SEARS HOLDINGS Bankruptcy Doc 1436 Junior Dip

18-23538-rdd Doc 1436 Filed 12/28/18 Entered 12/28/18 12:42:16 Main Document
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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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FINAL JUNIOR DIP ORDER
(I) AUTHORIZING THE DEBTORS TO (A) OBTAIN
POST-PETITION FINANCING AND (B) GRANT SECURED PRIMING LIENS
AND SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS; (II) MODIFYING
THE AUTOMATIC STAY; AND (III) GRANTING RELATED RELIEF
Upon the motion (the “Motion”) of Sears Holdings Corporation (“Holdings”) and
its affiliated debtors, as debtors and debtors-in-possession (collectively, the ”Debtors”) in the
above-captioned chapter 11 cases (the ”Chapter 11 Cases”) pending in the United States
Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking entry
of an interim order (the “Interim Junior DIP Order”) and a final order (this “Final Junior DIP Order”
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.
WEIL:\96856293\2\73217.0004
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and, together with the Interim Junior DIP Order, the “Junior DIP Orders”) providing for, among
other things, the following relief:
(i) authorizing Sears Roebuck Acceptance Corp., a Delaware corporation, (“SRAC”),

and Kmart Corporation, a Michigan corporation (“Kmart”, and together with
SRAC, the “Junior DIP Borrowers”) to borrow, and each of the other Debtors, to
guarantee (in such capacity, the “Junior DIP Guarantors” and, together with the
Junior DIP Borrowers, the “Junior DIP Obligors”), a secured debtor-in-possession
superpriority priming multiple draw term loan credit facility (the “Junior DIP
Facility”), in an aggregate principal amount of up to $350,000,000 on the terms and
conditions set forth in the Junior DIP Credit Agreement, a copy of which, in
substantially final form, is attached hereto as Exhibit B (the ”Junior DIP Credit
Agreement”), among the Debtors, Cantor Fitzgerald Securities, as administrative
agent (“Junior DIP Administrative Agent”) and collateral agent (in both capacities
collectively, the ”Junior DIP Agent”), the term loan lenders from time to time party
thereto (the “Junior DIP Lenders,” and together with the Junior DIP Agent, the
“Junior DIP Credit Parties”), allocated and made available to the Junior DIP
Borrowers as follows:
(a) upon entry of the Interim Junior DIP Order, subject to the terms and
conditions set forth in the Junior DIP Credit Agreement and the
Interim Junior DIP Order, a term loan credit facility with aggregate initial
commitments of up to $250,000,000 (“Initial Junior DIP Commitments”);
(b) upon entry of this Final Junior DIP Order, subject to the terms and
conditions set forth in the Junior DIP Credit Agreement, the Junior DIP
Documents and the Final Junior DIP Order, a term loan credit facility with
aggregate commitments of up to $350,000,000 (the “Junior DIP
Commitments”) and the advances made pursuant thereto, (the “Junior DIP
Advances”, and together with the Junior DIP Commitments including the
Initial Junior DIP Commitments and all other obligations under the
Junior DIP Documents (as defined below), the “Junior DIP Secured
Obligations”);
(ii) authorizing the Junior DIP Obligors to execute, deliver and abide by (x) the Junior
DIP Credit Agreement, (y) the DIP Intercreditor Agreement (as defined below) and
(z) any other agreements, instruments, pledge agreements, guarantees, control
agreements and other loan documents related to any of the foregoing (including any
security agreements, intellectual property security agreements, notes, blocked
account agreements, deposit account control agreements, securities account control
agreements, credit card acknowledgements, credit card agreements, collateral
access agreements, landlord agreements, warehouse agreements, bailee agreements,
carrier agency agreements, customs broker agency agreements, subordination
agreements (including any intercompany subordination agreements), and freight
forwarder agreements, and all Uniform Commercial Code filings and all filings
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with the United States Patent and Trademark Office or the United States Copyright
Office with respect to the recordation of an interest in the intellectual property of
the Debtors) (each of the foregoing, as amended, restated, supplemented, waived,
and/or modified from time to time, and collectively, with the Junior DIP Credit
Agreement, and the DIP Intercreditor Agreement, the “Junior DIP Documents”),
and to perform such other acts as may be necessary or desirable in connection with
the Junior DIP Documents;
(iii) authorizing the Junior DIP Administrative Agent to terminate any of its obligations
under the Junior DIP Documents upon the occurrence and continuance of a
Termination Event (as defined below), which includes an Event of Default (as
defined in the Junior DIP Documents);
(iv) as collateral security for all Junior DIP Secured Obligations, granting to the Junior
DIP Agent, for itself and for the benefit of all Junior DIP Credit Parties, in
accordance with the relative priorities set forth in the Junior DIP Orders and in that
certain DIP Intercreditor Agreement by and between the Junior DIP Agent and the
DIP ABL Agents (the “DIP Intercreditor Agreement”), and in each case subject to
the Carve-Out (as defined below), as more fully described herein including
paragraphs O(d), 11, 13 and 14 with respect to, among other things, use of Cash
Collateral and priority:
(a) pursuant to sections 364(c)(1), 503(b), and 507(a)(2) of title 11 of the

United States Code (the “Bankruptcy Code”), joint and several
superpriority allowed administrative priority expense claims in each of the
Junior DIP Obligors’ Chapter 11 Cases and any Successor Cases (as
defined below); provided, however, that such claims shall be of equal
priority to the DIP ABL Superpriority Claims (as defined in the DIP ABL
Order) granted to the DIP ABL Control Co-Collateral Agent (as defined in
the DIP ABL Order) under the postpetition financing order entered October
16, 2018 [ECF No. 101] (the “Interim DIP ABL Order”, and together with
any final DIP ABL order [ECF No. 955] (the “Final DIP ABL Order”)
entered by the Bankruptcy Court approving the DIP ABL Credit Facility,
the “DIP ABL Order”).
(b) pursuant to section 364(c)(3) of the Bankruptcy Code, an automatically

perfected junior security interest in and lien on the Prepetition ABL
Collateral and all proceeds thereof;
(c) pursuant to section 364(d) of the Bankruptcy Code, an automatically

perfected junior security interest in and lien on all property (including all
proceeds thereof) of the Junior DIP Obligors’ estates (other than the
Prepetition ABL Collateral) that is subject to valid and perfected liens and
security interests in favor of third parties existing on the Petition Date (as
defined below), junior only to (i) such valid and perfected liens and security
interests in such property in favor of such third parties as of the Petition
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Date, (ii) the Senior Permitted Liens (as defined in the Junior DIP
Documents), and (iii) the DIP ABL Liens;
(d) pursuant to section 364(d) of the Bankruptcy Code, an automatically

perfected security interest in and lien on (i) all of the rights, title and interest
of any Junior DIP Obligor in that certain cause of action identified on
Schedule 1 hereto, and (ii) all of the rights, title and interest of any
Junior DIP Obligor in the assets set forth in Schedule 2 hereto and all books,
records, documents and data related thereto and all proceeds thereof,
pari passu with the DIP ABL Liens; and
(e) pursuant to section 364(d) of the Bankruptcy Code, an automatically

perfected security interest in and lien on all unencumbered assets, and all
proceeds (other than the collateral described above in (i)(d)) of the
Junior DIP Obligors’ estates that are not subject to a valid and perfected lien
on the Petition Date (including all unencumbered assets created or acquired
after the Petition Date, excluding, for the avoidance of doubt, any such
assets that constitute Prepetition ABL Collateral and, without limitation,
specifically including those assets described on Schedule 3 hereto) junior
only to the Carve-Out and the DIP ABL Liens2;
(v) authorizing and directing the Junior DIP Obligors to pay the principal, interest, fees,
expenses and other amounts payable under the Junior DIP Documents as they are
earned, due and payable in accordance with the terms of the Junior DIP Documents
and the Junior DIP Orders;
(vi) [RESERVED];
(vii) [RESERVED];
(viii) solely upon entry of this Final Junior DIP Order, the waiver by the Junior DIP
Obligors for the benefit of the Junior DIP Credit Parties (solely in their capacities as
such) of (a) any right to surcharge the Junior DIP Collateral pursuant to
section 506(c) of the Bankruptcy Code, (b) any rights under the “equities of the
case” exception in section 552(b) of the Bankruptcy Code, and (c) the equitable
doctrine of “marshaling” or any similar doctrine with respect to the Junior DIP
Collateral;
2 Upon entry of this Final Junior DIP Order, all of the proceeds (the “Avoidance Action Proceeds”) of the Junior
DIP Obligors claims and causes of action arising under sections 502(d), 544, 545, 547, 548, 549, 550 and 553 of
the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state law
(the “Avoidance Actions”) and the proceeds of any and all claims or causes of action against current or former
directors and officers of any Junior DIP Obligor including, without limitation, any claim for or relating to a breach
of fiduciary duty by any such director or officer (“D&O Claims”) shall constitute Junior DIP Collateral.
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(ix) vacating and modifying the automatic stay under section 362 of the Bankruptcy
Code to the extent necessary to implement and effectuate the terms of the
Junior DIP Orders and the Junior DIP Documents;
(x) pursuant to Bankruptcy Rules 4001(b)(2) and 4001(c)(2), requesting a hearing be

