
Close
3225 322500 Chambersburg PA 1005 Wayne Ave 17201 Open Store Open Store
62
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 111 of 125
8781 878100 Chambersburg PA 1475 Nitterhouse Dr 17201 Non-retail Active Non-

retail
7293 729300 Clifton Heights PA 713 E Baltimore Pike 19018 Open Store Open Store
3911 391100 Columbia PA 3975 Columbia Ave 17512 Open Store Open Store
3737 373700 Doylestown PA 4377 Route 313 18901 Open Store Open Store
2124 212400 Dubois PA 5522 Shaffer Rd Ste 129 15801 Open Store Annc’d to
Close
7192 719200 Easton PA 320 South 25Th Street 18042 Open Store Open Store
3266 326600 Edwardsville PA U S Route 11 Mark Plaza 18704 Open Store Open Store
3963 396300 Elizabethtown PA 1605 South Market Street 17022 Open Store Open Store
9662 966200 Ephrata PA 1127 S State St 17522 Open Store Open Store
4113 411300 Erie PA 2873 W 26Th Street 16506 Open Store Open Store

Group
24517 2451700 EXPORT PA 1022 Corporate Lane, Bldg #2 15632 Non-retail Active Non-
retail
8873 887300 GOULDSBORO PA 400 First Avenue 18424 Non-retail Active Non-
retail
2244 224400 Hanover PA 1155 Carlisle St Ste 5 17331 Closed Closed Store
Store
6814 681400 Hermitage PA 3235 E State-Shennango Vly Ml 16148 Open Store Annc’d to
Close
3597 359700 Holmes PA 600 Macdade Blvd 19043 Open Store Open Store
63
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 112 of 125
7470 747000 Hummelstown PA 1170 Mae Street 17036 Open Store Annc’d to
Close
1064 106400 Langhrn/Oxford Vly PA 2300 E Lincoln Hwy 19047 Open Store Annc’d to
Close
7699 769900 Lebanon PA 1745 Quentin 17042 Open Store Open Store
7372 737200 Leechburg PA 451 Hude Park Road 15656 Open Store Open Store
3884 388400 Matamoras PA 111 Hulst Dr, Ste 722 18336 Open Store Annc’d to
Close
433 43300 MIDDLETOWN PA 2040 N Union St 17057 Non-retail Active Non-

retail
8275 827500 Morrisville PA One Kresge Rd 19030 Non-retail Active Non-

retail
6254 625400 New Castle PA 2500 W State StUnion Plz 16101 Open Store Open Store
7083 708300 New Castle PA 2650 Ellwood Rd 16101 Open Store Open Store

Group
4054 405400 New Kensington PA 100 Tarentum Rd 15068 Open Store Annc’d to
Close
4064 406400 North Versailles PA 1901 Lincoln Hwy 15137 Open Store Open Store
3527 352700 Philadelphia PA 7101 Roosevelt Blvd 19149 Open Store Open Store
9409 940900 Phoenixville PA 1000 Nutt Rd 19460 Open Store Annc’d to

Close
4010 401000 Pittsburgh PA 880 Butler Street 15223 Open Store Annc’d to
Close
64
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 113 of 125
8724 872400 PITTSBURGH PA 27 51St St 15201 Non-retail Active Non-

retail
9438 943800 Pleasant Hills PA 720 Clairton Blvd/Rte 51 15236 Open Store Annc’d to
Close
1484 148400 Reading PA Warren St Bypass & Bern Rd 19610 Open Store Open Store
1034 103400 Ross Park PA 1008 Ross Park Mall Dr 15237 Closed Closed Store
Store
8976 897600 ROYERSFORD PA 477 N Lewis Rd 19468 Non-retail Active Non-

retail
24527 2452700 SHARON HILL PA 800 Calcon Hook Rd 19079 Non-retail Active Non-
retail
3136 313600 Shillington PA 1 Parkside Ave 19607 Open Store Open Store
1334 133400 South Hills PA 300 S Hills Vlg 15241 Closed Closed Store
Store
2605 260500 State College PA 183 Shiloh Rd 16801 Open Store Open Store