held before the Bankruptcy Court to consider entry of the Interim Junior DIP Order
(the “Interim Hearing”) to authorize on a interim basis a multiple draw borrowing
under the Junior DIP Documents in an aggregate amount of up to $250 million;
(xi) approving the DIP Intercreditor Agreement; and
(xii) scheduling a final hearing (the “Final Hearing”) to approve the Motion and
consider entry of the Final Junior DIP Order.
The Interim Hearing having been held before the Bankruptcy Court on
November 27, 2018, and the Final Hearing having been held before the Bankruptcy Court on
December 20, 2018, each pursuant to Bankruptcy Rules 4001(b)(2) and 4001(c)(2); and upon all
of the pleadings filed in connection with the Motion; and upon the record made by the Junior DIP
Obligors at the Interim Hearing and the Final Hearing and the representations made thereat; and
after due deliberation and consideration and sufficient cause appearing therefor:
THE BANKRUPTCY COURT HEREBY FINDS AND CONCLUDES AS FOLLOWS:3
A. Petition Date. On October 15, 2018 (the “Petition Date”), each of the Debtors
except for SHC Licensed Business LLC and SHC Promotions LLC filed a voluntary petition for
relief under chapter 11 of the Bankruptcy Code in 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.
3 The findings and conclusions set forth herein constitute the Bankruptcy Court's findings of fact and conclusions of
law pursuant to Bankruptcy Rule 7052. To the extent any findings of fact constitute conclusions of law, they are
adopted as such. To the extent any conclusions of law constitute findings of fact, they are adopted as such.
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B. Joint Administration. On the Petition Date, the Bankruptcy Court entered an order
approving the joint administration of the Chapter 11 Cases. On November 6, 2018, the Bankruptcy
Court entered an order approving the joint administration of the chapter 11 cases of SHC Licensed
Business LLC and SHC Promotions LLC with the other Debtors’ chapter 11 cases.
C. Debtors in Possession. The Debtors are continuing in the management and
operation of their businesses and properties as debtors in possession pursuant to sections 1107
and 1108 of the Bankruptcy Code.
D. Official Committees. No trustee or examiner has been appointed in these
Chapter 11 Cases as of the date of this Final Junior DIP Order. The Official Committee of
Unsecured Creditors (the “Creditors’ Committee”) was appointed in these Chapter 11 Cases on
October 24, 2018 [ECF No. 276].
E. Jurisdiction and Venue. The Bankruptcy Court has jurisdiction over these
proceedings pursuant to 28 U.S.C. §§ 157(a)-(b) and 1334(b). This is a core proceeding pursuant
to 28 U.S.C. § 157(b)(2). The Bankruptcy Court may enter this Final Junior DIP Order consistent
with Article III of the United States Constitution. Venue for the Chapter 11 Cases is proper in this
district pursuant to 28 U.S.C. §§ 1408 and 1409. The predicates for the relief set forth herein are
sections 105, 361, 362, 363(c), 363(e), 364(c), 364(d), 364(e), 503, 506 and 507 of the Bankruptcy
Code, Bankruptcy Rules 2002, 4001, 6003, 6004 and 9014, and Rule 4001-2 of the Local
Bankruptcy Rules for the Southern District of New York (the “Local Bankruptcy Rules”).
F. Notice. Adequate and sufficient notice of the Motion has been provided in
accordance with the Bankruptcy Code, the Bankruptcy Rules and the Local Bankruptcy Rules, and
no other or further notice of the Motion, the Interim Junior DIP Order, or this Final Junior DIP
Order shall be required.
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G. DIP ABL Facility. On November 30, 2018, the Bankruptcy Court entered the
DIP ABL Order [ECF No. 955]. Capitalized terms used but not defined herein have the meanings
ascribed to them in the DIP ABL Order.
H. Debtors’ Stipulations. The Junior DIP Credit Parties have relied upon the Debtors’
Stipulations (as defined in the DIP ABL Order) and are entitled to rely upon the Debtors’
Stipulations as if fully set forth herein; provided that nothing in this Final Junior DIP Order shall
alter, modify, or affect the finality of the Debtors’ Stipulations as set forth in the DIP ABL Order;
provided further, that none of the Debtors’ Stipulations shall apply to ESL Investments, Inc. or any
of its affiliates (including any fund in which ESL or any affiliate of ESL acts as investment
manager, investment advisor, general partner, managing member or in any similar capacity, the
“ESL Affiliates,” and together with ESL Investments, Inc., “ESL”), or any other insider or such
insider’s affiliates (a “Non-ESL Insider”). For the avoidance of doubt any reference to “insider” or
“Non-ESL Insider” in this Final Junior DIP Order shall not include the Sears Holdings Pension
Plan.
I. [RESERVED].
J. [RESERVED].
K. Validity of Prepetition Obligations/Prepetition Collateral related to ESL and Any
Other Insider. Nothing herein shall constitute a finding or ruling by this Court in favor of ESL, or
any Non-ESL Insider, that any Prepetition Obligation and/or Prepetition Lien in respect of any
Prepetition Obligations owned by ESL (collectively, the “ESL Debt”), or any Non-ESL Insider, is
valid, senior, enforceable, prior, perfected, or non-avoidable, provided, however there shall be no
effect or impact on (i) any Prepetition ABL Obligations owed to any person or entity other than
ESL, or any Non-ESL Insider, (ii) any of the Prepetition ABL Liens, or (iii) any adequate
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protection granted to the Prepetition ABL Credit Parties pursuant to and in accordance with the
terms of the DIP ABL Orders; notwithstanding anything to the contrary herein, with respect to
(ii) or (iii) of this proviso, ESL, or any Non-ESL Insider, shall not be entitled to any proceeds or
other distributions on account of such Prepetition ABL Liens, Adequate Protection Liens,
prepetition claims, or Adequate Protection Claims absent further order of the Bankruptcy Court;
provided that this sentence shall not apply to the cash payment of post-petition interest on the
Prepetition ABL Obligations as adequate protection, subject to any rights of the Debtors or the
Creditors’ Committee to seek disgorgement of any such adequate protection payments from ESL,
any Non-ESL Insider, or any of their respective immediate or mediate transferees. Moreover,
nothing shall prejudice the rights of any party-in-interest, including, but not limited to the Debtors
or the Creditors’ Committee, to challenge the validity, priority, enforceability, seniority,
avoidability, perfection, or extent of any alleged ESL Debt and/or related security interests or
Prepetition Obligations and/or related security interests owned by any Non-ESL Insider, provided,
however there shall be no effect or impact on (i) any Prepetition ABL Obligations owed to any
person or entity other than ESL, or any Non-ESL Insider, (ii) any of the Prepetition ABL Liens, or
(iii) any Adequate Protection Liens granted to the Prepetition ABL Credit Parties; notwithstanding
anything to the contrary herein, with respect to (ii) or (iii) of this proviso, ESL, or any Non-ESL
Insider, shall not be entitled to any proceeds or other distributions on account of such
Prepetition ABL Liens, Adequate Protection Liens, prepetition claims, or Adequate Protection
Claims absent further order of the Bankruptcy Court; provided that this proviso shall not apply to
the cash payment of post-petition interest on the Prepetition ABL Obligations as adequate
protection, subject to any rights of the Debtors or the Creditors’ Committee to seek disgorgement
of any such adequate protection payments from ESL, any Non-ESL Insider, or any of their
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respective immediate or mediate transferees. For the avoidance of doubt, nothing herein shall be
deemed a waiver of (a) the provisions of section 506(c) of the Bankruptcy Code, (b) any “equities
of the case” under section 552(b) of the Bankruptcy Code, or (c) the equitable doctrine of
“marshaling” or any similar doctrine with respect to any ESL Debt or Prepetition Obligations
owned by any Non-ESL Insider, collateral securing any ESL Debt or Prepetition Obligations
owned by any Non-ESL Insider, in each case, after payment in full of all Junior DIP Obligations
and Prepetition ABL Obligations not constituting ESL Debt or Prepetition Obligations owned by
any Non-ESL Insider. Nothing in this paragraph shall affect or impact the Prepetition ABL
Obligations that are not owned by ESL, or any Non-ESL Insider, or Prepetition ABL Liens
securing such obligations, or any adequate protection granted to the Prepetition ABL Credit
Parties other than ESL, or any Non-ESL Insider.
L. Cash Collateral. The Junior DIP Obligors represent that all of the Junior DIP
Obligors’ cash, including the cash in their deposit accounts, wherever located, whether as original
collateral or proceeds of other Prepetition ABL Collateral, constitutes Cash Collateral and is
Prepetition ABL Collateral but not Prepetition Second Lien Collateral.
M. Permitted Prior Liens. Nothing herein shall constitute a finding or ruling by this
Court that any alleged Permitted Prior Lien (as defined in the Junior DIP Credit Agreement) is
valid, senior, enforceable, prior, perfected, or non-avoidable. Moreover, nothing shall prejudice
the rights of any party-in-interest, including, but not limited to the Debtors, the DIP ABL Credit
Parties, the Junior DIP Credit Parties, the Prepetition Credit Parties, or the Creditors’ Committee,
to challenge the validity, priority, enforceability, seniority, avoidability, perfection, or extent of
any alleged Permitted Prior Lien and/or security interests. For the avoidance of doubt, nothing
herein shall be deemed a waiver of (a) the provisions of section 506(c) of the Bankruptcy Code, (b)
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any “equities of the case” under section 552(b) of the Bankruptcy Code, or (c) the equitable
doctrine of “marshaling” or any similar doctrine with respect to the Permitted Prior Liens,
provided that the lack of such a waiver shall not adversely affect in any manner the Prepetition
ABL Credit Parties, the DIP ABL Credit Parties, or the Junior DIP Credit Parties, provided,
further that any attempts or efforts to invoke the provisions referenced in clauses (a) through (c) of
this sentence shall be subject in all respects to the prior written consent of the DIP ABL Agent, and
the Prepetition ABL Agents until the payment in full in cash of all the DIP ABL Obligations and
Prepetition ABL Obligations, respectively.
N. [RESERVED].
O. Findings Regarding DIP Financing.
a. Good Cause. Good cause has been shown for the entry of this Final Junior
DIP Order, and the Junior DIP Obligors’ have exercised good business judgment in seeking such
relief, which is necessary to each of them and in the best interests of their respective estates and
creditors. All objections to the Motion have been resolved as set forth herein or are otherwise
overruled by the Bankruptcy Court at the Final Hearing.
b. Request for Post-Petition Financing. The Junior DIP Obligors have
sought authority to enter into the Junior DIP Documents. The Junior DIP Credit Parties shall have
no obligation to make or be deemed to have made loans, advances or other extensions of credit
under the Junior DIP Facility except to the extent required under the respective Junior DIP
Documents and shall have no obligation to waive any conditions required thereunder. The Junior
DIP Obligors have sought authority to use Cash Collateral on the terms described in the Final DIP
ABL Order, and in accordance with the Approved Budget, to administer their Chapter 11 Cases
and fund their operations.
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c. Need for Post-Petition Financing. The Debtors’ need to obtain credit as
set forth in the Junior DIP Documents is immediate and critical in order to, among other things,
enable the Debtors to continue operations and to administer and preserve the value of their estates.
The ability of the Debtors to maintain business relationships, pay employees, protect the value of
their assets and otherwise finance their operations requires the availability of working capital from
the Junior DIP Facility, the absence of either of which would immediately and irreparably harm
the Debtors, their estates, creditors and other stakeholders, and the possibility for maximizing the
value of their businesses. The Debtors do not have sufficient available sources of working capital
and financing to operate their business or to maintain their properties in the ordinary course of
business without the Junior DIP Facility. Consummation of the financing contemplated by the
Junior DIP Documents, pursuant to the terms of this Final Junior DIP Order therefore are in the
best interests of the Debtors’ estates.
d. No Credit Available on More Favorable Terms. Given their current
financial condition, financing arrangements, and capital structure, despite diligent efforts, the
Junior DIP Obligors are unable to reasonably obtain junior post-petition financing from sources
other than the Junior DIP Lenders on terms more favorable than those set forth in the Junior DIP
Documents. The Junior DIP Obligors have been unable to obtain adequate unsecured credit
allowable under section 503(b)(1) of the Bankruptcy Code as an administrative expense. The
Junior DIP Obligors have also been unable to obtain junior secured credit from other sources on
better terms: (a) solely having priority over that of administrative expenses of the kind specified in
sections 503(b), 507(a) and 507(b) of the Bankruptcy Code; (b) secured only by a lien on property
of the Junior DIP Obligors and their estates that is not otherwise subject to a lien; or (c) secured
solely by a junior lien on property of the Junior DIP Obligors and their estates that is already
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subject to a prepetition lien. Further, the (i) DIP ABL Loan Parties consent to the pari passu
sharing of liens on Specified Collateral with the Junior DIP Obligors, on the terms and conditions
set forth in the DIP Intercreditor Agreement, (ii) no Prepetition Credit Party has objected to the
priority of the Adequate Protection Liens set forth in the DIP ABL Final Order, subject to entry of
the DIP ABL Final Order, and this Final Junior DIP Order, and (iii) the adequate protection
provided in the DIP ABL Orders is sufficient to satisfy the requirements of section 364(d) of the
Bankruptcy Code. Junior priority financing on a post-petition basis is not otherwise available
without granting the Junior DIP Agent, for itself and for the benefit of all of the other Junior DIP
Credit Parties: (i) perfected security interests in and liens on (each as provided herein) all of the
Junior DIP Obligors’ existing and after-acquired assets with the priorities set forth herein;
(ii) superpriority claims; and (iii) the other protections set forth in this Final Junior DIP Order.
1. Use of Proceeds; Approved Budget. As a condition to entry into the
Junior DIP Documents, the extensions of credit under the Junior DIP Facility, the Junior DIP
Lenders require, and the Junior DIP Obligors have agreed, that proceeds of the Junior DIP Facility
and Cash Collateral shall be used in accordance with the terms of the Junior DIP Documents, and
the DIP ABL Documents, including the Approved Budget, which shall be subject to (a) such
variances as may be permitted by the Junior DIP Documents, (b) this Final Junior DIP Order, and
(c) the Carve-Out. The Junior DIP Obligors shall not directly or indirectly pay any expense or
other disbursement other than those set forth in the Approved Budget or the Carve-Out. The
proceeds of the Junior DIP Facility shall be used solely as provided in the Junior DIP Documents
and the proceeds of the Junior DIP Facility and Cash Collateral shall be used solely in accordance
with the Approved Budget (subject to the Carve-Out).
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2. Willingness to Provide Financing. The Junior DIP Lenders have indicated
a willingness to provide financing to the Junior DIP Obligors, subject to the entry of this
Final Junior DIP Order, including findings that such financing is essential to the Junior DIP
Obligors’ estates, that the Junior DIP Lenders are extending credit to the Junior DIP Obligors as
set forth in the Junior DIP Documents in good faith, and that the Junior DIP Credit Parties’ claims,
superpriority claims, security interests, liens, rights, and other protections will have the protections
provided in section 364(e) of the Bankruptcy Code and will not be affected by any subsequent
reversal, modification, vacatur, amendment, reargument or reconsideration of the Interim Junior
DIP Order, this Final Junior DIP Order or any other order. As a condition to the entry into the
Junior DIP Documents and the extensions of credit under the Junior DIP Facility, the Junior DIP
Obligors, the Junior DIP Agent, and the other Junior DIP Credit Parties have agreed that proceeds
of Junior DIP Collateral and all payments and collections received by the Junior DIP Obligors
shall be applied solely as set forth in the Junior DIP Documents and the Junior DIP Orders.
3. Business Judgment and Good Faith Pursuant to Section 364(e). The
extension of credit under the Junior DIP Facility and the Junior DIP Documents on the terms set
forth herein are fair, reasonable, and the best available to the Junior DIP Obligors under the
circumstances, reflect the Junior DIP Obligors’ exercise of sound and prudent business judgment,
are supported by reasonably equivalent value and consideration, and were entered into at
arm's-length, under no duress, and without undue influence, negligence or violation of public
policy or law. The Junior DIP Documents and the Junior DIP Facility were negotiated in good
faith and at arm's length among the Junior DIP Obligors, DIP ABL Loan Parties, certain of the
Prepetition Credit Parties, the DIP ABL Credit Parties, and the Junior DIP Credit Parties, under no
duress, and without undue influence, in respect of all actions taken by them in connection with or
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related in any way to negotiating, implementing, documenting, or obtaining the requisite approvals
of the Junior DIP Facility including in respect of the granting of the Junior DIP Liens, any
challenges or objections to the Junior DIP Facility, and all documents related to any and all
transactions contemplated by the foregoing. Any credit to be extended as set forth in this Final
Junior DIP Order and in the Junior DIP Documents shall be deemed to have been so allowed,
advanced, made, used or extended in good faith, and for valid business purposes and uses, within
the meaning of section 364(e) of the Bankruptcy Code, and the Junior DIP Credit Parties are
therefore entitled to the protections and benefits of section 364(e) of the Bankruptcy Code and this
Final Junior DIP Order, and therefore, the claims, security interests, liens, and other protections
granted pursuant to this Final Junior DIP Order should be preserved to the extent provided for in
this Final Junior DIP Order.
4. Priority of Liens. The priority of the Junior DIP Liens on the DIP ABL
Collateral to the extent set forth in this Final Junior DIP Order will enable the Junior DIP Obligors
to obtain the Junior DIP Facility and to continue to operate their businesses for the benefit of their
estates and creditors. The Required Lenders (as defined in the DIP ABL Credit Agreement) have
consented to liens solely to the extent set forth in this Final Junior DIP Order and the DIP ABL
Orders. The DIP ABL Lenders have acted in good faith in connection with the negotiation and
approval of the Junior DIP Facility.
5. Adequate Protection for Prepetition Credit Parties. The Prepetition Credit
Parties are entitled to, and shall receive, adequate protection as set forth in the DIP ABL Order.
Nothing in this Final Junior DIP Order shall alter, modify, or affect the finality of the rights of the
Prepetition Credit Parties, other than ESL, or any Non-ESL Insider, to adequate protection as set
forth in the DIP ABL Order.
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6. Sections 506(c) and 552(b). The Debtors waive, for the benefit of the
Junior DIP Credit Parties (solely in their capacities as such), of (a) the provisions of section 506(c)
of the Bankruptcy Code, (b) any “equities of the case” under section 552(b) of the Bankruptcy
Code, and (c) the equitable doctrine of “marshaling” or any similar doctrine with respect to the
Junior DIP Collateral, except to the extent set forth in paragraph 12 below and with respect to their
rights under the DIP Intercreditor Agreement, in light of (i) the subordination of their liens and
superpriority claims, as applicable, to the Carve-Out, and (ii) the Approved Budget covering all
administrative costs projected by the Junior DIP Obligors. For the avoidance of doubt, nothing
herein shall be deemed a waiver of (a) the provisions of section 506(c) of the Bankruptcy Code, (b)
any “equities of the case under section 552(b) of the Bankruptcy Code or (c) the equitable doctrine
of “marshaling” or any similar doctrine with respect to any prepetition liens.
7. Notice. Notice of the Final Hearing and the relief requested in the Motion
has been provided by the Debtors, whether by facsimile, email, overnight courier or hand delivery,
to certain parties in interest as set forth in the Motion and the Interim Junior DIP Order. The notice
given by the Debtors of the Motion, the relief requested therein, and the Final Hearing constitutes
adequate notice thereof and complies with Bankruptcy Rules 4001(b) and (c) and the
Local Bankruptcy Rules, and no further notice of the relief granted herein is necessary or required.
Based upon the foregoing findings and conclusions, the Motion and the record
before the Bankruptcy Court with respect to the Motion, and good and sufficient cause appearing
therefor,
IT IS HEREBY ORDERED that:
1. Motion Granted. The Motion is granted on a final basis to the extent set
forth herein.
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2. [RESERVED]
3. Objections Overruled. All objections to and reservations of rights with
respect to the final relief sought in the Motion and to the entry of this Final Junior DIP Order to the
extent not withdrawn or resolved are hereby overruled on the merits in their entirety.
Junior DIP Facility Authorization
4. Authorization of the Junior DIP Documents. The Junior DIP Obligors are
hereby authorized to execute, issue, deliver, enter into, and adopt, as the case may be, the Junior
DIP Documents to be delivered pursuant hereto or thereto or in connection herewith or therewith.
The Junior DIP Obligors are hereby authorized to borrow money under the applicable Junior DIP
Documents, on a final basis in accordance with and subject to the terms and conditions of this Final
Junior DIP Order and the Junior DIP Documents, and to perform all other obligations hereunder
and thereunder.
5. [RESERVED].
6. Authorized Action. In furtherance of the foregoing and without further
approval of this Court, each Debtor is authorized to perform all acts, to make, execute and deliver
all instruments and documents that may be necessary or required for performance by the Junior
DIP Obligors under the Junior DIP Documents and the creation and perfection of the Junior DIP
Liens described in, provided for and perfected by this Final Junior DIP Order and the Junior DIP
Documents. Subject to paragraphs 19(e) of the DIP ABL Order, the Junior DIP Obligors are
hereby authorized to pay, in accordance with this Final Junior DIP Order, the principal, interest,
fees, expenses and other amounts described in the Junior DIP Documents as such become due and
without need to obtain further Court approval, including administrative agent fees, closing fees,
extension fees, undrawn fees, monitoring fees, and the fees and disbursements of the Junior DIP
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Agent’s attorneys, advisers, accountants and other consultants. All fees shall be payable in
accordance with the Junior DIP Documents.
7. Validity of Junior DIP Secured Obligations. Upon entry of this Final
Junior DIP Order, the Junior DIP Documents shall represent valid, binding and unavoidable
obligations of the Junior DIP Obligors, enforceable against the Junior DIP Obligors and their
estates in accordance with their terms, subject to the terms of this Final Junior DIP Order and the
DIP Intercreditor Agreement. The Junior DIP Documents and this Final Junior DIP Order
constitute and evidence the validity and binding effect of the Junior DIP Secured Obligations of
the Junior DIP Obligors, which Junior DIP Secured Obligations shall be enforceable, jointly and
severally, against the Junior DIP Obligors, their estates and any successors thereto, including any
trustee or other estate representative appointed in the Chapter 11 Cases or any case under chapter 7
of the Bankruptcy Code upon the conversion of any of the Chapter 11 Cases (each, a “Successor
Case”). No obligation, payment, transfer, or grant of a security or other interest to the Junior DIP
Agent or any other Junior DIP Credit Party under the Junior DIP Documents or this Final Junior
DIP Order shall be stayed, restrained, voidable, or recoverable under the Bankruptcy Code or any
applicable law (including under sections 502(d), 544, 548 or 549 of the Bankruptcy Code), or
subject to any defense, reduction, set-off, recoupment, claim or counterclaim. The Junior DIP
Secured Obligations include all loans and any other indebtedness or obligations, contingent or
absolute, now existing or hereafter arising, which may from time to time be or become owing by
the Junior DIP Obligors to the Junior DIP Credit Parties under the Junior DIP Documents, and, in
the case of each of the foregoing, including all principal, interest, costs, fees, expenses and other
amounts owed in connection therewith or otherwise pursuant to the Junior DIP Documents.
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8. No Obligation to Extend Credit. The Junior DIP Credit Parties shall have
no obligation to make the loans or advances under the Junior DIP Facility specified in the
Final Junior DIP Order unless and until the conditions precedent to the closing and the making of
such extensions of credit under the Junior DIP Documents (including those set forth in the Junior
DIP Credit Agreement), have been satisfied in full or waived in accordance with the terms of the
Junior DIP Documents (such date, the “Final Closing Date”), which date shall occur no later than
January 5, 2019.
9. Use of Junior DIP Facility Proceeds. The Junior DIP Obligors are
authorized, subject to the satisfaction of the terms and conditions set forth in the Junior DIP
Documents, to use proceeds of extensions of credit under the Junior DIP Facility only for the
purposes specifically set forth in this Final Junior DIP Order and the Junior DIP Documents (i) for
the ongoing working capital and general corporate purposes of the Junior DIP Obligors, in each
case consistent with, subject to, and within the limitations contained in, the Approved Budget; and
(ii) to pay fees, costs and expenses incurred in connection with the transactions contemplated
hereby and other administration costs incurred in connection with the Chapter 11 Cases (including
all fees, charges and disbursements of all counsel and advisors to the Junior DIP Agent and the
Junior DIP Lenders).
10. No Obligation to Monitor. No Junior DIP Credit Party shall have any
obligation or responsibility to monitor any Junior DIP Obligor's use of the Junior DIP Facility, and
each Junior DIP Credit Party may rely upon each Junior DIP Obligor 's representations that the
amount of debtor in possession financing requested at any time, and the use thereof, are in
accordance with the requirements of this Final Junior DIP Order, the Junior DIP Documents, and
Bankruptcy Rule 4001(c)(2).
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11. Junior DIP Superpriority Claims. Subject to the Carve-Out and the last
sentence of this paragraph 11, pursuant to section 364(c)(1) of the Bankruptcy Code, all of the
Junior DIP Secured Obligations shall constitute allowed administrative expense claims against
each of the Junior DIP Obligors’ estates, jointly and severally, with equal priority to the DIP ABL
Superpriority Claims and otherwise with priority over any and all administrative expenses,
including any superpriority claims associated with any other postpetition financing facility, all
Adequate Protection Claims and, to the fullest extent permitted under the Bankruptcy Code, all
other claims against the Junior DIP Obligors, now existing or hereafter arising, whether or not such
expenses or claims may become secured by a judgment lien or other non-consensual lien, levy, or
attachment (the “Junior DIP Superpriority Claims”), which Junior DIP Superpriority Claims shall
be payable from and have recourse to all prepetition and post-petition property of the Junior DIP
Obligors and their estates and all proceeds thereof, subject only to liens secured thereby and the
Carve-Out. The Junior DIP Superpriority Claims shall be entitled to the full protection of
section 364(e) of the Bankruptcy Code in the event that this Final Junior DIP Order or any
provision hereof is vacated, reversed, amended or otherwise modified, on appeal or otherwise.
Notwithstanding anything to the contrary herein, the Junior DIP Superpriority Claims shall be of
equal priority to the DIP ABL Superpriority Claim.
Junior DIP Liens and Junior DIP Collateral.
12. Effective immediately upon entry of the Interim Junior DIP Order and as
more fully set forth in the Junior DIP Documents, as security for the full and prompt performance
and payment when due (whether at the stated maturity, by acceleration, or otherwise) of the
Junior DIP Secured Obligations, the Junior DIP Agent were granted, for itself and for the benefit
of all of the Junior DIP Credit Parties, continuing valid, binding, enforceable, non-avoidable,
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automatically and properly perfected, post-petition security interests in and liens (the “Junior DIP
Liens”) on all Junior DIP Collateral nunc pro tunc to the Petition Date without the necessity of the
execution by the Junior DIP Obligors (or recordation or other filing or notice) of security
agreements, control agreements, pledge agreements, copyright security agreements, trademark
security agreements, patent security agreements, financing statements, mortgages, schedules or
other similar documents, or the possession or control by the Junior DIP Agent or any other Junior
DIP Credit Party of any Junior DIP Collateral. The term “Junior DIP Collateral” means DIP ABL
Collateral (as defined in the DIP ABL Order) excluding any of the following (collectively, the
“Excluded Property”) (i) (a) leases of real property except as permitted in the applicable lease or
pursuant to applicable non-bankruptcy law (but in no event shall Junior DIP Collateral exclude the
proceeds of such leases), and (b) any security deposits or the Debtors’ interests, if any, in pre-paid
rent, unless liens on such security deposits or pre-paid rent are expressly permitted pursuant to the
underlying lease documents; provided, however, that solely in the event the Debtors subsequently
seek by separate motion and obtain by final order liens on all of their leases of real property in
connection with a debtor-in-possession financing facility other than the Junior DIP Facility, the
Junior DIP Collateral shall include all leases of real property, provided that the Junior DIP Liens
shall be immediately junior to the DIP ABL Liens and the Adequate Protection Liens (other than
leases of real property that are Specified Collateral which the Junior DIP Liens and DIP ABL
Liens shall share pari passu) and senior to any other liens thereon, (ii) Avoidance Actions but not
excluding the Avoidance Action Proceeds, provided, for the avoidance of doubt, that the Junior
DIP Collateral shall include any proceeds or property recovered, unencumbered or otherwise the
subject of successful Avoidance Actions whether by judgment, settlement, or otherwise (iii) any
Intellectual Property (as defined in the Junior DIP Loan Documents) consisting of intent-to-use
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trademark applications and rights in and to such applications, prior to the filing of a “Statement of
Use” or “Amendment to Allege Use” to the extent that a grant of security interest in such
application would impair validity or enforceability, (iv) any property to the extent that the grant of
a security interest therein would violate applicable law, require a consent not obtained of any
Governmental Authority (as defined in the Junior DIP Credit Agreement) or constitute a breach or
default under, or result in the termination of or require a consent not obtained under, any contract,
non-real property lease, license or other agreement evidencing or giving rise to such property, or
result in the invalidation of such property or provide any party to such contract, non-real property
lease, license or agreement with a right of termination of such contract, non-real property lease,
license or agreement (in each case, after giving effect to applicable provisions of the New York
UCC, the Bankruptcy Code or other applicable law), (v) D&O Claims, but not proceeds thereof,
(vi) the Carve-Out Account, and (vii) proceeds and products of any of the foregoing Excluded
Property described in clauses (i), (iii), through (iv) above solely to the extent such proceeds and
products would constitute property or assets of the type described in clauses (i), (iii), through (iv)
above; provided that in each case of property described in clause (iv) of this definition, such
property shall constitute “Excluded Property” only to the extent and for so long as such contract,
non-real property lease, license or other agreement or applicable law prohibits the creation of a lien
on such property in favor of the Junior DIP Agent, and upon termination of such prohibition, such
property shall cease to constitute “Excluded Property”. Each of the Junior DIP Agent, DIP ABL
Agents, their respective lenders and the Debtors are bound by the DIP Intercreditor Agreement;
provided, that the DIP ABL Agents and the Junior DIP Agent and each of their respective lenders
are contractually obligated to comply with the DIP Intercreditor Agreement, and the Junior DIP
Agent and Junior DIP Lenders may enforce such agreement against the DIP ABL Agents and their
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respective lenders in these Chapter 11 Cases without the need for any further order of the
Bankruptcy Court; provided, further that the Debtors and their estates shall be deemed to be
express third party beneficiaries of, and shall be entitled to enforce the provisions of section
4.1(b)(iii) and section 4.1(b)(iv) of the DIP Intercreditor Agreement and the immediately
succeeding sentence of this paragraph 12 (collectively, the “Reverse Marshaling Provisions”),
which Reverse Marshaling Provisions shall remain enforceable by the Debtors and their estates
until the repayment in full in cash of the DIP ABL Obligations and the Junior DIP Obligations.
The DIP ABL Agents shall not apply proceeds of any Prepetition Unencumbered Collateral (as
defined herein) received in connection with any Exercise of Secured Creditor Remedies (as
defined in the DIP Intercreditor Agreement) or from any sale, transfer or other disposition of such
assets 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 (as defined in
the DIP Intercreditor Agreement) or under a court order in respect of measures granted with
similar effect under any foreign Debtor Relief Laws (as defined in the DIP Intercreditor
Agreement)) to the repayment of obligations under the DIP ABL Facility 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 DIP ABL Credit Agreement as in effect on the date of the DIP
Intercreditor Agreement (but without giving effect to any changes or adjustments to the Borrowing
Base or the eligibility criteria therefor, in each case, that any DIP ABL Agent may make in its
“Permitted Discretion (as defined in the DIP ABL Credit Agreement as in effect on the date of the
DIP Intercreditor Agreement)) has been sold, transferred or otherwise been disposed of and the
proceeds thereof applied in accordance with the DIP Intercreditor Agreement or (y) all but a de
minimis amount of Prepetition ABL Collateral of the type that is eligible to be included in the term
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“Borrowing Base” in the DIP ABL Credit Agreement as in effect on the date of the
DIP Intercreditor Agreement (but without giving effect to any changes or adjustments to the
Borrowing Base or the eligibility criteria therefor, in each case, that any DIP ABL Agent may
make in its “Permitted Discretion” (as defined in the DIP ABL Credit Agreement as in effect on
the date of the DIP Intercreditor Agreement)) is otherwise no longer available to be used to apply
to and satisfy the DIP ABL Obligations; provided, however, that if the proceeds of any Prepetition
Unencumbered Collateral (including Specified Collateral) are used to satisfy any DIP ABL
Secured Obligations or Prepetition ABL Obligations in accordance with this paragraph 12,
notwithstanding anything in this Final Order to the contrary, after the Discharge of Senior DIP
Obligations and the Discharge of Prepetition ABL Obligations (as each such term is defined in the
Intercreditor Agreement), all ensuing proceeds of Prepetition ABL Collateral shall be deemed to
be proceeds of Prepetition Unencumbered Collateral (including Specified Collateral) until such
proceeds equal the amount of Prepetition Unencumbered Collateral (including Specified
Collateral) that were used to satisfy any DIP ABL Secured Obligations or Prepetition ABL
Obligations. No amendment, modification or waiver of the Reverse Marshaling Provisions,
Section 7.4 of the DIP Intercreditor Agreement or clause (y) of Section 7.10 of the
DIP Intercreditor Agreement, nor consent to any departure of such provisions by any person, shall
be effective, nor shall any amendment or modification to any defined term used or incorporated by
reference in the Reverse Marshaling Provisions, or any component definition thereof, be given
effect in such Reverse Marshaling Provisions, unless in each case it is in a written agreement
executed by the Debtors and approved by the Creditors’ Committee or the Bankruptcy Court. In
addition, no amendment, modification or waiver of Section 4.1(b)(i) or Section 4.1(b)(ii) of the
DIP Intercreditor Agreement, nor any consent to any departure of such provisions by any person,
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shall be effective, nor shall any amendment or modification to any defined term used or
incorporated by reference in Section 4.1(b)(i) or Section 4.1(b)(ii) of the DIP Intercreditor
Agreement, or any component definition thereof, be given effect in such section 4.1(b)(i) or
section 4.1(b)(ii) of the DIP Intercreditor Agreement, unless in each case the Creditors’
Committee has been given at least three (3) days prior written notice of such proposed amendment,
modification, waiver or departure.
Priority of Junior DIP Liens
13. The Junior DIP Liens on the Junior DIP Collateral shall in each case be
subject to the Carve-Out and the Senior Permitted Liens (as defined in the Junior DIP Credit
Agreement) and otherwise have the following priority:
(a) pursuant to section 364(c)(3) of the Bankruptcy Code, an automatically