Group
8962 896200 STEELTON PA 1235 S Harrisburg St 17113 Non-retail Active Non-

retail
2074 207400 Stroudsburg PA 344 Stroud Mall 18360 Open Store Open Store
9539 953900 Thorndale PA 3205 Lincoln Hwy 19372 Open Store Annc’d to
Close
4713 471300 Towanda PA Rt #6 Brandford Town Ctr 18848 Open Store Open Store
3954 395400 Walnutport PA 400 North Best Ave 18088 Open Store Open Store
65
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 114 of 125
2114 211400 Washington PA 1500 W Chestnut St 15301 Open Store Open Store
7374 737400 West Chester PA 985 Paoli Pike 19380 Open Store Open Store
1154 115400 Whitehall PA 1259 Whitehall Mall 18052 Open Store Open Store
443 44300 WILKES BARRE PA Hanover Industrial Pk 13656 Non-retail Active Non-
retail
3268 326800 Wilkes-Barre PA 910 Wilkes Barre Twp Blvd 18702 Open Store Open Store
3390 339000 Williamsport PA 1915 E Third St 17701 Open Store Open Store
3810 381000 Willow Street PA 2600 N Willow Street Pike 17584 Open Store Open Store
3949 394900 Wind Gap PA 803 Male Rd 18091 Open Store Open Store
4732 473200 Aguadilla PR Road 2 Km 126.5 00605 Open Store Open Store
7566 756600 Arecibo PR State Road 2 Km 80.2 00612 Open Store Open Store
7570 757000 Bayamon PR Plaza Rio Hondo & Comerio Ave 00961 Open Store Open Store
7788 778800 Bayamon PR Pr 167 & Las Cumbres 00957 Open Store Open Store

Group
1085 108500 Caguas PR Intsctn St Rd Pr 1 & Pr 156 00725 Open Store Open Store
4858 485800 Caguas PR Calle Betances Final #400 00726 Open Store Open Store
7419 741900 Caguas PR Rafael Cordero & Hwy 30 00725 Open Store Open Store
1925 192500 Carolina PR Carolina S/C 00988 Open Store Open Store
7665 766500 Carolina PR 65Th Infantry Ave 00985 Open Store Open Store
66
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 115 of 125
7446 744600 Cayey PR Carr Rt #1 - Km 106 00736 Open Store Open Store
2085 208500 Fajardo PR State Rd 3 00738 Open Store Open Store
2675 267500 Guayama PR Road 3 Km.L34.7 00784 Open Store Open Store
7768 776800 Guaynabo PR Pr 20 And Esmeralda 00969 Open Store Open Store
7842 784200 HATO REY PR Plz Las Americas Mall 00918 Open Store Open Store
3993 399300 Juana Diaz PR State Rd 149&State Rd 584 00795 Open Store Open Store
1935 193502 Mayaguez PR 975 Hostos Ave Ste 110 00680 Non-retail Active Non-
retail
3882 388200 Mayaguez PR Pr Rte #2; Km 149.5 00680 Open Store Open Store
2385 238500 Naranjito PR El Mercado Plaza 00782 Open Store Open Store
1945 194500 Ponce PR Plaza Del Caribe 2050 (Rd 2) 00731 Open Store Open Store
1945 194502 Ponce PR Plaza Del Caribe 2050 (Rd 2) 00731 Non-retail Active Non-
retail
7741 774100 Ponce PR 2643 Ponce Bypass 00728 Open Store Open Store
4844 484400 Rio Piedras PR 9410 Ave Los Romeros 00926 Open Store Open Store

Group
3896 389600 San German PR Castro Perez Ave (Pr 122) 00683 Open Store Open Store
4490 449000 San Juan PR Caparra Hgts - San Patricio S/C Roosevelt & 00920 Open Store Open Store
San Patricio Avenues
4494 449400 Trujillo Alto PR 200 Carr 181 00976 Open Store Open Store
7784 778400 Vega Alta PR Carr 2, Estatal, Plaza Caribe Mall 00692 Open Store Open Store
67
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 116 of 125
7752 775200 Yauco PR Sr 128 @ Sr 2 Km 0.5 00698 Open Store Open Store
24560 2456000 CAYCE SC 2110 Commerce Dr 29033 Non-retail Active Non-

retail
4016 401600 Greenville SC Church St Extension 29605 Open Store Open Store
8846 884600 GREENVILLE SC 115 Haywood Rd 29607 Non-retail Active Non-

retail
8858 885800 Ladson SC 3831 Commercial Cneter Rd 29456 Non-retail Active Non-
retail
7616 761600 Lexington SC 748 W Main Street 29072 Open Store Open Store
7274 727400 Mauldin SC 129 West Butler Avenue 29662 Open Store Annc’d to
Close
2807 280700 Rock Hill SC 2197 Dave Lyle Blvd 29730 Open Store Open Store
7043 704300 Rock Hill SC 2302 Cherry Rd 29732 Open Store Annc’d to
Close
7062 706200 Sumter SC 1143 Broad St 29150 Open Store Open Store
4141 414100 West Columbia SC 1500 Charleston Hwy 29169 Open Store Open Store
4170 417000 Rapid City SD 1111 E North St 57701 Open Store Open Store

Group
7241 724100 Bartlett TN 8024 Stage Hills Blvd 38133 Non-retail Active Non-
retail
1115 111500 Chattanooga TN 2100 Hamilton Place Blvd 37421 Open Store Annc’d to
Close
68
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 117 of 125
8037 803700 CHATTANOOGA TN 6300 Enterprise Park Dr; Ste A 37416 Non-retail Active Non-
retail
2335 233500 Clarksville TN 2801 Wilma Rudolph Blvd 37040 Open Store Annc’d to
Close
1146 114600 Cordova TN 2800 N Germantown Prkway 38133 Open Store Annc’d to
Close
2036 203600 Jackson TN 2021 N Highland Ave 38305 Open Store Open Store
2265 226500 Johnson City TN 2011 N Roan St 37601 Open Store Open Store
7460 746000 Knoxville TN 6909 Maynardville Pike Ne 37918 Open Store Annc’d to
Close
8947 894700 KNOXVILLE TN 114 Sherlake Rd 37922 Non-retail Active Non-

retail
9621 962100 Lebanon TN 1443 W Main St 37087 Open Store Open Store
2156 215600 Maryville TN 198 Foothills Mall 37801 Open Store Open Store
8756 875600 Memphis TN 3952 Willow Lake Blvd; Bldg 5 38118 Non-retail Active Non-
retail
24542 2454200 MEMPHIS TN 1710 Shelby Oaks Drive 38133 Non-retail Active Non-
retail
2226 222600 Murfreesboro TN 1720 Old Fort Pkwy 37129 Open Store Open Store

Group
8206 820600 NASHVILLE TN 640 Thompson Lane 37211 Non-retail Active Non-
retail
24611 2461100 NASHVILLE TN 5010 Linbar Drive # 125 37211 Non-retail Active Non-
retail
69
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 118 of 125
9735 973500 Sevierville TN 217 Forks Of River Pkwy 37862 Open Store Open Store
1395 139500 West Town TN 7600H Kingston Pike 37919 Open Store Annc’d to
Close
1387 138700 Amarillo TX 7701 1-40 W 79121 Open Store Open Store
1137 113700 Austin TX 1000 E 41St 78751 Open Store Annc’d to

Close
1357 135700 Austin/Barton Creek TX 2901 S Capitol Of Texas Hwy 78746 Open Store Annc’d to
Close
1327 132700 Baytown TX 1000 San Jacinto Mall 77521 Open Store Annc’d to
Close
30954 3095400 Brownsville TX 2440 Pablo Kisel Blvd 78526 Closed Closed Store
Store
1217 121702 Corpus Christi TX 1305 Airline Rd 78412 Non-retail Active Non-
retail
8870 887000 DALLAS TX 1600 Roe St 75215 Non-retail Active Non-

retail
8021 802100 EL PASO TX 39B Concord 79906 Non-retail Active Non-

retail
24554 2455400 El Paso TX 1335 Geronimo Dr 79925 Non-retail Active Non-

retail

Group
1080 108000 Frisco TX 2605 Preston Rd 75034 Open Store Annc’d to

Close
447 44700 GARLAND TX 2775 W Miller Rd 75042 Non-retail Active Non-

retail
70
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 119 of 125
8907 890700 GARLAND TX 1501 Kings Rd 75042 Non-retail Active Non-

retail
8807 880700 GRAPEVINE TX 615 Westport Pkwy; Ste 200 76051 Non-retail Active Non-
retail
2537 253700 Harlingen TX 2002 S Expy 83 78552 Open Store Annc’d to

Close
24011 2401100 HOUSTON TX 10055 Regal Row 77040 Non-retail Active Non-
retail
1277 127700 Ingram TX 6301 Nw Loop 410 78238 Open Store Annc’d to
Close
2147 214700 Irving TX 2501 Irving Mall 75062 Open Store Annc’d to
Close
2487 248700 Killeen TX 2000 Killeen Mall 76543 Open Store Open Store
2247 224702 Laredo TX 5300 San Dario Ave 78041 Non-retail Active Non-
retail
2557 255700 Longview TX 3510 Mccann Rd 75605 Open Store Open Store
1247 124700 Lubbock TX 6002 Slide Rd 79414 Open Store Annc’d to