perfected junior security interest in and lien on all Prepetition ABL
Collateral, subject to the relative priorities for Prepetition ABL Collateral
set forth in the table included as part of paragraph 14 below;
(b) pursuant to sections 364(d) and 364(c)(3) of the Bankruptcy Code, an

automatically perfected junior security interest in and lien on all Junior DIP
Collateral (other than Prepetition ABL Collateral) that is subject to valid
and perfected liens and security interests in favor of third parties as of the
Petition Date, junior only to (i) such liens and security interests in favor of
such third parties as of the Petition Date, (ii) the Senior Permitted Liens, and
(iii) the DIP ABL Liens;
(c) pursuant to section 364(d) of the Bankruptcy Code, an automatically

perfected security interest in and lien on all Junior DIP Collateral that is not
otherwise subject to a valid, perfected and non-avoidable security interest
or lien as of the Petition Date (other than Specified Collateral, as defined
below, but specifically including those assets described on Schedule 3
hereto, collectively, the “Prepetition Unencumbered Collateral”), which,
for the avoidance of doubt shall be junior only to the Senior Permitted Liens
and the DIP ABL Liens; and

perfected first priority security interest in and lien on (i) all of the rights,
title and interests of any Junior DIP Obligor in that certain cause of action
identified on Schedule 1 hereto and (ii) all of the rights, title and interests of
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any Junior DIP Obligor in the assets set forth on Schedule 2 hereto and all
books, records, documents and data related thereto and all proceeds thereof
(such collateral and proceeds, collectively, the “Specified Collateral”)
which security interest and lien shall be pari passu with the DIP ABL Liens;
provided, that the proceeds of such Specified Collateral shall be shared by
the Junior DIP Lenders and the DIP ABL Lenders pro rata based on the
aggregate commitment amount under the Junior DIP Facility (i.e.,
$350,000,000) and aggregate incremental commitments and extensions of
credit under the DIP ABL Facility (i.e., $300,000,000) without giving
regard to the roll-up portion thereof, respectively.
14. Notwithstanding anything to the contrary herein, the following table sets
forth the relative priorities of the Carve-Out, the Senior Permitted Liens, DIP ABL Liens, Junior
DIP Liens, Adequate Protection Liens, provided that the Prepetition Second Lien Adequate
Protection Liens shall be asserted only against the assets of the Prepetition Second Lien Loan
Parties, and the Prepetition Liens on the Junior DIP Collateral upon effectiveness of this
Final Junior DIP Order:
Prepetition ABL Prepetition Prepetition Specified Collateral

Collateral Encumbered Unencumbered
Collateral4 Collateral
(Other than Specified
Collateral)
Carve-Out Carve-Out Carve-Out Carve-Out
Senior Permitted Liens All valid and Senior Permitted Senior Permitted Liens
perfected security Liens
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
4 The priorities set forth in this column are subject to paragraph 64.
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Prepetition ABL Junior DIP Liens Junior DIP Liens Prepetition ABL
Facilities Adequate Facilities Adequate
Protection Liens Protection Liens
2018 FILO Adequate Prepetition ABL Prepetition ABL 2018 FILO Adequate
Protection Liens Facilities Adequate Facilities Adequate Protection Liens
Prepetition LC Facility 2018 FILO 2018 FILO Adequate Prepetition LC Facility

Adequate Protection Adequate Protection Protection Liens Adequate Protection
Liens Liens Liens
Prepetition ABL Liens Prepetition LC Prepetition LC Postpetition

Facility Adequate Facility Adequate Intercompany Liens
Postpetition Postpetition Postpetition Prepetition Second

Intercompany Liens Intercompany Liens Intercompany Liens Lien Adequate
Protection Liens
(only with respect to
property of Prepetition
Second Lien Loan
Parties)
Prepetition Second Prepetition Second Prepetition Second

Lien Adequate Lien Adequate Lien Adequate
Protection Liens Protection Liens Protection Liens
(only with respect to (only with respect to
property of property of
Prepetition Second Prepetition Second
Lien Loan Parties) Lien Loan Parties)
Prepetition Second
Lien Facilities Liens
(except on Specified
Non-Prepetition
Second Lien
Collateral)
Junior DIP Liens
15. Treatment of Junior DIP Liens. Other than as set forth herein, the Junior
DIP Liens shall not be made subject to or pari passu with any lien or security interest heretofore or
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hereafter granted in the Chapter 11 Cases or any Successor Case. The Junior DIP Liens shall be
valid and enforceable against any trustee or other estate representative appointed in the Chapter 11
Cases or any Successor Case, upon the conversion of any of the Chapter 11 Cases to a case under
chapter 7 of the Bankruptcy Code (or in any other Successor Case), and/or upon the dismissal of
any of the Chapter 11 Cases or any Successor Case. No lien or interest avoided and preserved for
the benefit of the Junior DIP Obligors’ estates pursuant to section 551 of the Bankruptcy Code
shall be pari passu with or senior to the Junior DIP Liens.
Adequate Protection
16. [RESERVED].
17. [RESERVED]
18. [RESERVED]
19. Costs, Fees, Expenses, and Indemnification.
(a) Junior DIP Credit Parties. The Junior DIP Obligors are authorized
to pay any and all reasonable and documented fees and expenses (including, without limitation, the
reasonable and documented fees and expenses of Milbank, Tweed, Hadley & McCloy LLP and
Norton Rose Fulbright) of the Junior DIP Agent in connection with the Junior DIP Facility and as
provided for in the Junior DIP Documents, whether incurred before, on or after the Petition Date
and whether or not the transactions contemplated hereby are consummated or such fees and
expenses are set forth in the Approved Budget, including fees and expenses incurred in connection
with (i) the preparation, negotiation and execution of the Junior DIP Documents; (ii) the
syndication and funding of the Junior DIP Facility; (iii) the creation, perfection or protection of the
liens under the Junior DIP Documents (including all search, filing and recording fees); (iv) the
on-going administration of the Junior DIP Documents (including the preparation, negotiation and
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execution of any amendments, consents, waivers, assignments, restatements or supplements
thereto) and the Chapter 11 Cases; (v) the enforcement of the Junior DIP Documents; (vi) any
refinancing or restructuring of the Junior DIP Facility; and (vii) any legal proceeding relating to or
arising out of the Junior DIP Facility or the other transactions contemplated by the Junior DIP
Documents, including the Chapter 11 Cases. Payment of all such professional fees and expenses
shall not be subject to allowance by the Bankruptcy Court or to the U.S. Trustee guidelines, but
shall be subject to the procedures set forth in paragraph 19(f) of the DIP ABL Order. Such fees and
expenses shall not be subject to any offset, defense, claim, counterclaim or diminution of any type,
kind or nature whatsoever.
(b) Indemnification of Junior DIP Credit Parties. The Junior DIP
Credit Parties shall have no liability to any third party relating to the Junior DIP Documents, the
Junior DIP Facility and Junior DIP Obligors’ use of the financing provided thereunder, and shall
not, by virtue of making the extensions of credit under the Junior DIP Facility, extending funds
thereunder, or otherwise complying with the Junior DIP Documents, be deemed to be in control of
the operations of Debtors, to owe any fiduciary duty to the Debtors, their respective creditors,
shareholders, or estates or to be acting as a “responsible person” or managing agent with respect to
the operation or management of the Debtors. The Junior DIP Obligors shall, and are hereby
authorized to, indemnify and hold harmless the Junior DIP Credit Parties and their respective
affiliates and Representatives (each in their capacity as such) from and against all losses, liabilities,
claims, damages, penalties, actions, judgments, suits, expenses or disbursements of any nature
whatsoever arising out of or relating to the Junior DIP Documents, including the syndication of
any obligations thereunder, and the Junior DIP Obligors’ use of the financing provided thereunder,
provided, however, that the foregoing indemnity shall not apply to any actions of any indemnified
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parties determined in a final non-appealable judgment of a court of competent jurisdiction to
constitute gross negligence or willful misconduct. This indemnification shall survive and continue
for the benefit of all such persons or entities.
Provisions Common to DIP Financing
20. Carve-Out.
(a) Carve-Out. The Carve-Out as used in this Final Junior DIP Order,
the DIP ABL Order, the Junior DIP Documents and the DIP ABL Loan Documents, shall be
defined and set forth in the DIP ABL Order. In addition, the Junior DIP Agent shall be entitled to
all reporting related to the Carve-Out at the same time such report is delivered to the DIP ABL
Administrative Agent pursuant to paragraph 21 of the DIP ABL Order.
(b) Carve-Out Account. Upon the entry of this Final Junior DIP Order,
the Debtors shall establish a segregated account (to the extent one is not already maintained with
the DIP ABL Administrative Agent) with the Junior DIP Administrative Agent (the “Carve-Out
Account”), which shall be funded in an amount up to the Carve-Out Reserve Amount less (i) the
Clerk and UST Fees, (ii) the Chapter 7 Trustee Fee Cap, (iii) the Committee Member Expense Cap,
(iv) the Post Trigger Notice Carve-Out Fee Cap (the “Carve-Out Account Required Balance”)
first with cash on hand and if such cash is insufficient to fully fund the Carve-Out Account, with
borrowings under the Junior DIP Facility. Bank of America shall not be responsible or have any
liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the
Carve-Out Account. Amounts in the Carve-Out Account shall be held in trust to pay all amounts
included in the Carve-Out. On each Friday after the date hereof (or if such day is not a business
day, then the next business day), the Debtors shall deposit into the Carve-Out Account an amount
sufficient to cause the balance in the Carve-Out Account to equal the Carve-Out Account Required
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Balance. All Allowed Professional Fees of Professional Persons shall be paid to the applicable
Professional Person first from the Carve-Out Account in accordance with the order or orders of the
Bankruptcy Court allowing such Allowed Professional Fees. Notwithstanding anything to the
contrary in this or any other Court order, the Carve-Out Account and the amounts on deposit in the
Carve-Out Account shall be available and used only to satisfy obligations of Professional Persons
benefitting from the Carve-Out, and, thereafter, as provided in paragraph 20(e)(v). Prior to a
Carve-Out Trigger Notice, in no event shall the total balance in the Carve-Out Account ever
exceed the Carve-Out Account Required Balance. The failure of the Carve-Out Account to satisfy
Allowed Professional Fees in full shall not affect the priority of the Carve-Out.
(c) Carve-Out Funding After a Carve-Out Trigger Notice. The
following provisions with respect to the Carve-Out Account shall apply only upon delivery of a
Carve-Out Trigger Notice:
(i) On the date of the Carve-Out Trigger Notice, the Carve-Out Trigger Notice shall be
deemed to constitute a demand to the Debtors to utilize all cash on hand as of such date and any
availability or proceeds of the Junior DIP Facility to fund the Carve-Out Account in an amount
equal to the full Carve-Out Reserve Amount (to the extent not previously funded into the
Carve-Out Account) to be held in trust to pay all amounts included the Carve-Out.
(ii) On or after the date of a Carve-Out Trigger Notice, the Junior DIP Administrative
Agent shall not sweep or foreclose on cash of the Debtors (including cash received as a result of
the sale or other disposition of any assets) until the Carve-Out Account has been fully funded. To
the extent such cash on hand is not sufficient to fully fund the Carve-Out Account, the Carve-Out
Trigger Notice shall be deemed to constitute a draw request and notice of borrowing by the
Debtors for Junior DIP Advances under the Junior DIP Documents (on a pro rata basis based on
the then outstanding Junior DIP Commitments) to fully fund the Carve-Out Account. On the first
business day after delivery of the Carve-Out Trigger Notice, notwithstanding anything in the
Junior DIP Documents to the contrary, including with respect to the existence of a Default (as
defined in the Junior DIP Documents) or Event of Default (as defined in the Junior DIP
Documents), the failure of the Debtors to satisfy any or all of the conditions precedent for Junior
DIP Advances under the Junior DIP Credit Agreement, any termination of the commitments
thereunder following an Event of Default at the direction of the Junior DIP Administrative Agent,
each DIP Term Loan Lender with an outstanding Junior DIP Commitment (on a pro rata basis
based on the then outstanding Junior DIP Commitments) shall make available to the Junior DIP
Administrative Agent such DIP Term Loan Lender's pro rata share with respect to the borrowings
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required to fully fund the Carve-Out Account in accordance with the Junior DIP Credit Agreement.
Any such funding of the Carve-Out shall be added to, and made a part of, the Junior DIP Secured
Obligations secured by the Junior DIP Collateral and shall otherwise be entitled to the protections
granted under this Final Junior DIP Order, the Junior DIP Documents, the Bankruptcy Code, and
applicable law.
(iii) In no event shall the Junior DIP Administrative Agent, or the Junior DIP Lenders
be required to (x) extend Junior DIP Advances to fund the Carve-Out other than pursuant to this
paragraph 20), (y) extend Junior DIP Advances pursuant to a deemed draw and borrowing
pursuant to this paragraph in an aggregate amount exceeding the Carve-Out Reserve Amount, or (z)
pay in the aggregate more than the Carve-Out Reserve Amount for all fees and expenses included
in the Carve-Out.
(iv) All funds in the Carve-Out Account shall be used first to pay the obligations set
forth in the definition of the Carve-Out set forth above until paid in full. All payments and
reimbursements made from the Carve-Out Account shall permanently reduce the Carve-Out on a
dollar-for-dollar basis.
(v) To the extent any funds remain in the Carve-Out Account after payment of all
amounts included in the Carve-Out, such funds shall first be used to pay the DIP ABL
Administrative Agent for the benefit of the DIP ABL Lenders, unless the DIP ABL Obligations
have been indefeasibly paid in full, in cash, all commitments under the DIP ABL Facility have
been terminated, and all Letters of Credit (as defined in the DIP ABL Loan Documents) have been
cancelled (or all such Letters of Credit have been fully cash collateralized or otherwise
backstopped to the satisfaction of the DIP ABL Administrative Agent in its sole and absolute
discretion), in which case any such excess shall next be paid to the Junior DIP Agent and/or the
Prepetition Credit Parties in accordance with their rights and priorities under this Final Junior DIP
Order and the DIP ABL Order.
(d) [RESERVED].
(e) No Direct Obligation to Pay Allowed Fees; No Waiver of Right to
Object to Fees. Other than the funding of the Carve-Out with the proceeds of the Junior DIP
Facility as provided herein and in the Junior DIP Documents, the Junior DIP Credit Parties shall
not be responsible for the payment or reimbursement of any fees or disbursements of any
Professional Person incurred in connection with these Chapter 11 Cases, any Successor Cases, or
otherwise. Nothing in this Final Junior DIP Order or otherwise shall be construed: (i) to obligate
the Junior DIP Credit Parties, DIP ABL Credit Parties or the Prepetition ABL Credit Parties, in any
way, to pay compensation to, or to reimburse expenses of, any Professional Person or to guarantee
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that the Debtors have sufficient funds to pay such compensation or reimbursement, other than the
Carve-Out Reserve Amount; (ii) as consent to the allowance of any fees and expenses of
Professional Persons; or (iii) to affect the rights of the Junior DIP Credit Parties, DIP ABL Credit
Parties, the Prepetition ABL Credit Parties or any other party-in-interest to object to the allowance
and payment of such fees and expenses.
(f) Payment of Compensation. The Debtors shall be permitted to pay
fees and expenses allowed and payable by order of the Bankruptcy Court (that has not been
vacated or stayed, unless the stay has been vacated) under sections 330 and 331 of the Bankruptcy
Code, as the same may be due and payable from the Carve-Out Account. Such payments prior to a
Carve-Out Trigger Notice shall not reduce the Post Trigger Notice Carve-Out Fee Cap.
21. Budget; Budget Compliance. The Junior DIP Obligors shall comply in all
respects with the Approved Budget (as defined in the Junior DIP Documents) and all related
provisions, each as set forth in the Junior DIP Documents. The budget provisions that apply to
Junior DIP Obligors, the Junior DIP Documents, and this Final Junior DIP Order shall be identical
(other than changes to reflect the applicable parties) as those set forth in paragraph 22 of the DIP
ABL Order and the DIP ABL Documents. The proceeds of the Junior DIP Facility shall be used
solely as provided in the Junior DIP Documents and the proceeds of the Junior DIP Facility and
Cash Collateral shall be used solely in accordance with the Approved Budget (subject to the
Carve-Out). A copy of the Approved Budget is attached hereto as Exhibit A.
22. Winddown Account. (a) Upon the consummation of any sales of
Prepetition Unencumbered Collateral, the Junior DIP Obligors shall (i) deposit or cause to be
deposited the net aggregate cash proceeds in respect of such sales into the Winddown Account5
5 The Winddown Account will be held at Bank of America, N.A. in an account ending in 8965.
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until $240,000,000 in the aggregate has been funded into the Winddown Account; provided that in
no event shall more than $240,000,000 be funded into such account, (ii) deposit or cause to be
deposited any remaining net aggregate cash proceeds in respect of such sales into a cash collateral
account maintained with Bank of America, N.A. (the “Senior DIP Cash Collateral Account”) to
secure the payment of the DIP ABL Obligations (including (A) with respect to amounts available
to be drawn under outstanding letters of credit issued or deemed issued under the DIP ABL
Facility (or indemnities or other undertakings issued pursuant thereto in respect of such
outstanding letters of credit), an amount equal to 105% of the aggregate undrawn amount of such
letters of credit, and (B) with respect to Bank Products and Cash Management Services included in
the DIP ABL Obligations (or indemnities or other undertakings issued pursuant thereto in respect
thereof), an amount of cash collateral in compliance with the terms of the DIP ABL Credit
Agreement), and (iii) upon and after the indefeasible payment in full in cash of the DIP ABL
Obligations as described in clause (ii) above, deposit or cause to be deposited any remaining net
cash proceeds in respect of such sales into a cash collateral account designated by the Junior DIP
Agent (the “Junior DIP Cash Collateral Account”) to secure the payment of the Junior DIP Facility,
and (b) upon the consummation of any sales of Specified Collateral, the Junior DIP Obligors shall
(i) as contemplated in paragraph 22(a)(i), deposit or cause to be deposited the net cash proceeds in
respect of such sales into the Winddown Account until $240,000,000 in the aggregate has been
funded into the Winddown Account; provided that in no event shall more than $240,000,000 be
funded into such account, and (ii) deposit or cause to be deposited any remaining net cash proceeds
in respect of such sales to the Senior DIP Cash Collateral Account and to the Junior DIP Cash
Collateral Account, on a pro rata basis based on the aggregate commitment under the Junior DIP
Facility (i.e., $350,000,000) and the aggregate incremental commitments and extensions of credit
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under the DIP ABL Facility (i.e., $300,000,000) without giving regard to the roll-up portion
thereof, until either the indefeasible payment in full in cash of the DIP ABL Secured Obligations
or the Junior DIP Obligations has occurred, after which all such net cash proceeds shall be applied
to the payment of the DIP ABL Secured Obligations or the Junior DIP Obligations, respectively,
provided that nothing contained in this paragraph 22 shall impair or modify the Reverse
Marshaling Provisions and no payments shall be made on the DIP ABL Secured Obligations or the
Junior DIP Obligations in contravention thereof. “Winddown Account” shall mean a deposit
account at Bank of America, N.A. that, prior to the discharge and indefeasible payment in full of
all obligations under the DIP ABL Facility and the Junior DIP Facility, may only be used to pay
winddown costs of the DIP ABL Loan Parties and Junior DIP Obligors at the discretion of the
DIP ABL Loan Parties and Junior DIP Obligors following entry of the Junior DIP Final Order.
Notwithstanding anything to the contrary in this or any other Bankruptcy Court order, the
Winddown Account and the amounts on deposit in the Winddown Account shall be available and
used only to satisfy winddown costs and shall not be subject to any prepetition liens or any liens or
superpriority claims granted hereunder, including liens or superpriority claims granted to the DIP
ABL Credit Parties or Junior DIP Credit Parties or as Adequate Protection. For the avoidance of
doubt, the Winddown Account and the amounts on deposit in the Winddown Account shall not
constitute DIP ABL Collateral, Junior DIP Collateral or Cash Collateral. Bank of America shall
not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or
enforce, compliance with the provisions of this definition.
23. Modification of Junior DIP Documents. Upon no less than three (3)
business days’ notice to the Creditors’ Committee and the DIP ABL Agents (in each case, only to
the extent reasonably practicable), the Junior DIP Obligors and the Junior DIP Agent are hereby
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authorized, subject to the Junior DIP Documents, to implement, in accordance with the terms of
the respective Junior DIP Documents, any amendments, waivers, consents or other modifications
to or under the Junior DIP Documents (including any change in the number or composition of the
Junior DIP Lenders), and with the consent of the DIP ABL Agents to the extent required under the
DIP Intercreditor Agreement or the DIP ABL Credit Agreement, without further order of this
Court unless such amendment, waiver, consent or other modification (a) shortens the maturity or
the scheduled termination date thereunder or (b) effects or relates to the Reverse Marshaling
Provisions.
24. Right to Credit Bid. Subject to Section 363(k) of the Bankruptcy Code and
the DIP Intercreditor Agreement, the Junior DIP Agent shall have the right to “credit bid” up to the
full allowed amount of its or its lenders’ claims and outstanding obligations in connection with any
sale of all or any portion of the Junior DIP Collateral, including any sale occurring pursuant to
section 363 of the Bankruptcy Code or included as part of a restructuring plan subject to
confirmation under section 1129(b)(2)(A)(ii) of the Bankruptcy Code or a sale or disposition by a
chapter 7 trustee for any Debtor under section 725 of the Bankruptcy Code or otherwise. For the
avoidance of doubt, any such credit bid for all or any portion of the Junior DIP Collateral must,
upon closing of such sale transaction, provide for payment in full in cash of all senior or pari passu
security interests in and liens on all of the Junior DIP Collateral being acquired in such sale
transaction, absent waiver by the Junior DIP Agent, DIP ABL Agents, and/or the Prepetition ABL
Administrative Agent, as applicable.
25. Automatic Perfection of Junior DIP Liens.
(a) This Final Junior DIP Order shall be sufficient and conclusive
evidence of the validity, perfection, and priority of all liens granted herein, including the Junior
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DIP Liens, without the necessity of filing or recording financing statements, intellectual property
filings, mortgages, notices of lien or similar instruments in any jurisdiction, taking possession of or
control over cash, deposit accounts, securities, or other assets, or the taking of any other action
(including, for the avoidance of doubt, entering into any deposit account control agreement,
customs broker agreement or freight forwarding agreement) to validate or perfect (in accordance
with applicable non-bankruptcy law) the Junior DIP Liens, or to entitle the Junior DIP Credit
Parties, DIP ABL Credit Parties or the Prepetition Credit Parties to the priorities granted herein.
(b) Notwithstanding the foregoing, the Junior DIP Agent is hereby
authorized, but not required, to file or record (and to execute in the name of the applicable Junior
DIP Obligors, as their true and lawful attorneys, with full power of substitution, to the maximum
extent permitted by law) financing statements, intellectual property filings, mortgages, notices of
lien or similar instruments in any jurisdiction, take possession of or control over cash, deposit
accounts, securities, or other assets, or take any other action, as they may elect, in order to validate
and perfect the liens and security interests granted to them hereunder. Whether or not the Junior
DIP Agent chooses, in its sole discretion, to file such financing statements, intellectual property
filings, mortgages, notices of lien or similar instruments, take possession of or control over any
cash, deposit accounts, securities, or other assets, or otherwise confirm perfection of the liens and
security interests granted to the Junior DIP Agent, hereunder, such liens and security interests shall
be deemed valid, perfected, allowed, enforceable, non-avoidable and not subject to challenge,
dispute or subordination (subject to the priorities set forth in this Final Junior DIP Order)
immediately upon entry of this Final Junior DIP Order.
(c) The Junior DIP Obligors are authorized to execute and deliver
promptly upon demand to the Junior DIP Agent all such financing statements, mortgages, control
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agreements, notices and other documents as the Junior DIP Agent may reasonably request. The
Junior DIP Obligors are authorized to, and shall, execute and deliver to the Junior DIP Agent such
agreements, financing statements, mortgages, instruments and other documents as the Junior DIP
Agent may reasonably request to evidence, confirm, validate, or perfect the Junior DIP Liens; and
the failure by the Junior DIP Obligors to execute or deliver any documentation relating to the
Junior DIP Liens shall in no way affect the validity, enforceability, nonavoidability, perfection, or
priority of such liens.
(d) The financing statements described above may describe the Junior
DIP Collateral in the same manner as described herein, in the Junior DIP Credit Agreement, or
may contain an indication or description of the Junior DIP Collateral that describes such property
in any other manner as the Junior DIP Agent may determine is necessary, advisable or prudent,
including describing such property as “all assets and all personal property whether now owned or
hereafter acquired” of the applicable Debtor or words of similar effect.
(e) The Junior DIP Agent in its discretion, may file a photocopy of this
Final Junior DIP Order as a financing statement or other notice of lien or similar instrument, with
any filing or recording office or with any registry of deeds or similar office, and accordingly, each
officer is authorized to accept and record the photocopy of this Final Junior DIP Order, in addition
to or in lieu of such financing statements, notices of lien or similar instrument. Each Debtor is
authorized to execute and deliver to the Junior DIP Agent, mortgages in recordable form with
respect to any real estate constituting Junior DIP Collateral and identified by the Junior DIP Agent
on terms reasonably satisfactory to the Junior DIP Agent.
26. Other Automatic Perfection Matters. To the extent that any Prepetition
Agent is the secured party under any account control agreements, listed as loss payee or additional
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insured under any of the Junior DIP Obligors’ insurance policies, or is the secured party under any
Prepetition Loan Document, the Junior DIP Agent, for itself and on behalf of the Junior DIP Credit
Parties is also deemed to be the secured party under such account control agreements, loss payee or
additional insured under the Junior DIP Obligors’ insurance policies, and the secured party under
each such Prepetition Loan Document (in any such case with the same priority of liens and claims
thereunder relative to the priority of (a) the Junior DIP Liens, and (b) the Prepetition Liens and
Adequate Protection Liens, in each case, as set forth in this Final Junior DIP Order and the DIP
ABL Order), and shall have all rights and powers in each case attendant to that position (including
rights of enforcement but subject in all respects to the terms of this Final Junior DIP Order and the
DIP ABL Order), and shall act in that capacity and distribute any proceeds recovered or received in
accordance with the terms of this Final Junior DIP Order, the Junior DIP Documents, the DIP
Intercreditor Agreement, and the DIP ABL Order. The Prepetition ABL Control Co-Collateral
Agent or the Prepetition Second Lien Collateral Agent, as applicable, shall serve as agent for the
Junior DIP Agents for purposes of perfecting the Junior DIP Agents’ security interests in and liens
on all Junior DIP Collateral that is of a type such that perfection of a security interest therein may
be accomplished only by possession or control by a secured party. Notwithstanding the foregoing,
no Prepetition Agent shall have any obligation whatsoever to the Junior DIP Agent, any Junior
DIP Credit Party or any other person to assure that any collateral is genuine or owned by any
Junior DIP Obligor or any other person or to preserve rights or benefits of any person. No
Prepetition Agent is or shall be deemed to be a fiduciary of any kind for the Junior DIP Agent or
any Junior DIP Credit Party or any other person and vice versa with respect to the Junior DIP
Agent and any Prepetition Agent or any Prepetition Credit Party.
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27. Proceeds of Subsequent Financing. If any of the Junior DIP Obligors, any
trustee, any examiner with enlarged powers, any responsible officer or any other estate
representative subsequently appointed in any of the Chapter 11 Cases or any Successor Case, shall
obtain credit or incur debt in breach of the Junior DIP Documents, at any time prior to the
repayment in full in cash of all Junior DIP Secured Obligations, DIP ABL Secured Obligations or
all Prepetition ABL Obligations, including subsequent to the confirmation of any plan of
reorganization or liquidation with respect to the Junior DIP Obligors and the Junior DIP Obligors’
estates, then all cash proceeds derived from such credit or debt shall immediately be turned over to
the DIP ABL Administrative Agent, to be applied in accordance with the DIP ABL Order and the
DIP Intercreditor Agreement. All existing blocked account agreements, deposit account control
agreements, securities account control agreements, credit card acknowledgements, credit card
agreements, collateral access agreements, landlord agreements, warehouse agreements, bailee
agreements, carrier agency agreements, customs broker agency agreements, subordination
agreements (including any intercompany subordination agreements), and freight forwarder
agreements constituting Prepetition ABL Loan Documents, and all existing Uniform Commercial
Code filings and all existing filings with the United States Patent and Trademark Office or the
United States Copyright Office with respect to the recordation of an interest in the intellectual
property of the Debtors, which in each case were filed by any Prepetition ABL Agent, subject to
the DIP Intercreditor Agreement, shall in each case be deemed to be delivered and/or filed in
connection with the Junior DIP Facility, shall constitute Junior DIP Documents and shall remain in
full force and effect without any further action by the Debtors, the Junior DIP Agent, or any other
person, and in each case the Junior DIP Agent shall be deemed to be a party thereto.
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28. Maintenance and Disposition of Junior DIP Collateral / Cash
Management. Until the indefeasible payment in full in cash of all Junior DIP Secured Obligations,
and the termination of the obligation of the Junior DIP Credit Parties to extend credit under the
Junior DIP Facility, the Junior DIP Obligors shall (a) maintain and insure the Junior DIP Collateral
in amounts, for the risks, and by the entities as required under the Junior DIP Documents,
(b) except as set forth in this paragraph 28, maintain their cash management system as in effect as
of the Petition Date, (i) subject to the Junior DIP Documents; (ii) subject to the Cash Management
Order,6 as may be modified, with the prior written consent of the Junior DIP Agents and the
DIP ABL Agents by any order that may be entered by this Court; and (iii) in a manner which, in
any event, shall be satisfactory to the Junior DIP Agent. Other than as expressly required pursuant
to the Junior DIP Documents, the Cash Management Order or this Final Junior DIP Order, no
modifications to the Junior DIP Obligors’ cash management system existing as of the Petition Date
may be made without the prior approval of the Junior DIP Agent. Further, the Junior DIP Obligors
shall not sell, transfer, lease, encumber or otherwise dispose of any portion of the Junior DIP
Collateral other than in the ordinary course of business without the prior consent of the, Junior DIP
Agent (and no consent shall be implied, from any other action, inaction or acquiescence by the
Junior DIP Agent, or from any order of this Court), except as otherwise provided for in the Junior
DIP Documents, the DIP ABL Loan Documents or otherwise ordered by the Bankruptcy Court.
29. [RESERVED].
30. Application of Proceeds of Collateral, Payments and Collections. After
repayment in full in cash of all Junior DIP Secured Obligations, DIP ABL Secured Obligations and
6 "Cash Management Order" means the interim Cash Management Order entered on October 16, 2018
[ECF No. 102] and any final cash management order that may be entered by the Bankruptcy Court.
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all Prepetition ABL Obligations, any remaining proceeds of the Junior DIP Collateral shall be
applied to the Junior DIP Obligors’ remaining outstanding and unpaid obligations, in a manner
consistent with the Bankruptcy Code and, except as may be otherwise ordered in one or more
orders of this Bankruptcy Court, including the DIP ABL Order.
31. Case Milestones. The Junior DIP Obligors shall comply with the case
milestones set forth in the Junior DIP Documents (as may be amended from time to time in
accordance with the Junior DIP Documents, the “Case Milestones”). For the avoidance of doubt,
the failure of the Junior DIP Obligors to comply with any of the Case Milestones shall (a)
constitute an Event of Default under the Junior DIP Documents and this Final Junior DIP Order;
and (b) permit the Junior DIP Administrative Agent, subject to paragraph 33, to exercise the rights
and remedies provided for in this Final Junior DIP Order and the Junior DIP Documents, subject to
the DIP Intercreditor Agreement.
32. Termination Event. The (a) occurrence of any Event of Default (as defined
in the Junior DIP Documents), or (b) noncompliance of the Junior DIP Obligors, in any material
respect or in a manner adverse to the Junior DIP Credit Parties, with any of the terms, provisions,
conditions, covenants or obligations under this Final Junior DIP Order are each referred to herein
as a “Termination Event.”
33. Rights and Remedies Following a Termination Event.
(a) Termination. Immediately upon the occurrence and during the
continuation of a Termination Event, with no further action of this Court, the Junior DIP
Administrative Agent may (or at the direction of the Required Lenders (as defined in the Junior
DIP Documents) shall), notify the Junior DIP Obligors, the DIP ABL Agent, and the Creditors’
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Committee in writing that a Termination Event has occurred and is continuing (such notice, a
“Termination Notice,” and the date of any such notice, the “Termination Notice Date”).
(b) Notice of Termination. Any Termination Notice shall be given by
electronic mail (or other electronic means) to counsel to the Debtors, counsel to the Creditors’
Committee, the U.S. Trustee, counsel to the DIP ABL Agents, and counsel to each of the
Prepetition Agents. The Remedies Notice Period shall commence on the Termination Notice Date
and shall expire five (5) business days after the Termination Notice Date (the “Remedies Notice
Period” and the date of the expiration of the Remedies Notice Period, the “Termination Date”).
(c) Without limiting the rights and remedies of the Junior DIP Agent
and the other Junior DIP Credit Parties under the Junior DIP Documents, the Junior DIP
Administrative Agent may, at its option, and/or shall, upon the direction of the Required Lenders
(as defined in the Junior DIP Documents), as applicable, immediately upon the occurrence of and
during the continuation of a Termination Event following the issuance of a Termination Notice,
inter alia, without notice and unless the Bankruptcy Court orders otherwise, (a) declare, subject to
expiration of the Remedies Notice Period, all obligations owing under the applicable Junior DIP
Documents to be immediately due and payable, without presentment, demand, protest, or other
notice of any kind, all of which are expressly waived by the Junior DIP Obligors, (b) declare the
termination, reduction or restriction of any further commitment to extend credit to the Junior DIP
Obligors to the extent any such commitment remains, (c) terminate the Junior DIP Facility and the
applicable Junior DIP Documents as to any future liability or obligation of the Junior DIP Agent,
any DIP Term Loan Lender, or any other Junior DIP Credit Party, but without affecting any of the
liens or the obligations and exercise all other rights and remedies provided in the Junior DIP
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Documents and applicable law but subject in all respects to the DIP Intercreditor Agreement (any
of the actions set forth in the foregoing (a), (b), and (c), a “Termination”);
(d) During the Remedies Notice Period, the Junior DIP Obligors shall
be entitled to seek an emergency hearing with this Court for the purpose of contesting a
Termination or for the contested use of Cash Collateral, provided that the sole issues that may be
raised before the Bankruptcy Court at any such hearing are whether a Termination Event has
occurred and/or is continuing and the use of Cash Collateral. During the Remedies Notice Period,
the Junior DIP Obligors may continue to use the Junior DIP Collateral, including Cash Collateral,
solely to meet payroll obligations (excluding any severance obligations) and pay expenses that the
Junior DIP Agent approves as critical to keeping the Junior DIP Obligors’ business operating in
accordance with the Approved Budget, or as otherwise agreed by the Junior DIP Administrative
Agent in its sole and absolute discretion and it being understood that none of the Junior DIP Credit
Parties shall have any obligation to make an extension of credit under the Junior DIP Facility, or
otherwise to fund the Carve-Out Account. Upon expiration of the Remedies Notice Period,
subject to the DIP Intercreditor Agreement and the DIP ABL Order, the DIP ABL Credit Parties or,
upon payment in full of the DIP ABL Secured Obligations, the Junior DIP Credit Parties or, upon
payment in full of the Junior DIP Secured Obligations, the Prepetition ABL Credit Parties, shall be
permitted to exercise all remedies set forth herein, in the Junior DIP Documents, DIP ABL
Documents or the Prepetition ABL Documents, as applicable, and as otherwise available at law
without further order of or application or motion to the Bankruptcy Court. Upon the occurrence
and during the continuation of a Termination Event and the expiration of the Remedies Notice
Period, the DIP ABL Administrative Agent, or upon payment in full of the DIP ABL Secured
Obligations, the Junior DIP Administrative Agent, or upon payment in full of the Junior DIP
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Secured Obligations, the Prepetition ABL Administrative Agent, and any liquidator or other
professional acting on their behalf will have the right to access and utilize, on a royalty-free basis,
any trade names, trademarks, copyrights or other intellectual property and any warehouse,
distribution centers, store or other locations that the Junior DIP Obligors have a right to occupy to
the extent necessary or appropriate in order to sell, lease or otherwise dispose of any of the Junior
DIP Collateral, including pursuant to any Court approved sale process. Notwithstanding the
foregoing, the Junior DIP Agent’s exercise of remedies pursuant to this paragraph shall be subject
to the DIP Intercreditor Agreement and: (i) any agreement in writing between any of the Junior
DIP Agent, DIP ABL Agents or the Prepetition ABL Agents, as applicable, and any applicable
landlord, (ii) pre-existing rights of any of the Junior DIP Agent, DIP ABL Agents or any of the
Prepetition ABL Agents, as applicable, and any applicable landlord under applicable
non-bankruptcy law, (iii) consent of the applicable landlord, or (iv) further order of the Bankruptcy
Court following notice and a hearing.
34. Modification of Automatic Stay. The automatic stay imposed under
section 362(a) of the Bankruptcy Code is hereby modified as necessary to effectuate all of the
terms and provisions of this Final Junior DIP Order, including to (a) permit the Junior DIP
Obligors to grant the Junior DIP Liens and the Junior DIP Superpriority Claims; (b) permit the
Junior DIP Agent to take any actions permitted hereunder, including but not limited to the actions
set forth in paragraph 33 hereof; and (c) authorize the Junior DIP Obligors to pay, and the Junior
DIP Credit Parties to retain and apply, payments made in accordance with this Final Junior DIP
Order and the DIP Intercreditor Agreement.
35. Good Faith.
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(a) Good Faith Under Section 364 of the Bankruptcy Code. The Junior
DIP Credit Parties have acted in good faith in connection with this Final Junior DIP Order and
their reliance on this Final Junior DIP Order is in good faith. Based on the findings set forth in this
Final Junior DIP Order and the record made during the Interim Hearing and the Final Hearing, and
in accordance with section 364(e) of the Bankruptcy Code, in the event any or all of the provisions
of this Final Junior DIP Order are hereafter modified, amended or vacated by a subsequent order of
the Bankruptcy Court, or any other court, the Junior DIP Credit Parties are entitled to the
protections provided in section 364(e) of the Bankruptcy Code. Any such modification,
amendment or vacatur shall not affect the validity and enforceability of the Junior DIP Secured
Obligations, or any lien, claim or priority authorized or created hereby. Any liens or claims
granted to the Junior DIP Credit Parties hereunder arising prior to the effective date of any such
modification, amendment or vacatur of this Final Junior DIP Order shall be governed in all
respects by the original provisions of this Final Junior DIP Order, including entitlement to all
rights, remedies, privileges and benefits granted herein.
(b) DIP ABL Credit Parties. The DIP ABL Credit Parties have acted in
good faith in connection with this Final Junior DIP Order, including, without limitation, the
negotiation and approval of the DIP Intercreditor Agreement, and their reliance on this Final
Junior DIP Order and the DIP Intercreditor Agreement is in good faith. Based on the findings set
forth in this Final Junior DIP Order and the record made at the Interim Hearing and the Final
Hearing, and in accordance with section 364(e) of the Bankruptcy Code, in the event any or all of
the provisions of this Final Junior DIP Order are hereafter modified, amended or vacated by a
subsequent order of the Bankruptcy Court, or any other Court, the DIP ABL Credit Parties are
entitled to the protections provided in section 364(e) of the Bankruptcy Code. Any such
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modification, amendment or vacatur shall not affect the validity and enforceability of the DIP
Intercreditor Agreement and/or any of the DIP ABL Documents.
36. Proofs of Claim. Any order entered by the Bankruptcy Court establishing a
bar date for any claims (including administrative claims) in any of the Chapter 11 Cases or any
Successor Case shall not apply to any Junior DIP Credit Party (for purposes of this paragraph 36,
in their respective capacities as such). The Junior DIP Credit Parties shall not be required to file
proofs of claim or requests for approval of administrative expenses authorized by this Final Junior
DIP Order in any of the Chapter 11 Cases or any Successor Case, and the provisions of this
Final Junior DIP Order relating to the amount of the Junior DIP Secured Obligations, the Junior
DIP Liens and the Junior DIP Superpriority Claims shall constitute a sufficient and timely filed
proof of claim and/or administrative expense request in respect of such obligations and such
secured status. For the avoidance of doubt, the books and records of the Junior DIP Agent and its
respective successors and assigns shall be deemed conclusive as to the amount of the claims of
each such party against the Junior DIP Credit Parties.
37. Rights of Access and Information. Without limiting the rights of access
and information afforded the Junior DIP Credit Parties under the Junior DIP Documents, the
Junior DIP Obligors shall be, and hereby are, required to afford Representatives, agents and/or
employees of the Junior DIP Agent reasonable access to: (a) the Junior DIP Obligors’ premises,
(b) knowledgeable officers of the Junior DIP Obligors, (c) the Junior DIP Obligors’ books and
records, and (d) the Junior DIP Obligors’ properties and other collateral of any Debtor against
whom such parties are granted Junior DIP Liens or Junior DIP Superpriority Claims under this
Final Junior DIP Order and the Junior DIP Obligors shall reasonably cooperate, consult with, and
provide to such persons all such information as may be reasonably requested. Without limiting
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any other rights or remedies of the Junior DIP Agent or the other Junior DIP Credit Parties, or
otherwise available at law or in equity, and subject to the terms of the Junior DIP Documents and
the DIP Intercreditor Agreement unless otherwise ordered by the Bankruptcy Court, upon three (3)
business days’ written notice to counsel to the Junior DIP Obligors, the DIP ABL Agents, counsel
to the Creditors’ Committee, and any landlord, lienholder, licensor, or other third party owner of
any leased or licensed premises or intellectual property, after the expiration of the Remedies
Notice Period, that a Termination Event has occurred and is continuing, the Junior DIP Agent, (i)
may, unless otherwise expressly provided in any separate agreement by and between the
applicable landlord or licensor and the Junior DIP Agent (the terms of which shall be reasonably
acceptable to the parties thereto), enter upon any leased or licensed premises of the Junior DIP
Obligors for the purpose of exercising any remedy with respect to Junior DIP Collateral located
thereon, and (ii) shall be entitled to all of the Junior DIP Obligors’ rights and privileges as lessee or
licensee under the applicable license and to use any and all trademarks, trade names, copyrights,
licenses, patents, or any other similar assets of the Junior DIP Obligors, which are owned by or
subject to a lien of any third party and which are used by Junior DIP Obligors in their businesses, in
either the case of (i) or (ii), without interference from lienholders or licensors thereunder; provided,
however, that the Junior DIP Agent (on behalf of the applicable Junior DIP Lenders) shall pay only
rent and additional rent, fees, royalties, or other monetary obligations of the Junior DIP Obligors
under, and solely as required by, the applicable lease and any amendments thereto that accrue
during the period of such occupancy or actual use by Junior DIP Agent calculated on a per diem
basis. Nothing herein shall require the Junior DIP Obligors, the Junior DIP Agent or the other
Junior DIP Credit Parties, to assume any lease or license under Bankruptcy Code section 365(a) as
a precondition to the rights afforded to the Junior DIP Agent and the other Junior DIP Credit
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Parties herein. Notwithstanding the foregoing, this paragraph shall be subject to the DIP
Intercreditor Agreement and: (i) any agreement in writing between any of the Junior DIP Agent,
the DIP ABL Agents or the Prepetition ABL Agents, as applicable, and any applicable landlord, (ii)
pre-existing rights of any of the Junior DIP Agent, the DIP ABL Agents, or the Prepetition ABL
Agents, as applicable, and any applicable landlord under applicable non-bankruptcy law, (iii)
consent of the applicable landlord, or (iv) further order of the Bankruptcy Court following notice
and a hearing.
38. Intercompany Obligations. To the extent any Debtor owes any
post-petition intercompany obligation or indebtedness to any other Debtor (the “Intercompany
Obligations”), such Intercompany Obligations shall be subordinated only to the DIP ABL Secured
Obligations, until the DIP ABL Secured Obligations are indefeasibly repaid in full in cash and the
Junior DIP Secured Obligations until the Junior DIP Secured Obligations are indefeasibly repaid
in full. All Intercompany Obligations incurred after the Petition Date (“Postpetition Intercompany
Obligations”) shall be secured by an automatically perfected security interest in and lien on, as to
any Debtor transferee, all DIP ABL Collateral including Prepetition ABL Collateral, Prepetition
Encumbered Collateral and Prepetition Unencumbered Collateral of the transferee for the benefit
of the Debtor transferor (the “Postpetition Intercompany Liens”) junior to the Carve-Out, the DIP
ABL Liens, the Senior Permitted Liens, the Junior DIP Liens, the Adequate Protection Liens
(other than the Prepetition Second Lien Adequate Protection Liens), and the Prepetition ABL
Liens, and senior to all other liens, and as to any non-Debtor transferee, liens on all assets and
property of such transferee. For the avoidance of doubt, any reference in this Final Junior DIP
Order to payment (or repayment) in full shall mean: (a) indefeasible repayment of all outstanding
obligations in full in cash, (b) termination or expiration of all commitments under any applicable
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Junior DIP Documents, DIP ABL Loan Documents or Prepetition ABL Loan Documents and
termination or expiration of any other commitment of any Junior DIP Credit Parties, DIP ABL
Credit Parties or Prepetition ABL Credit Parties to make extensions of credit to any of the Junior
DIP Obligors, DIP ABL Loan Parties under any such Junior DIP Documents, DIP ABL Loan
Documents or Prepetition ABL Loan Documents, respectively, (c) all letters of credit issued or
deemed issued under the DIP ABL Loan Documents have been canceled or have expired, and all
amounts drawn thereunder have been reimbursed in full in cash (or other arrangements with
respect thereto satisfactory to the DIP ABL Agents in their sole discretion shall have been made),
and (d) solely with respect to the Prepetition ABL Obligations (i) if no Challenge Proceeding has
been timely and properly commenced with respect to the prepetition obligations subject to the
ABL Roll Up (as defined in the DIP ABL Order), the expiration of the Challenge Period, or (ii) the
date on which any order entered by the Bankruptcy Court in favor of the applicable secured party
in such Challenge Proceeding becomes final and non-appealable. For the avoidance of doubt, any
Intercompany Obligations shall be subordinated to the Junior DIP Secured Obligations, DIP ABL
Secured Obligations, the Adequate Protection Liens (other than the Prepetition Second Lien
Adequate Protection Liens), and the Adequate Protection Claims (other than the Second Lien
Facilities Superpriority Claims (as defined in the DIP ABL Order)), except to the extent set forth
on the lien priority chart in paragraph 14. The Debtors shall establish reasonable procedures
(reasonably acceptable to the Creditors’ Committee, the DIP ABL Agents, the Junior DIP Agent,
and the Prepetition Second Lien Credit Parties) to trace cash proceeds from the sale of inventory of
the Debtors and to track liabilities and payables of the Debtors, including shared services and
professional fees and costs (collectively, the “Allocable Costs”), on an entity by entity basis,
including without limitation between obligors and non-obligors under the Prepetition Second Lien
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Obligations, and to report the same to the Creditors’ Committee, the DIP ABL Agents, the Junior
DIP Agent, and the Prepetition Second Lien Credit Parties on a monthly basis. At the time of
repayment or treatment of the Postpetition Intercompany Obligations pursuant to a chapter 11 plan
or otherwise, the Debtors, the Creditors’ Committee, the DIP ABL Agents, the Junior DIP Agent,
and the Prepetition Second Lien Credit Parties agree to cooperate in good faith to propose and
adopt a fair and reasonable allocation of all Allocable Costs on an entity by entity basis.
39. Prohibited Use of Junior DIP Facility, Junior DIP Collateral, Cash
Collateral, Carve-Out, etc. Notwithstanding anything herein, prior to indefeasible payment in full
in cash of the Junior DIP Secured Obligations except as otherwise expressly provided in this Final
Junior DIP Order, the Junior DIP Collateral, proceeds thereof, and the Carve-Out may not be used:
(a) for the payment of interest and principal with respect to Prepetition
Obligations or any other prepetition indebtedness of the Debtors, except for:
(i) the Carve-Out; (ii) prepetition employee wages, benefits and related
employee taxes as of the Petition Date; (iii) prepetition sales, use and real
property taxes; (iv) prepetition amounts due in respect of insurance
financings, premiums and brokerage fees; (v) payment of certain interest
and expenses (which expenses shall include fees and expenses of
professionals) of the Prepetition ABL Agents and the Prepetition ABL
Credit Parties (solely as required under the DIP ABL Order); (vi) other
“first day” interim and final orders permitting payment of prepetition claims,
in the case of (ii) through (vi) pursuant to an order or orders of the
Bankruptcy Court in form and substance acceptable to the Junior DIP Agent
and DIP ABL Agents in their sole and absolute discretion and subject to and
in accordance with the Approved Budget; (vii) the ABL Roll Up (as
provided for under the DIP ABL Order); and (viii) other indebtedness to the
extent authorized by the Bankruptcy Court and set forth in the Approved
Budget;
(b) subject to this Final Junior DIP Order, in connection with or to finance in
any way any action, suit, arbitration, proceeding, application, motion or
other litigation or threatened litigation (including any investigation in
connection with such litigation or threatened litigation) of any type adverse
to the rights, remedies, claims or defenses of the Junior DIP Credit Parties,
DIP ABL Credit Parties7 or the Joint Lead Arrangers under the DIP ABL
7 For the purposes of this paragraph 39 and paragraphs 43, 44, and 45 the Prepetition ABL Credit Parties do not
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Loan Documents or the Prepetition ABL Credit Parties under the