Close
4389 438900 McAllen TX 1801 South 10Th Street 78503 Open Store Open Store
7972 797200 McAllen TX 3701 North McColl 78503 Non-retail Active Non-
retail

Group
1067 106700 Memorial TX 303 Memorial City Mall 77024 Open Store Annc’d to
Close
71
LEGAL_US_E # 138776593.8
1121598.07C-CHISR02A - MSW
Pg 120 of 125
8922 892200 PFLUGERSVILLE TX 828 New Meister Lane, Suite 100 78660 Non-retail Active Non-
retail
1629 162900 Pharr TX 500 N. Jackson Road 78577 Open Store Open Store
9767 976700 PLANO TX 2301 West Plano Parkwayl, Suite 201 75075 Non-retail Active Non-
retail
2637 263700 Port Arthur TX 3100 FM 365 77642 Open Store Open Store
1207 120700 Richardson TX 201 S Plano Rd 75081 Open Store Open Store
1097 109700 San Antonio TX 2310 Sw Military Dr 78224 Open Store Open Store
8747 874700 SAN ANTONIO TX 1331 N Pine St 78202 Non-retail Active Non-
retail
9507 950700 SAN ANTONIO TX 1560 CABLE RANCH RD 78245 Non-retail Active Non-
retail
24029 2402900 SAN ANTONIO TX 5696 Randolph Blvd 78239 Non-retail Active Non-
retail
1127 112700 Shepherd TX 4000 N Shepherd Dr 77018 Open Store Open Store
1227 122700 Southwest Ctr TX 3450 W Camp Wisdom Rd 75237 Open Store Annc’d to
Close
2077 207700 Tyler TX 4701 S Broadway Ave 75703 Open Store Annc’d to
Close
2617 261700 Victoria TX 7508 N Navarro St 77904 Open Store Annc’d to

Close

Group
1367 136700 Waco TX 6001 W Waco Dr 76710 Open Store Open Store
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8948 894800 SALT LAKE CTY UT 175 W 1300 South 84115 Non-retail Active Non-
retail
24604 2460400 SALT LAKE CTY UT 2027 S 4130 W 84104 Non-retail Active Non-
retail
9794 979400 St. George UT 785 S Bluff 84770 Open Store Open Store
1888 188800 West Jordan UT 7453 S Plaza Center Dr 84084 Open Store Annc’d to
Close
1284 128400 Alexandria VA 5901 Duke St 22304 Open Store Open Store
4483 448300 Annandale VA 4251 John Marr Drive 22003 Open Store Annc’d to
Close
2435 243500 Charlottesville VA 1531Rio Rd E 22901 Open Store Open Store
3471 347100 Chesapeake VA 2001 South Military Hwy 23320 Open Store Open Store
8838 883800 CHESAPEAKE VA 713 Fenway Ave; Ste D 23323 Non-retail Active Non-
retail
1615 161500 Chspk/Greenbrier VA 1401 Greenbrier Pkwy 23320 Closed Closed Store
Store
8823 882300 DULLES VA 45065 Old Ox Rd 20166 Non-retail Active Non-

retail
1814 181400 Fairfax VA 12000 Fair Oaks Mall 22033 Open Store Annc’d to
Close
1024 102400 Falls Church VA 6211 Leesburg Pike 22044 Open Store Open Store
2694 269400 Fredericksburg VA 100 Spotsylvania Mall 22407 Open Store Open Store

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1575 157500 Hampton VA 100 Newmarket Fair Mall 23605 Open Store Annc’d to
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8836 883600 RICHMOND VA 4100 Tomlyn St 23230 Non-retail Active Non-

retail
24552 2455200 RICHMOND VA 5340 S Laburnum Ave 23231 Non-retail Active Non-
retail
7415 741500 Springfield VA 6364 Springfield Plaza 22150 Open Store Annc’d to
Close
3785 378500 Tabb VA 5007 Victory Blvd 23693 Open Store Open Store
1265 126500 Virginia Beach VA 4588 Virginia Beach Blvd 23462 Closed Closed Store
Store
7717 771700 Waynesboro VA 2712 W Main St 22980 Open Store Annc’d to

Close
7259 725900 Williamsburg VA 118 Waller Mill Rd 23185 Open Store Annc’d to
Close
2784 278400 Winchester VA 1850 Apple Blossom Dr 22601 Open Store Open Store
7413 741300 Frederiksted VI Remainder Matriculate #1 00840 Open Store Open Store
3972 397200 St. Croix VI Sunny Isle S/C, Space #1 00820 Open Store Open Store
3829 382900 St. Thomas VI 26 - A Tutu Park Mall 00802 Open Store Open Store
7793 779300 St. Thomas VI 9000 Lockhart Gdns S/C; Ste 1 00802 Open Store Open Store
45061 4506100 COLCHESTER VT 4 ACORN LANE 03848 Non-retail Active Non-

retail

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3133 313300 Bellingham WA 1001 E Sunset Drive 98226 Open Store Annc’d to
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2049 204900 Everett WA 1302 Se Everett Mall Way 98208 Open Store Open Store
2329 232900 Kennewick(Pasco) WA 1321 N Columbia Center Blvd 99336 Open Store Open Store
3413 341300 Kent WA 24800 W Valley Hwy 98032 Closed Closed Store
Store
8709 870900 KENT WA 7650 S 228Th St 98032 Non-retail Active Non-

retail
8897 889700 KENT WA 6250 S. 196Th Street 98032 Non-retail Active Non-
retail
2330 233000 Puyallup WA 3500 S MeridianSte 900 98373 Open Store Annc’d to
Close
2329 232902 Richland WA 1661 B Fowler St 99352 Non-retail Active Non-

retail
36692 3669200 Seattle WA 701 5th Ave 98104 Non-retail Active Non-
retail
38167 3816700 Seattle WA 1415 NE 45th Street 98105 Non-retail Active Non-
retail
24526 2452600 Seattle/Tukwilla WA 12628 Interurban Ave South 98168 Non-retail Active Non-
retail
8004 800400 Spokane WA 10424 W Aero Rd 99004 Non-retail Active Non-

retail
9480 948000 SPOKANE WA 12310 Mirabeau Parkway; Suite 500 99216 Non-retail Active Non-
retail

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2239 223900 Vancouver WA 8800 Ne Vancouver Mall Dr 98662 Open Store Annc’d to
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7034 703400 Walla Walla WA 2200 East Isaacs Ave 99362 Open Store Open Store
24555 2455500 BROOKFIELD WI 13040 W Lisbon Rd; Bldg 2 Ste 300 53005 Non-retail Active Non-
retail
8968 896800 JANESVILLE WI 3920 Kennedy Rd 53545 Non-retail Active Non-

retail
7648 764800 Mauston WI 800 North Union 53948 Open Store Open Store
8220 822000 NEW BERLIN WI 16255-16351 W LINCOLN AVE 53151 Non-retail Active Non-
retail
3692 369200 Oconomowoc WI 1450 Summit Avenue 53066 Open Store Open Store
3851 385100 Racine WI 5141 Douglas Ave 53402 Open Store Open Store
7649 764900 Ripon WI 1200 West Fond Du Lac St 54971 Open Store Open Store
8725 872500 VANDENBROEK WI N 168 Apoltolic Rd 54140 Non-retail Active Non-

retail
3750 375000 Waupaca WI 830 West Fulton St 54981 Open Store Open Store
8782 878200 WAUWATOSA WI 4320 N. 124Th Street 53222 Non-retail Active Non-
retail
6375 282601 Bridgeport WV 225 Meadowbrook Mall 26330 Open Store Open Store
4188 418800 Charleston WV 1701 4Th Ave W 25387 Open Store Annc’d to
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4442 444200 Charleston WV 6531 Mccorkle Avenue S E 25304 Open Store Open Store
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Unit RE ID NAME ST Address Zip Code Propert Status

yGroup
3484 348400 Elkview WV I-79/Us 43 Crossings Mall 25071 Open Store Open Store
3724 372400 Scott Depot WV 101 Great Teays Blvd 25560 Open Store Annc’d to
Close
2304 230400 Westover/Morgantown WV 9520 Mall Rd 26501 Open Store Annc’d to