Prepetition ABL Loan Documents, this Final Junior DIP Order, including
for the payment of any services rendered by the professionals retained by
the Debtors or the Creditors’ Committee in connection with the assertion of
or joinder in any claim, counterclaim, action, proceeding, application,
motion, objection, defense or other contested matter, the purpose of which
is to seek, or the result of which would be to obtain, any order, judgment
determination, declaration or similar relief (A) invalidating, setting aside,
avoiding, challenging, or subordinating, in whole or in part, the Junior DIP
Secured Obligations, Junior DIP Liens, DIP ABL Secured Obligations, DIP
ABL Liens, the Prepetition ABL Obligations, the Prepetition ABL Liens,
the Adequate Protection Claims, the Adequate Protection Liens, or any
adequate protection payments pursuant to this Final Junior DIP Order;
(B) for monetary, injunctive, declarative or other affirmative relief against
the Junior DIP Credit Parties, DIP ABL Credit Parties or the Prepetition
ABL Credit Parties or their respective collateral; or (C) preventing,
hindering or otherwise delaying the exercise by the Junior DIP Credit
Parties, DIP ABL Credit Parties or the Prepetition ABL Credit Parties of
any rights and remedies under this Final Junior DIP Order, the Junior DIP
Documents, the DIP ABL Loan Documents, the Prepetition ABL Loan
Documents or applicable law, or the enforcement or realization (whether by
foreclosure, credit bid, further order of the Bankruptcy Court or otherwise)
by the Junior DIP Credit Parties, DIP ABL Credit Parties or the Prepetition
ABL Credit Parties upon any of their respective collateral;
(c) to make any payment in settlement of any claim, action or proceeding,

before any court, arbitrator or other governmental body, without prior
written consent of the Junior DIP Agent and DIP ABL Agents, unless
otherwise set forth in the Approved Budget;
(d) to pay any fees or similar amounts to any person who has proposed or may
propose to purchase interests of the Debtors (including so-called “topping
fees,” “exit fees” and other similar amounts), except as approved by the
Bankruptcy Court, without prior written consent by the Junior DIP Agent
and DIP ABL Agents, unless otherwise included in the Approved Budget;
(e) to object to, contest, or interfere with, in any way, the Junior DIP Credit
Parties, DIP ABL Credit Parties’ or the Prepetition ABL Credit Parties’
enforcement or realization upon any of the Junior DIP Collateral,
Prepetition ABL Collateral or DIP ABL Collateral once a Termination
Event has occurred, except as provided for in this Final Junior DIP Order, or
seek to prevent the Junior DIP Credit Parties, DIP ABL Credit Parties or the
Prepetition ABL Credit Parties from credit bidding in connection with any
include ESL or any Non-ESL Insider, in any capacity.
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proposed plan of reorganization or liquidation or any proposed transaction

pursuant to section 363 of the Bankruptcy Code;
(f) unless in connection with the repayment in full, in cash of the Junior DIP
Facility, DIP ABL Facility, or the Prepetition ABL Secured Obligations, as
applicable, to use or seek to use Cash Collateral while the Junior DIP
Secured Obligations, DIP ABL Secured Obligations, the Prepetition ABL
Obligations and/or any of the DIP Term Loan Credit Parties’ commitments
under the Junior DIP Documents remain outstanding, or the DIP ABL
Credit Parties’ commitments under the DIP ABL Loan Documents remain
outstanding, without the consent of the DIP Term Loan Agent, DIP ABL
Agents, or the Prepetition ABL Administrative Agent, as applicable, other
than during the Remedies Notice Period during which period the Junior DIP
Obligors and the DIP ABL Loan Parties may only use Cash Collateral in
accordance with the terms of this Final Junior DIP Order;
(g) to use or seek to use any insurance or tax refund proceeds constituting
Junior DIP Collateral, or Prepetition ABL Collateral other than solely in
accordance with the Approved Budget, the Junior DIP Documents, and the
DIP ABL Loan Documents;
(h) to incur indebtedness other than in accordance with the Approved Budget,
the Junior DIP Documents or the DIP ABL Loan Documents without the
prior consent of the Junior DIP Agent and the DIP ABL Agent;
(i) to object to or challenge in any way the claims, liens, or interests held by or
on behalf of the Junior DIP Credit Parties, DIP ABL Credit Parties or the
Prepetition ABL Credit Parties; provided, however, that, not more than
$100,000 in the aggregate of proceeds of the Carve-Out, any Cash
Collateral, or any proceeds of the DIP ABL Facility, the DIP ABL
Collateral, the Junior DIP Facility or the Junior DIP Collateral may be used
by such Creditors’ Committee for purposes of investigating such claims,
liens, or interests of the Prepetition ABL Credit Parties (but not to litigate
any of the foregoing) pursuant to the DIP ABL Order;
(j) to assert, commence, prosecute or support any claims or causes of action

whatsoever, including any Avoidance Action, against the Junior DIP Credit
Parties, DIP ABL Credit Parties or the Prepetition ABL Credit Parties;
provided that the foregoing shall not be construed to prohibit the Debtors
from responding to discovery requests as required in their reasonable
business judgment in consultation with legal counsel;
(k) to prosecute any objection to, contest in any manner, or raise any defenses
to, the validity, perfection, priority, or enforceability of, or seek equitable
relief from any of the Adequate Protection Claims, the Adequate Protection
Liens, any adequate protection payments pursuant to the DIP ABL Orders
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or any other rights or interests of the DIP ABL Credit Parties or the
Prepetition ABL Credit Parties;
(l) to prosecute an objection to, contest in any manner, or raise any defenses to,
the validity, extent, amount, perfection, priority, or enforceability of, or
seek equitable relief from, any of the Junior DIP Secured Obligations,
Junior DIP Liens, DIP ABL Secured Obligations, the DIP ABL Liens, the
Prepetition ABL Obligations, the Prepetition ABL Liens, the Junior DIP
Superpriority Claim or DIP ABL Superpriority Claims;
(m) to sell or otherwise dispose of the Junior DIP Collateral, DIP ABL
Collateral or the Prepetition ABL Collateral other than as contemplated by
the Junior DIP Documents, DIP ABL Loan Documents or the Prepetition
ABL Loan Documents, as applicable; or
(n) for any purpose otherwise limited by the Junior DIP Documents, DIP ABL
Loan Documents or the Prepetition ABL Loan Documents, as applicable.
40. [RESERVED].
41. [RESERVED].
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42. No Third Party Rights. Except as explicitly provided for herein, this
Final Junior DIP Order does not create any rights for the benefit of any third party, creditor, equity
holder or any direct, indirect, or incidental beneficiary.
43. Limitations on Charging Expenses. No costs or expenses of
administration which have been or may be incurred in the Chapter 11 Cases or any Successor
Cases at any time shall be charged against the Junior DIP Credit Parties (solely in their capacity as
Junior DIP Credit Parties) or the Junior DIP Collateral pursuant to sections 105 or 506(c) of the
Bankruptcy Code or any other legal or equitable doctrine (including unjust enrichment) or any
similar principle of law, without the prior written consent of the Junior DIP Agent and/or any
Junior DIP Credit Party, as applicable, and no such consent shall be implied from this Final Junior
DIP Order or any other action, inaction, or acquiescence by any such agents or lenders.
44. Section 552(b). The “equities of the case” exception under section 552(b)
of the Bankruptcy Code shall not apply to the Junior DIP Credit Parties, with respect to proceeds,
products, offspring or profits of any of the Junior DIP Collateral.
45. No Marshaling/Applications of Proceeds. Subject to the DIP Intercreditor
Agreement and the Reverse Marshaling Provisions, the Junior DIP Credit Parties shall not be
subject to the equitable doctrine of “marshaling” or any other similar doctrine with respect to any
of the Junior DIP Collateral except as set forth herein.
46. Discharge Waiver. The Debtors expressly stipulate, and the Bankruptcy
Court finds and adjudicates that, none of the Junior DIP Secured Obligations, the Junior DIP
Superpriority Claims, or the Junior DIP Liens shall be discharged by the entry of an order
confirming any plan of reorganization, notwithstanding the provisions of section 1141(d) of the
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Bankruptcy Code, unless the Junior DIP Secured Obligations have been indefeasibly paid in full in
cash on or before the effective date of a confirmed plan of reorganization.
47. Rights Preserved. Other than as expressly set forth in this Final Junior DIP
Order, any other rights, claims or privileges (whether legal, equitable or otherwise) of the Junior
DIP Credit Parties, DIP ABL Credit Parties and the Prepetition Credit Parties are preserved.
Nothing contained herein shall be deemed to prevent the Prepetition Credit Parties from requesting
additional adequate protection or from arguing that the adequate protection granted in the DIP
ABL Order does not in fact adequately protect the Prepetition Credit Parties against post-petition
diminution in value of the Prepetition Collateral if any; provided that all parties’ rights to oppose
such relief are fully preserved.
48. Release. As further set forth in the Junior DIP Documents, the Debtors, on
behalf of themselves and their estates (including any successor trustee or other estate
representative in these Chapter 11 Cases or any Successor Case) and any party acting by, through,
or under any of the Debtors or any of their estates, hereby stipulate and agree that they forever and
irrevocably (a) release, discharge, waive, and acquit the current or future Junior DIP Agent and
other current or future Junior DIP Credit Parties, and each of their respective participants and each
of their respective affiliates, and each of their respective Representatives (each of the foregoing
only in their capacity as such), from any and all claims, demands, liabilities, responsibilities,
disputes, remedies, causes of action, indebtedness, and obligations, rights, assertions, allegations,
actions, suits, controversies, proceedings, losses, damages, injuries, attorneys’ fees, costs,
expenses, or judgments of every type, whether known, unknown, asserted, unasserted, suspected,
unsuspected, accrued, unaccrued, fixed, contingent, pending, or threatened, including all legal and
equitable theories of recovery, arising under common law, statute or regulation or by contract, of
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every nature and description, arising out of, in connection with, or relating to the Junior DIP
Facility, the Junior DIP Documents or the transactions and relationships contemplated hereunder
or thereunder, including (i) any so-called “lender liability” or equitable subordination claims or
defenses, (ii) any and all claims and causes of action arising under the Bankruptcy Code, and (iii)
any and all claims and causes of action regarding the validity, priority, perfection, or avoidability
of the liens or secured claims of the Junior DIP Agent and the other Junior DIP Credit Parties; and
(b) waive any and all defenses (including offsets and counterclaims of any nature or kind) as to the
validity, perfection, priority, enforceability, and nonavoidability of the Junior DIP Secured
Obligations, the Junior DIP Liens, and the Junior DIP Superpriority Claims, provided, however,
that the foregoing release shall not release any claims for fraud or willful misconduct, provided,
further that ESL, or any Non-ESL Insider, in any capacity, shall not be entitled to a release
pursuant to this paragraph and shall not be permitted to become a Junior DIP Credit Party without
a further order of the Bankruptcy Court. For the avoidance of doubt, the foregoing release shall
not constitute a release of any rights arising under the Junior DIP Documents or of ESL or any
Non-ESL Insider.
49. No Waiver by Failure to Seek Relief. The failure or delay of the Junior
DIP Credit Parties, the DIP ABL Credit Parties or the Prepetition Credit Parties to seek relief or
otherwise exercise their respective rights and remedies under this Final Junior DIP Order, the
Junior DIP Documents, the Prepetition Loan Documents, the DIP ABL Loan Documents, or
applicable law, as the case may be, shall not constitute a waiver of any of the rights hereunder,
thereunder, or otherwise of the Junior DIP Credit Parties, the DIP ABL Credit Parties, or the
Prepetition Credit Parties.
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50. Binding Effect of Final Junior DIP Order. Immediately upon entry by the
Bankruptcy Court (notwithstanding any applicable Bankruptcy Rules or any other law or rule to
the contrary), the terms and provisions of this Final Junior DIP Order, including the liens granted
herein shall, nunc pro tunc to the date of entry of the Interim Junior DIP Order, become valid and
binding upon and inure to the benefit of the Debtors, the Junior DIP Credit Parties, and their
respective successors and assigns; provided that ESL shall not be permitted to have any interest in
any Junior DIP Obligations, either directly or indirectly, including by participation or otherwise,
and any such interest shall be void ab initio. To the extent there is any applicable stay of this
Final Junior DIP Order, it is hereby waived.
51. No Modification of Final Junior DIP Order. The Debtors irrevocably
waive the right to seek and shall not seek or consent, directly or indirectly without the prior written
consent of the Junior DIP Agent and the DIP ABL Agents, which consent of the Junior DIP Agent
and the DIP ABL Agents may be refused in their sole and absolute discretion: (a) any
modification, stay, vacatur or amendment to this Final Junior DIP Order; (b) other than the
Carve-Out, a priority claim for any administrative expense or unsecured claim against the Debtors
to the fullest extent permitted under the Bankruptcy Code in the Chapter 11 Cases or any
Successor Case, equal or superior to the Junior DIP Superpriority Claim; (c) any lien on any of the
Junior DIP Collateral, with priority equal or superior to the Junior DIP Liens. The Debtors
irrevocably waive any right to seek any amendment, modification or extension of this Final Junior
DIP Order without the prior written consent of the Junior DIP Agent and the DIP ABL Agents, and
no such consent shall be implied by any other action, inaction or acquiescence of the Junior DIP
Credit Parties, Prepetition ABL Credit Parties or the DIP ABL Credit Parties. Neither the Interim
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Junior DIP Order nor this Final Junior DIP Order shall be modified without the consent of the DIP
ABL Agents.
52. Controlling DIP Order. In the event of any inconsistency between the
terms and conditions of the Junior DIP Documents or this Final Junior DIP Order, the provisions
of this Final Junior DIP Order shall govern and control. In the event of any inconsistency between
the terms and conditions of the Final DIP ABL Order and the Final Junior DIP Order, the Final
DIP ABL Order shall govern and control.
53. Survival. The provisions of this Final Junior DIP Order and any actions
taken pursuant hereto shall survive entry of any order which may be entered: (a) confirming any
plan of reorganization in the Chapter 11 Cases; (b) converting any of the Chapter 11 Cases to a
case under chapter 7 of the Bankruptcy Code; (c) dismissing any of the Chapter 11 Cases or any
Successor Case; or (d) pursuant to which the Bankruptcy Court abstains from hearing the Chapter
11 Cases or any Successor Case. The terms and provisions of this Final Junior DIP Order,
including the claims, liens, security interests and other protections granted to the Junior DIP Credit
Parties, and the DIP ABL Credit Parties pursuant to this Final Junior DIP Order, notwithstanding
the entry of any such order, shall continue in the Chapter 11 Cases, in any Successor Case, or
following dismissal of any of the Chapter 11 Cases or any Successor Case, and shall maintain their
priority as provided by this Final Junior DIP Order until all Junior DIP Secured Obligations have
been paid in full.
54. Preservation of Rights Granted Under this Final Junior DIP Order.
(a) Except as expressly provided herein, in the Junior DIP Documents,
or the DIP ABL Order no claim (to the fullest extent permitted under the Bankruptcy Code) or lien
having a priority senior to or pari passu with that granted by this Final Junior DIP Order to the
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Junior DIP Credit Parties shall be granted while any portion of the Junior DIP Secured Obligations
remain outstanding, and the Junior DIP Liens shall not be subject to or junior to any lien or security
interest that is avoided and preserved for the benefit of the Debtors’ estates under section 551 of
the Bankruptcy Code or subordinate to or made pari passu with any other lien or security interest,
whether under section 364(d) of the Bankruptcy Code or otherwise.
(b) Unless all Junior DIP Secured Obligations shall have been
indefeasibly paid in full in cash, the Debtors shall not seek, and it shall constitute an Event of
Default under the Junior DIP Documents if there is entered (i) any stay, vacatur, rescission,
modification, amendment, or extension of the Interim Junior DIP Order or this Final Junior DIP
Order without the prior written consent of the Junior DIP Agent and the DIP ABL Agents, and no
such consent shall be implied by any other action, inaction or acquiescence by the Junior DIP
Agent or the DIP ABL Agents; (ii) an order converting any of these Chapter 11 Cases to cases
under chapter 7 of the Bankruptcy Code or dismissing any of these Chapter 11 Cases; or (iii) any
other order granting adequate protection or authorizing the use of Cash Collateral without the prior
written consent of the Junior DIP Agent, DIP ABL Agents and the Prepetition ABL Agents, and no
such consent shall be implied by any other action, inaction, or acquiescence by any of the Junior
DIP Agent, DIP ABL Agents and the Prepetition ABL Agents. If an order dismissing or
converting any of these Chapter 11 Cases under section 1112 of the Bankruptcy Code or otherwise
is at any time entered this Bankruptcy Court shall retain jurisdiction to the extent it has jurisdiction,
notwithstanding such dismissal or conversion, for the purposes of enforcing the claims, liens and
security interests referred to in paragraph 53.
(c) If any or all of the provisions of this Final Junior DIP Order are
hereafter reversed, modified, vacated or stayed or any order is entered dismissing any of the
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Chapter 11 Cases or converting any of these Chapter 11 Cases to cases under chapter 7 of the
Bankruptcy Code, such reversal, stay, modification, vacatur, conversion, or dismissal shall not
affect (i) the validity, priority or enforceability of any Junior DIP Secured Obligations incurred
prior to the actual receipt of written notice by the Junior DIP Agent of the effective date of such
reversal, stay, modification or vacatur, or (ii) the validity, priority, or enforceability of the
Junior DIP Liens. Notwithstanding any such reversal, stay, modification or vacatur, any use of
Junior DIP Collateral, any Junior DIP Secured Obligations incurred by the Junior DIP Obligors,
Junior DIP Agent, and/or other Junior DIP Credit Parties, as the case may be, prior to the actual
receipt of written notice by the Junior DIP Agent, of such reversal, stay, modification or vacatur
shall be governed in all respects by the original provisions of this Final Junior DIP Order, and the
Junior DIP Credit Parties shall be entitled to all of the rights, remedies, privileges and benefits
granted in section 364(e) of the Bankruptcy Code, this Final Junior DIP Order, and pursuant to the
Junior DIP Documents with respect to all such uses of the Junior DIP Collateral and all Junior DIP
Secured Obligations.
55. Chubb Reservation of Rights. For the avoidance of doubt, (i) the Junior
DIP Credit Parties shall not have a security interest or lien on any collateral provided by or on
behalf of the Debtors to ACE American Insurance Company and ACE Fire Underwriters
Insurance Company (together, with each of their affiliates and affiliates successors, “Chubb”), (ii)
the Debtors may not grant liens and/or security interests in such property to any other party,
(iii) this Order does not grant the Debtors any right to use any property (or the proceeds thereof)
held by Chubb as collateral to secure obligations under insurance policies and related agreements;
provided that to the extent any such property reverts to the Debtors, such property shall be subject
to the terms of this Final Junior DIP Order; and (iv) nothing, including the Junior DIP Credit
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Agreement and/or this Order, alters or modifies (a) the terms and conditions of any insurance
policies or related agreements issued by Chubb or any notices of non-renewal related thereto;
(b) Chubb’s right to decline to renew any insurance policies or to decline to issue replacement
insurance policies for any expiring insurance policies, or (c) the expiration of any insurance
policies issued by Chubb pursuant to their terms or any notices of non-renewal related thereto.
56. United States of America
(a) In determining to make any loan under the Junior DIP Credit
Agreement or in exercising any rights or remedies as and when permitted pursuant to this
Final Junior DIP Order or the Junior DIP Documents, the Junior DIP Credit Parties shall not be
deemed to be in control of the operations of the Debtors or to be acting as a “responsible person” or
“owner or operator” with respect to the operation or management of the Debtors, so long as the
Junior DIP Credit Parties’ actions do not constitute, within the meaning of 42 U.S.C. §
9601(20)(F), actual participation in the management or operational affairs of a vessel or facility
owned or operated by a Debtor, or otherwise cause liability to arise to the federal or state
government or the status of responsible person or managing agent to exist under applicable law (as
such terms, or any similar terms, are used in the United States Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., as amended, or any similar
federal or state statute).
(b) Nothing in this Final Junior DIP Order or the Junior DIP Documents
shall permit the Debtors to violate 28 U.S.C. § 959(b).
(c) As to the United States, its agencies, departments, or agents, nothing
in this Final Junior DIP Order or the Junior DIP Documents shall discharge, release or otherwise
preclude any valid right of setoff or recoupment that any such entity may have, and the Debtors
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and all other parties in interest, including the Junior DIP Credit Parties, reserve all rights to
challenge the validity of any such purported right of setoff or recoupment.
57. Setoff and Recoupment. Notwithstanding anything to the contrary in this
Final Junior DIP Order, nothing herein is intended to, and shall not: (a) waive, modify, prejudice,
limit or otherwise impair the right of any party to exercise rights of setoff or recoupment, if any,
under the Bankruptcy Code (including, without limitation, pursuant to section 553 of the
Bankruptcy Code) or any other applicable non-bankruptcy law, subject, however, to section 546(c)
of the Bankruptcy Code, (b) provide any party with any greater or lesser setoff or recoupment
rights, if any, than they would have under the Bankruptcy Code or any other applicable
non-bankruptcy law, or eliminate the need to seek relief from the automatic stay where required
before exercising any such rights, or (c) waive, modify, prejudice, limit or otherwise impair any
defenses or objections of the Junior DIP Agent or any of the other Junior DIP Credit Parties, the
Debtors and any other party in interest to such setoff and recoupment rights or the exercise thereof.
58. Prepetition Consolidated Loan Lenders. As adequate protection of liens
held by SL Agent, LLC, as agent (in such capacity, the "Prepetition Consolidated Loan Agent")
under that certain Third Amended and Restated Loan Agreement, dated as of June 4, 2018 (as
amended, restated, amended and restated, supplemented, waived or otherwise modified prior to
the date hereof, the "Prepetition Consolidated Loan Agreement"), among (i) JPP, LLC, JPP II,
LLC and Cascade Investment, L.L.C., collectively, as lenders and (iii) Sears, Roebuck And Co.,
KMART Stores of Illinois LLC, KMART of Washington LLC, KMART Corporation, SHC Desert
Springs, LLC, Innovel Solutions, Inc., Sears Holdings Management Corporation, Maxserv, Inc.,
Troy Coolidge No. 13, LLC, Sears Development Co., Big Beaver Of Florida Development, LLC
and Sears Holdings Corporation (collectively, the "Prepetition Consolidated Loan Parties"), the
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Prepetition Consolidated Loan Parties are authorized and directed, on a final basis, to provide
adequate protection in the form of (i) current cash reimbursement of reasonable and documented
fees and expenses and other disbursements of the Prepetition Consolidated Loan Agent whether
incurred before, on or after the Petition Date, including the reasonable documented fees and
expenses of its professional advisors subject to the procedures set forth in paragraph 19(f) of the
DIP ABL Order, Debevoise & Plimpton LLP, (ii) continued maintenance and insurance of the
“Collateral” as such term is defined in the Prepetition Consolidated Loan Agreement in amounts
and for the risks, and by the entities, as required under the Prepetition Consolidated Loan
Agreement and this Final Order and (iii) cash payment of post-petition interest on Note A-1 and
Note A-2 (each as defined in the Prepetition Consolidated Loan Agreement) under the Prepetition
Consolidated Loan Agreement as such interest becomes due and payable at the applicable
non-default rate thereunder from and after the Petition Date; provided that in the event of a final
determination that the Prepetition Consolidated Loan Parties, as applicable are undersecured as of
the Petition Date, payments received by the applicable Prepetition Consolidated Loan Parties
pursuant to this clause (iii) may be recharacterized and applied as payments of principal. For the
avoidance of doubt, the foregoing does not apply to any portion of the Prepetition Consolidated
Loan held by ESL.
59. Reclamation, Setoff and Recoupment. To the extent a seller of goods (a
“Reclamation Creditor”) asserts rights of reclamation pursuant to and in accordance with both
section 2-702(2) of the Uniform Commercial Code (the “UCC”) and section 546(c) of the
Bankruptcy Code (each a “Reclamation Claim” and, collectively, the “Reclamation Claims”)
requesting that the Debtors return certain goods identified in the Reclamation Claims (the
“Reclamation Goods”), the rights of such Reclamation Creditor (the “Reclamation Rights”) in
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either Reclamation Goods or the proceeds thereof (the “Reclamation Proceeds”) and the priority of
such Reclamation Rights as against any other interest in the Reclamation Goods or the
Reclamation Proceeds shall be preserved solely to the extent a Challenge Proceeding with respect
to the Prepetition ABL Revolving Extensions of Credit, the Prepetition ABL Term Loans or the
liens securing any of such obligations has been successfully brought in compliance with the
provisions of this Final Junior DIP Order and determined by an order entered by the Bankruptcy
Court that becomes final and non-appealable; provided that in no event shall any alleged
Reclamation Claim or Reclamation Right be deemed or treated hereunder as a Permitted Prior
Lien rather, any such alleged Reclamation Claim or Reclamation Right shall have the same rights
and priority with respect to the Junior DIP Facility, and Junior DIP Liens as such rights and claims
had with respect to the Prepetition ABL Facilities, Prepetition ABL Liens and Prepetition ABL
Collateral (subject to paragraphs 40 and 41 of the DIP ABL Order). Notwithstanding anything
herein to the contrary, nothing herein shall determine, or be deemed a determination of the validity
or extent of any Reclamation Rights or Reclamation Claims and all parties rights with respect
thereto are expressly reserved.
60. Specified Governmental Unit Assets. As adequate protection for the
claims of the Specified Governmental Units,8 the Debtors either will pay such claims directly or
8 For purposes of this Final Junior DIP Order, “Specified Governmental Units” means Allen ISD, Angelina
County, Aransas Count, Atascosa County, Atlanta, Atlanta ISD, Bee County, Bexar County, Blanco CAD,
Cameron County, Cleveland ISD, Cypress-Fairbanks ISD, Dallas County, Del Rio, Eagle Pass, Eagle Pass ISD,
El Paso, Ellis County, Fort Bend County, Frisco, Galveston County, Grayson County, Gregg County, Harlingen,
Harlingen CISD, Harris County, Hidalgo County, Hood CAD, Hopkins County, Hunt County, Irving ISD, Jasper
County, Jefferson County, Jim Wells CAD, Kaufman County, Lewisville ISD, Matagorda County, McAllen,
McLennan County, Montgomery County, Navarro County, Nueces County, Parker CAD, Pecos County,
Pleasanton, Polk County, Rockwall CAD, San Patricio County, Smith County, Stephenville, Stephenville ISD,
Sulphur Springs, Sulphur Springs ISD, Tarrant County, Tom Green CAD, Val Verde County, Van Zandt CAD,
Victoria County, Wharton Co. Jr. College Dist., Wilson County, Wise CAD, Wise County, Wood County, Nolan
County, City Sweetwater, Sweetwater Independent School District (ISD), Palo Pinto County, City Mineral Wells,
Mineral Wells ISD, Johnson County, City Cleburne, Cleburne , ISD, Arlington ISD, Crowley ISD, Eagle
Mountain-Saginaw ISD, City Grapevine, Grapevine-Colleyville ISD, Richardson ISD, Carrollton-Farmers
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fund a segregated account (the “Specified Governmental Units Account”), in each case from the
proceeds of the Store Closing Sales (as defined in the DIP ABL Order) located in jurisdictions
subject to the authority of the Specified Governmental Units Account. The liens asserted by
Specified Governmental Units shall attach to the Specified Governmental Units Account in the
same amount, to the same extent and with the same priority, validity and enforceability, and
subject to the same defenses, as the liens the Specified Governmental Units now have against such
assets of the Debtors. Further, nothing in this Final Junior DIP Order or final orders with respect to
post-petition financing, use of cash collateral, the closing of certain store locations or the same of
the Debtors’ assets shall affect the priority of the ad valorem tax liens of the Specified
Governmental Units (if any) which may arise during the pendency of these cases. The Specified
Governmental Units Account shall be maintained solely for the purpose of providing adequate
protection and shall constitute neither the allowance of the claims of the Specified Governmental
Units, nor a floor or cap on the amounts the Specified Governmental Units may be entitled to
receive. All parties’ rights to object to the priority, validity, amount, and extent of the claims and
liens asserted by the Specified Governmental Units are fully preserved. Funds in the Specified
Governmental Units Account may be distributed upon agreement between the Specified
Governmental Units and the Debtors, with the consent of the DIP ABL Administrative Agent, and
Branch ISD, City of Garland, Lubbock Central Appraisal District, Midland County, Tyler ISD, Cass County,
Houston County, Mineola ISD, Nacogdoches County ISD, Austin County Appraisal District, Brazoria County
Tax Office, Brazoria County Municipal Utility District (MUD) #35, Brazoria County Tax Office, Fort Bend ISD,
Fort Bend County Levee Improvement District #2, First Colony MUD #10, Clear Creek ISD, Galveston County
Mgmt. Dist. #1, Dickinson ISD, Interstate MUD, Clear Creek ISD, Galveston County Mgmt Dist. #1, Dickinson
ISD, Interstate MUD, Clear Creek ISD, City of Houston, Galena Park ISD, HC MUD 285, Clear Creek ISD, City
of Houston, Galena Park ISD, Spring Branch ISD, Spring ISD, Alief ISD, Tomball ISD, City of Tomball,
Midtown Mgmt District, City of Jasper, City of Cleveland, Bay City ISD, Kerr County, Kendall County, Fayette
County, Maverick County, Uvalde County, Weslaco City, Weslaco ISD, Randall County Tax Office, Potter
County Tax Office, Gray County Tax Office, Garland ISD, Humble ISD, Harris County MUD 109, and Maricopa
County Treasurer.
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Junior DIP Agent, or by subsequent order of the Bankruptcy Court, duly noticed to the Specified
Governmental Units.
61. Consignment Merchandise To the extent of any conflict between
paragraphs 36 through 41 of the Final Order Approving (I) Procedures For Store Closing Sales
And (II) Assumption Of Liquidation Consulting Agreement [ECF No. 876] (the “GOB Order”) and
this Final Junior DIP Order, paragraphs 36 through 41 of the GOB Order shall control.
62. American Greetings Corporation. Nothing in this Final Junior DIP Order
shall affect or impair (i) the rights of American Greetings Corporation and its affiliates ("AG") in
and to certain greetings cards and related products sold by AG to the Debtors on a scan-based
method of sale (the "AG Products"), (ii) AG's rights in the proceeds of the AG Products (the "AG
Proceeds"), (iii) AG's claims against the Debtors, the Junior DIP Lenders, or any other party
relating to the AG Products, including, without limitation, AG's claims to recover the AG
Proceeds, or (iv) any defenses or objections to such claims or rights that may be asserted by the
Debtors, the Junior DIP lenders or any other party in interest, all of which rights, claims, defenses
and objections are hereby preserved.
63. School District Unit 300. Notwithstanding anything to the contrary
contained herein, and consistent with the record of the hearing held before the Court on
November 28, 2018, all rights of Community Unit School District 300 with respect to any ongoing
stayed litigation and the transactions and events referenced therein, including the right to assert a
constructive trust or a senior secured lien, and all defenses or objections of the Debtors and/or any
and all other parties thereto, shall be preserved, and nothing herein shall waive, modify, prejudice,
limit or otherwise impair any such rights, defenses or objections as the case may be, or be deemed
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a determination as to the validity, priority or extent of any such rights, claims or liens (if any) and
all parties’ rights with respect thereto are also expressly reserved.
64. SHLD and Cyrus and Relator Carl Ireland. Notwithstanding anything to
the contrary contained herein (including, but not limited to, paragraphs iv, 13, and 14 hereof),
nothing herein, including the Carve-Out, shall be deemed to prime or be otherwise made senior or
pari passu to any valid, perfected and non-avoidable security interests or liens held by
(i) SHLD Lendco, LLC or Cyrus Capital Partners, L.P. under the IP/Ground Lease Term Loan or
(ii) Relator Carl Ireland, Administrator of the Estate of James Garbe, and the other parties to the
Garbe settlement agreement sharing in that security interest with Garbe (such security interests and
liens the “Specified Security Interests”). All parties' rights to object to the priority, validity,
amount, and extent of the Specified Security Interests and the claims secured thereby (and all
objections and defenses of the holders of the Specified Security Interests) are hereby fully
preserved. All rights and remedies of the Debtors in respect of the Specified Security Interests,
including, but not limited to, the right to seek to surcharge and to seek to impose the remedy of
marshaling (and, in each case, all objections and defenses of the holders of the Specified Security
Interests) are hereby fully preserved. All rights of the holders of the Specified Security Interests to
seek relief from the automatic stay of section 362 of the Bankruptcy Code, to seek adequate
protection of the Specified Security Interests, and/or other permissible secured creditor rights,
including the right to object to any relief sought pursuant to the Debtors’ reserved rights, are
hereby fully reserved.
65. Clover. Notwithstanding anything to the contrary contained herein, all
rights of Clover Technologies Group, LLC ("Clover") with respect to any proceeds remitted to the
Debtors prior to the Petition Date pursuant to that certain agreement between Clover and certain of
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the Debtors governing the distribution and retail sales of certain inventory on a scan-based trading
method of sales (as further described the objection filed by Clover under [ECF No. 212]) shall be
preserved, and the rights of the Debtors and any other party in interest to object are also hereby
preserved.
66. Luxottica.
(a) Notwithstanding anything to the contrary herein, any rights, claims,
defenses, and interests of Luxottica Retail North America Inc. (“Luxottica”) with respect to any
and all cash, checks, credit sales documents, and any proceeds thereof (collectively, the “License
Funds”) delivered to the Debtors pursuant to that certain License Agreement dated May 31, 2015
(as amended, the “License Agreement”), including, without limitation, all License Funds
delivered to the Debtors prior to the Petition Date (the “Prepetition License Funds”), are hereby
preserved. Any rights of the Debtors or any other party in interest to object on any basis to
Luxottica’s assertion of rights in the Prepetition License Funds are also hereby preserved. Further,
for the avoidance of doubt, nothing herein shall be deemed a determination as to (i) the validity,
priority or extent of any rights, claims, defenses, or interests that Luxottica may possess, whether
now or in the future, with respect to the Prepetition License Funds, (ii) whether the Prepetition
License Funds are property of the Debtors’ estates; or (iii) whether the Prepetition License Funds
are subject to the DIP ABL Liens, Junior DIP Liens or any Adequate Protection Liens.
(b) The Debtors and Luxottica agree that the Debtors will establish a
separate, segregated account (the “Luxottica Reserve Account”) to hold the License Funds
delivered to the Debtors on or subsequent to the Petition Date (such funds, the “Post-Petition
License Funds”). The balance in the Luxottica Reserve Account shall be adjusted such that the
balance in the Luxottica Reserve Account is never less than the average unremitted amount of
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Post-Petition License Funds held by the Debtors during the prior fourteen (14) days. The
Post-Petition License Funds shall be deemed to have been immediately deposited into the
Luxottica Reserve Account regardless of when such funds are actually deposited into such account,
such that the Post-Petition License Funds shall not be subject to the liens or any other interest of
the Debtors, the Debtors’ bankruptcy estates, any bankruptcy trustee, or any other person (other
than Luxottica), including without limitation the DIP Lenders.
(c) The establishment of the Luxottica Reserve Account shall not affect
the rights of any party in interest to challenge whether the Funds in the Luxottica Reserve Account
are held pursuant to a trust relationship and do not constitute property of the Debtors’ estates.
Luxottica’s right to assert that the Post-Petition License Funds in the Luxottica Reserve Account
are held pursuant to a trust relationship and do not constitute property of the Debtors’ estates is
also preserved.
(d) The Debtors shall remit the Post-Petition License Funds to
Luxottica in accordance with the License Agreement except that, notwithstanding any requirement
of the License Agreement to the contrary, the Debtors agree to (i) remit Post-Petition License
Funds collected by the Debtors on Thursday, Friday and Saturday to Luxottica on the immediately
following Wednesday, and (ii) remit Post-Petition License Funds collected by the Debtors on
Sunday, Monday, Tuesday and Wednesday to Luxottica on the immediately following Friday;
provided, however, that nothing contained herein shall restrict or otherwise prejudice the Debtors’
right to collect the Debtors’ commissions as provided in the License Agreement; provided further
that nothing contained herein shall restrict Luxottica and the Debtors from agreeing to a different
schedule for remitting the Post-Petition License Funds.
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(e) To the extent that the Court has not determined, or Luxottica and the
Debtors have not agreed on, whether the Post-Petition License Funds are property of the Debtors’
estates following the sale or other disposition of all or substantially all of the property (the
“DIP Collateral”) that secures the DIP ABL Financing or Junior DIP Financing (collectively, the
“DIP Financing”) but prior to the final payment to the DIP ABL Lenders and Junior DIP Lenders,
the Debtors shall segregate, reserve and hold an amount, which amount shall include the funds in
the Luxottica Reserve Account, sufficient to satisfy the Debtors’ postpetition obligations, net of all
setoffs, under the License Agreement and this Order pending this Court’s determination of
whether the Post-Petition License Funds are property of the Debtors’ estates or an agreement
between Luxottica and the Debtors resolving such issue.
(f) To the extent the Court determines that (i) any unremitted
Post-Petition License Funds are not property of the Debtors’ estates and (ii) such funds were paid
over to the DIP Lenders upon the final repayment of the DIP Financing, Luxotica shall have a first
priority interest in such funds and any Post-Petition License Funds remitted to the DIP ABL
Lenders or the Junior DIP Lenders, as applicable, shall be turned over to Luxottica.
(g) On a weekly basis, the Debtors shall report to the DIP Agents (i) all
sales and receipts related to goods and inventory that are property of Luxottica and (ii) the balance
of the Luxottica Reserve Account. The DIP ABL Agents shall be entitled to establish a reserve in
accordance with the terms of the DIP ABL Credit Agreement based on such reporting.
(h) The DIP ABL Credit Parties and the Junior DIP Credit Parties (i)
shall not be responsible or have any liability for, or have any duty to ascertain, inquire into,
monitor or enforce, the Debtors’ compliance with the provisions of this paragraph and (ii) may rely
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on the directions and representations of the Debtors and shall have no liability to any party for
relying on such directions and representations with respect to any of the foregoing.
(i) The terms set forth in this paragraph shall constitute the stipulation
referenced in paragraph 67 of the Final DIP ABL Order.
67. Retention of Jurisdiction. The Bankruptcy Court shall retain jurisdiction
to enforce this Final Junior DIP Order according to its terms to the fullest extent permitted by
applicable law.
Dated: December 28, 2018