Close
2341 234100 Casper WY 701 Se Wyoming Blvd 82609 Open Store Annc’d to
Close
4736 473600 Casper WY 4000 East 2Nd Street 82609 Open Store Annc’d to
Close
2371 237100 Cheyenne WY 1400 Del Range Blvd 82009 Close Closed Store
d
Store
4863 486300 Gillette WY 2150 South Douglas Hwy 82716 Open Store Annc’d to
Close
7139 713900 Jackson WY 510 S Hwy 89 83002 Open Store Open Store
30938 3093800 Glendale AZ 6767 West Bell Road 85308 Close Closed Store
d
Store
1121598.07C-CHISR02A - MSW

SEARS HOLDINGS BANKRUPTCY Doc 892 Intercreditor Agreement

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18-23538-rdd Doc 892 Filed 11/27/18 Entered 11/27/18 11:12:38 Main Document

WEIL, GOTSHAL & MANGES LLP

Attorneys for Debtors

UNITED STATES BANKRUPTCY COURT

NOTICE OF FILING OF DIP INTERCREDITOR AGREEMENT

PLEASE TAKE NOTICE that beginning on October 15, 2018, (the

Southern District of New York (the “Court”).

PLEASE TAKE FURTHER NOTICE that on the Commencement Date, the

[ECF. 872] (together, the “DIP Motion”).

filed the Notice of Filing of Superpriority Senior Secured Debtor-In-Possession Asset-Based

of Amended Superpriority Senior Secured Debtor-In-Possession Asset-Based Credit Agreement

[ECF No. 885].

Agreement subject to ongoing review [ECF. 881].

PLEASE TAKE FURTHER NOTICE that annexed hereto as Exhibit 1 is the

DIP Intercreditor Agreement.

PLEASE TAKE FURTHER NOTICE that a hearing to consider approval of the

Dated: November 27, 2018

/s/ Sunny Singh

Attorneys for Debtors

DIP Intercreditor Agreement

ARTICLE 7 MISCELLANEOUS ............................................................................................. 34

Schedule 1 Specified Collateral Cause of Action

Schedule 2 Other Specified Collateral Assets

Schedule 3 Certain Prepetition Unencumbered Collateral

DIP INTERCREDITOR AGREEMENT

THIS DIP INTERCREDITOR AGREEMENT (as amended, supplemented, restated or

A. On October 15, 2018 (the “Petition Date”), Sears Holdings Corporation, a

C. Pursuant to that certain Superpriority Senior Debtor-In-Possession Asset-Based

UCC Definitions. Unless otherwise defined herein, all capitalized terms

Other Definitions. Subject to Section 1.1, as used in this Agreement, the

“Carve-Out” shall have the meaning provided in the Financing Orders.

“Exercise Any Secured Creditor Remedies” or “Exercise of Secured Creditor Remedies”

(d) the appointment, on the application of a Secured Party, of a receiver,

“Person” shall mean an individual, partnership, corporation, limited liability company,

Rules of Construction. Unless the context of this Agreement clearly

Prepetition ABL Prepetition Prepetition Specified Collateral

Prepetition LC 2018 FILO Adequate 2018 FILO Adequate Prepetition LC Facility

Waiver of Right to Contest Liens.

(b) Notwithstanding the provisions of Section 2.3(a) or any other provision of

Waiver of Marshaling. Until the Discharge of Senior DIP Obligations, the

ACTIONS OF THE PARTIES

Agent for Perfection.

Insurance. Proceeds of Collateral include insurance proceeds and,

No Additional Rights For the Loan Parties Hereunder. Subject to the

Payments Over. So long as the Discharge of Senior DIP Obligations has

(i) with respect to Collateral consisting of Prepetition ABL

sixth, the balance, if any, as set forth in the Financing Orders;

(ii) with respect to Prepetition Encumbered Collateral,

fifth, the balance, if any, as set forth in the Financing Orders;

(iii) with respect to Collateral consisting of Prepetition

first, to the Winddown Account until $200,000,000, but no more than

(iv) with respect to the Specified Collateral,

first, to the Winddown Account until $200,000,000, but no more than

third, the balance, if any, as set forth in the Financing Orders.

(c) Limited Obligation or Liability. In exercising remedies, whether as a

INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS

Notice of Acceptance and Other Waivers.

Modifications to Senior DIP Documents and Junior DIP Documents.

(i) any amendment to the term “Borrowing Base” in the Senior

(ii) any amendment to the term “Excess Availability” in the

(iii) any increase in the sum of the outstanding aggregate

(v) any amendment or modification of the reserves used in

(vi) the making of any “Overadvance” as defined in the Senior

(vii) any waiver of the requirement to deliver inventory appraisals