White Plains, New York
/s/Robert D. Drain
Robert D. Drain
United States Bankruptcy Judge
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Exhibit A
Approved Initial Budget
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Exhibit B
Junior DIP Credit Agreement

Pg 74 of 144
Schedule 1
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
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
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 [ECF 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 [ECF 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 that are Debtors (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 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 otherwise
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 NOT SUBJECT TO A VALID AND PERFECTED
LIEN AS OF THE PETITION DATE
Unit RE ID NAME ST Address Zip Code Property Status Owned/GL

Group
2027 202700 Wasilla AK 1000 S Seward Meridian 99654 Open Store Open Store GL
Rd
2796 279600 Tuscaloosa AL 1701 McFarland Blvd E 35404 Closed Store Closed GL
#207 Store
61901 6190100 SCOTTSDALE AZ 16275 N Scottsdale Rd 85260 Closed Store Closed GL
Store
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 CA 44430 TOWN CENTER 92260 Open Store Open Store GL
DESERT WAY
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1818 181800 Rancho CA 8250 Day Creek Blvd 91739 Group
Open Store Open Store GL
Cucamonga
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 CO 2050 Southgate Rd 80906 Open Store Open Store GL
Springs
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 GL

Non-
8158 815800 HONOLULU HI 2886 Paa St 96819 Non-retail t il
Active GL
Non-
1738 173800 Kaneohe(Sur) HI 46-056 Kamehameha 96744 Open Store t il Store GL
Open
Hwy
8818 881800 PEARL CITY HI 98-600 Kamehameha 96782 Non-retail Active GL
Hwy
Non-
2936 293600 Chicago IL 1800 W Lawrence Ave 60640 Open Store t il Store GL
Open
1640 164000 Fairview Hts IL 235 Saint Clair Sq 62208 Open Store Open Store GL
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3251 325100 Indianapolis IN 6780 W Washington St 46241 Group
Open Store GL
Annc’d
to
7042 704200 Valparaiso IN 2801 Calumet Ave 46383 Open Store Cl
Open Store GL
1161 116100 Wichita-Town KS 7700 E Kellogg Dr 67207 Open Store Open Store GL
East
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 GL
Store
3239 323900 Kansas City MO 7100 Nw Prairie View Rd 64151 Open Store Annc’d GL
to
62707 6270700 SPRINGFIELD MO 3803 S Glenstone 65804 Closed Store Cl
Closed GL
Store
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 GL
Store
BRUNSW
9463 ICK
946300 Somers Point NJ 250 New Rd (Rt 9) 08244 Open Store Open Store GL
1684 168400 Woodbridge NJ 150 Woodbridge Ctr Ct 07095 Open Store Open Store GL
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1709 170900 Henderson NV 1245 W Warm Springs 89014 Group
Open Store GL
Annc’d
Rd
to
2754 275400 HENDERSON NV 1511 W SUNSET RD 89014 Closed Store Cl
Closed GL
Store
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 GL
Store
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/El NY 3300 Chambers Rd 14845 Open Store Open Store GL
mira
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 GL
Store
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
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
80
Pg 81 of 144

1834 183400 North Wales PA 600 Montgomery Mall 19454 Group
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 GL
Store
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 GL
Store
67409 6740900 LAYTON UT 881 W Hillfield Rd 84041 Closed Store Closed GL
Store
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 GL
Store
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 99503 Non-retail Active Owned
Highway
Non-
8106 810600 BIRMINGHAM AL 196 Vulcan Rd 35209 Non-retail t il
Active Owned
Non-
8706 870603 BIRMINGHAM AL 262 Oxmoor Court 35209 Non-retail t il
Active Owned
Non-
t il
81
Pg 82 of 144

30957 3095700 Springdale AR 3142 West Sunset Ave 72762 Group
Closed Store Closed Owned
Store
68235 6823500 PHOENIX AZ 1717 E Mcdowell Rd 85006 Non-retail Active Owned
Non-
3699 369900 Apple Valley CA 20777 Bear Valley Road 92308 Open Store t il Store Owned
Open
7619 761903 Atascadero CA 4180 El Camino Real 93422 Non-retail Active Owned
Non-
4320 432003 Bellflower CA 10400 Rosecrans 90706 Non-retail t il
Active Owned
Non-
4721 472103 Coalinga CA 25 West Polk Street 93210 Non-retail t il
Active Owned
Non-
6233 623300 Covina CA 710 W Arrow Hwy 91722 Closed Store t il
Closed Owned
Store
3998 399800 Dinubi CA East El Monte Way 93618 Non-retail Active Owned
Non-
3998 399802 Dinubi CA East El Monte Way 93618 Non-retail t il
Active Owned
Non-
8038 803800 EL CAJON CA 1406 North Johnson Ave 92020 Non-retail t il
Active Owned
Non-
30958 3095800 EL CENTRO CA 1950 N IMPERIAL AVE 92243 Non-retail t il
Active Owned
Non-
7916 791603 Eureka CA 4325 Broadway 95503 Non-retail t il
Active Owned
Non-
7916 791604 Eureka CA 4325 Broadway 95503 Non-retail t il
Active Owned
Non-
3982 398203 Lemoore CA 215 W Hanford/Armona 93245 Non-retail t il
Active Owned
Rd
Non-
t il
82
Pg 83 of 144

3842 384203 Oakdale CA 1555 E F ST 98233 Group
Non-retail Owned
Active
Non-
1068 106802 Palmdale CA 1345 W Avenue P 93551 Non-retail t il
Active Owned
Non-
1788 178800 Richmond CA 2300 Hilltop Mall Rd 94806 Open Store t il Store Owned
Open
8098 809800 SN CA 595 S “G” St 92410 Non-retail Active Owned
BERNARDINO
Non-
6858 685800 SN LUIS CA 1310 Roundhouse Ave 93401 Non-retail t il
Active Owned
OBSPO
Non-
3968 396800 Wasco CA 2785 Highway 46 93280 Non-retail t il
Active Owned
Non-
2451 245100 Greeley CO 2800 Greeley Mall 80631 Closed Store t il
Closed Owned
Store
1075 107500 Daytona Beach FL 1700 W Intl Speedway 32114 Open Store Open Store Owned
Blvd
1195 119503 Ft Lauderdale FL 901 N Federal Hwy 33304 Non-retail Active Owned
Non-
7435 743500 HIALEAH FL 5890 Nw 173Rd Drive 33015 Non-retail t il
Active Owned
Non-
24025 2402500 LONGWOOD FL 1024 FLORIDA 32750 Non-retail t il
Active Owned
CENTRAL PKWY Non-
4019 401900 MELBOURNE FL 601 Atlantis Rd 32904 Non-retail t il
Active Owned
Non-
2135 213500 Sebring FL 901 Us27 N Ste 130 33870 Open Store t il Store Owned
Open
8035 803500 COLLEGE GA 2511 Sullivan Rd 30337 Non-retail Active Owned
PARK
Non-
t il
83
Pg 84 of 144

1251 125100 Lithonia GA 8020 Mall Pkwy 30038 Group
Store
7439 743900 Council Bluff IA 1110 Woodbury Ave 51503 Closed Store Closed Owned
Store
31002 3100200 MOUNT ID 2800 AMERICAN 83647 Non-retail Active Owned
AIN LEGION BLVD Non-
61510 HOME
6151000 Calumet City IL 2 River Oaks S/C 60409 Closed Store t il
Closed Owned
Store
26985 2698500 Chicago IL 79th/Stoney Island 60617 Non-retail Active Owned
Non-
30920 3092000 Chicago IL 7050 S Pulaski 60629 Closed Store t il
Closed Owned
Store
61030 6103000 Chicago IL 6153 S Western Ave 60636 Closed Store Closed Owned
Store
26987 2698700 Chicago * IL 6045 (or 6007) N Western 60659 Non-retail Active Owned
Ave
Non-
261 26100 Danville IL 26 N Vermillion 61832 Non-retail t il
Active Owned
Non-
2632 263200 Fairview Hts IL 317 Lincoln Hwy 62208 Open Store t il Store Owned
Open
6490 649000 HOFFMAN IL 5334 Sears Parkway 60192 Non-retail Active Owned
EST
Non-
30901 3090100 Lansing IL 17355 Torrence Ave 60438 Closed Store t il
Closed Owned
Store
30927 3092700 Macomb IL 1325 East Jackson 61455 Closed Store Closed Owned
Store
470 47000 MANTENO IL 8374 N 4000 EAST RD 60950 Non-retail Active Owned
Non-
6784 678400 Matteson IL 4605 W Lincoln Hwy 60443 Open Store t il Store
Open Owned
30900 3090000 New Lenox IL 1500 W Lincoln Hwy 60451 Closed Store Closed Owned
Store
84
Pg 85 of 144

31900 3190000 Sterling IL 2901 E Fourth St 61081 Group
Store
6062 606200 Tinley Park IL Rte 43 & Us 6 60477 Non-retail Active Owned
Non-
26185 2618500 Clarksville IN 1416 Blackiston Mill Rd 47129 Closed Store t il
Closed Owned
Store
7246 724603 Richmond IN 3150 National Road West 47374 Non-retail Active Owned
Non-
8171 817100 OVERLA KS 9000 Nieman Road 66214 Non-retail t il
Active Owned
ND Non-
9255 925500 PARK
Palmer MA Wilbraham Road (Sr 20) 01069 Open Store t il Store Owned
Open
6303 630300 BANGOR ME 60 Doane St 04401 Non-retail Active Owned
Non-
31004 3100400 CHARLOTTE MI 1658 Lansing Rd 48813 Non-retail t il
Active Owned
Non-
9245 924500 Cheboygan MI 1131 E State St 49721 Closed Store t il
Closed Owned
Store
30918 3091800 Jackson MI 3001 E Mich Ave 49202 Closed Store Closed Owned
Store
6892 689200 Taylor MI 48180 Non-retail Active Owned
Non-
61106 6110600 Jackson MS 1400 Metrocenter 39209 Closed Store t il
Closed Owned
Store
30949 3094900 Natchez MS 280 John R Junkin Dr 39120 Closed Store Closed Owned
Store
3213 321300 SOUTHAVEN MS 7457 Airways 38671 Non-retail Active Owned
Non-
31005 3100500 ASHEBORO NC 1330 E. DIXIE DRIVE 27356 Non-retail t il
Active Owned
Non-
t il
85
Pg 86 of 144

1475 147500 Durham NC 6910 Fayetteville Rd Ste 27713 Group
Open Store Open Store Owned
400
30961 3096100 Greensboro NC 300 Penry Rd 27405 Non-retail Active Owned
Non-
2374 237400 Vineland NJ 8 W Landis Ave 08360 Closed Store t il
Closed Owned
Store
6133 613300 Reno NV West Side Of S. Virginia 89030 Non-retail Active Owned
Non-
6298 629800 SPARKS NV 350 Glendale Ave 89431 Non-retail t il
Active Owned
Non-
1353 135300 De NY 3649 Erie Blvd E 13214 Closed Store t il
Closed Owned
Witt/Syracuse Store
1514 151400 Niagara Falls NY 6929 Williams Rd 14304 Closed Store Closed Owned
Store
8254 825400 ROCHESTER NY 2213 Brighton 14623 Non-retail Active Owned
Henrietta (Town Line Non-
26731 2673100 Dublin OH Rd) Tuttle Crossing
4975 43016 Closed Store t il
Closed Owned
Blvd Store
1370 137000 Eastland OH 2765 Eastland Mall 43232 Closed Store Closed Owned
Store
1310 131000 Elyria OH 4900 Midway Mall 44035 Closed Store Closed Owned
Store
2940 294000 Franklin OH 3457 Towne Blvd 45005 Closed Store Closed Owned
Store
3243 324303 North Canton OH Main Street N Canton 44720 Non-retail Active Owned
Non-
6092 609200 North Canton OH Main Street N Canton 44720 Non-retail t il
Active Owned
Non-
1610 161000 Northgate OH 9505 Colerain Ave 45251 Open Store t il
Annc’d Owned
to
26588 2658800 Salem OH 5200 Salem Ave 45426 Closed Store Cl
Closed Owned
Store
86
Pg 87 of 144

9676 967600 Streetsboro OH 9059 State Rt #14 44241 Group
Store
37563 3756300 Washing OH 1666 Columbus Ave 43160 Non-retail Active Owned
ton Non-
1150 115000 C th
Westland OH 4411 W Broad St 43228 Closed Store t il
Closed Owned
Store
1261 126100 Midwest City OK 6909 E Reno Ave 73110 Closed Store Closed Owned
Store
1863 186300 Johnstown PA 540 Galleria Dr 15904 Closed Store Closed Owned
Store
31924 3192400 Moon Twp. PA 2000 Market Blvd - 15108 Non-retail Active Owned
parking lot
Non-
9394 939400 Fajardo PR Eastern Reg’l S/C; State 00738 Open Store t il Store
Open Owned
Road
#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 Owned
Non-
8935 893500 RIO PIEDRAS PR Carr #176 Km 0.5; Gpo 00936 Non-retail t il
Active Owned
Box
70209 Non-
8975 897500 RIO PIEDRAS PR Road #176 Km 0.5 Cupey 00936 Non-retail t il
Active Owned
Bajo
Non-
30941 3094100 Sioux Falls SD 3709 East 10Th Street 57103 Closed Store t il
Closed Owned
Store
446 44600 MEMPHIS TN 3456 Meyers Rd 38108 Non-retail Active Owned
Non-
30934 3093400 Memphis TN 3201 Austin Peay 38128 Closed Store t il
Closed Owned
Store
26596 2659600 Memphis/Hicko TN 6120 Hickory Ridge Mall 38115 Closed Store Closed Owned
ry Store
87
Pg 88 of 144

8247 824700 DICKINSON TX 1000 West Fm 517 77539 Group
Non-retail Owned
Active
Non-
6874 687400 HOUSTON TX 2737 HWY 6 S 77082 Closed Store t il
Closed Owned
Store
8167 816700 HOUSTON TX 525 E Little York Rd 77037 Non-retail Active Owned
Non-
61237 6123700 HOUSTON TX 100 Greenspoint Mall 77060 Closed Store t il
Closed Owned
Store
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 Owned
Store
3544 354400 Salem VA 1355 West Main Street 24153 Closed Store Closed Owned
Store
8345 834500 VIRGI VA 102 South Witchduck Rd 23462 Non-retail Active Owned
NIA Non-
2299 229900 BEACH
Aberdeen WA 1219 S Boone St 98520 Open Store t il Store
Open Owned
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 Owned
Store
3589 358903 Cleveland OH 14901 Lorain Ave 44111 Non-retail Active Owned
Non-
3628 362803 Tolleson AZ 8701 West Mc Dowell 85353 Non-retail t il
Active Owned
Non-
7309 730903 TEXARKANA TX 4520 W 7TH ST 75501 Non-retail t il
Active Owned
Non-
31930 3193003 HIALEAH FL 5750 NW 183RD ST 33015 Non-retail t il
Active Owned
Non-
t il
88
Pg 89 of 144
B. LEASED UNENCUMBERED REAL PROPERTY NOT SUBJECT TO A VALID AND

PERFECTED LIEN AS OF THE PETITION DATE
Unit RE ID NAME ST Address Zip Prope Status

Code rty
8706 870600 BIRMINGHAM AL 262 Oxmoor Court 35209 G
Non-retai Active
l
Non-
24002 2400200 BIRMINGHAM AL 2194-A Parkway Lake Dr 35244 t il
Non-retai Active
l
Non-
2306 230600 Gadsden AL 1001 Rainbow Dr 35901 Open t il
Annc’d
Store
to
49003 4900300 MOBILE AL 3412 Demotropolis Rd 36693 Non-retai Cl
Active
l
Non-
2126 212600 Hot Springs AR 4501 Central Ave Ste 101 71913 Open t il Store
Open
Store
8941 894100 LITTLE ROCK AR 1900 W 65Th St-Ste 10 72209 Non-retai Active
l
Non-
1206 120600 North Little Rock AR 3930 Mccain Blvd 72116 Open t il Store
Open
Store
9711 971100 Russellville AR 2821 East Main St 72801 Open Annc’d
Store
to
1169 116900 Chandler AZ 3177 Chandler Village Dr 85226 Open Cl
Annc’d
Store
to
2358 235800 Flagstaff AZ 4800 N Us Highway 89 86004 Open Cl
Annc’d
Store
to
1798 179800 Glendale AZ 7780 W Arrowhead Towne Ctr 85308 Open Cl
Open Store
Store
3707 370700 Lake Havasu City AZ 1870 Mc Cullouch Blvd 86403 Open Open Store
Store
89
Pg 90 of 144

Code rty
7088 708800 MESA AZ 952 E Baseline Rd; Ste 111 85204 G
Non-retai Active
l
Non-
1078 107800 Mesa/East AZ 6515 E Southern Ave 85206 Open t il
Annc’d
Store
to
1768 176800 Paradise Vly AZ 4604 E Cactus Rd 85032 Open Cl Store
Open
Store
8778 877800 PHOENIX AZ 844 N 44Th Ave Ste 2 85043 Non-retai Active
l
Non-
24521 2452100 PHOENIX AZ 4401 Baseline Rd; Ste 205 85042 t il
Non-retai Active
l
Non-
1708 170800 Phoenix-Desert Sky AZ 7611 W Thomas Rd 85033 Open t il
Annc’d
Store
to
2218 221800 Prescott AZ 3400 Gateway Blvd 86303 Open Cl
Open Store
Store
5865 586500 Scottsdale - Showroom AZ 15500 Greenway-Hayden Loop 85260 Open Open Store
Store
2047 204700 Sierra Vista AZ 2250 El Mercado Loop 85635 Open Annc’d
Store
to
5880 588000 TEMPE AZ 9025 S Kyrene Rd (Suites 101-105) 85284 Non-retai Cl
Active
l
Non-
49028 4902800 TEMPE AZ 8440 S Hardy Dr 85284 t il
Non-retai Active
l
Non-
8937 893700 TUCSON AZ 807 S Euclid 85719 t il
Non-retai Active
l
Non-
49011 4901100 TUCSON AZ 4755 S Butterfield Dr 85714 t il
Non-retai Active
l
Non-
5866 586600 Tucson (Marana) - AZ 3850 W. Orange Grove Road 85741 Open t il Store
Open
Showroom Store
90
Pg 91 of 144

Code rty
2078 207800 Yuma AZ 3150 S 4Th Ave 85364 G
Open Annc’d
Store
to
36314 3631400 BANANI, DHAKA-1213 BANGLADE 7TH FLOOR, BOOTH WING --- Non-retai Cl
Active
SH l
Non-
4762 476200 Antioch CA 3625 East 18Th Street 94509 Open t il
Annc’d
Store
to
7619 761900 Atascadero CA 3980 El Camino Real 93422 Open Cl
Open Store
Store
9608 960800 Auburn CA 2505 Bell Rd 95603 Open Open Store
Store
1318 131800 Bakersfield CA 3001 Ming Ave 93304 Open Annc’d
Store
to
1018 101800 Baldwin Hills CA 3755 Santa Rosalia Dr 90008 Open Cl Store
Open
Store
8901 890100 BENICIA CA 521 Stone Rd 94510 Non-retai Active
l
Non-
7653 765300 Big Bear Lake CA 42126 Big Bear Blvd 92315 Open t il Store
Open
Store
7756 775600 Bishop CA 1200 N Main St 93514 Open Open Store
Store
1008 100800 Boyle CA 2650 E Olympic Blvd 90023 Open Open Store
Store
1638 163800 Brea CA 100 Brea Mall 92821 Clos Closed
Store
ed
1268 126800 Buena Park CA 8150 La Palma Ave 90620 St
Open Open Store
Store
3834 383400 Burbank CA 1000 San Fernando Road 91504 Open Open Store
Store
7165 716500 Camarillo CA 940 Arneill Rd 93010 Open Open Store
Store
91
Pg 92 of 144

Code rty
1518 151800 Cerritos CA 100 Los Cerritos Mall 90703 G
Open Annc’d
Store
to
3086 308600 Chico CA 2155 Pillsbury Rd 95926 Open Cl Store
Open
Store
1358 135800 Chula Vista CA 565 Broadway 91910 Open Open Store
Store
1098 109800 Clovis CA 1140 Shaw Ave 93612 Open Open Store
Store
3582 358200 Clovis CA 1075 Shaw Ave 93612 Open Annc’d
Store
to
7098 709800 Concord CA 5100 Clayton Road 94521 Open Cl
Open Store
Store
5798 579800 Concord-McPhails CA 2260 Commerce Ave Ste E 94520 Open Open Store
Showroom Store
1388 138800 Costa Mesa CA 3333 Bristol St 92626 Open Annc’d
Store
to
4047 404700 Costa Mesa CA 2200 Harbor Blvd 92627 Open Cl Store
Open
Store
5382 538200 Costa Mesa CA 3333 Bristol St. 92626 Open Open Store
Store
3945 394500 Delano CA 912 County Line Rd 93215 Open Annc’d
Store
to
1988 198800 El Centro CA 3751 S Dogwood Ave 92243 Open Cl
Annc’d
Store
to
2628 262800 Eureka CA 3300 Broadway 95501 Open Cl Store
Open
Store
1408 140800 Florin CA 5901 Florin Rd 95823 Open Annc’d
Store
to
8963 896300 Fontana CA 14650 Miller Ave 92336 Non-retai Cl
Active
l
Non-
t il
92
Pg 93 of 144

Code rty
1208 120800 Fresno CA 3636 N Blackstone Ave 93726 G
Open Open Store
Store
8366 836600 Fresno CA 1922 N HELM AVE 93727 Non-retai Active
l
Non-
8913 891300 Fresno CA 3688 E. Central Avenue 93725 t il
Non-retai Active
l
Non-
7195 719500 Goleta CA 6865 Hollister Ave 93117 Clos t il
Closed
Store
ed
9746 974600 Grass Valley CA 111 W Mc Knight Way 95949 St
Open Open Store
Store
2656 265600 Hanford CA Hanford Mall - 1545 Mall Drive 93230 Open Open Store
Store
1248 124800 Hayward CA 660 W Winton Ave 94545 Open Open Store
Store
5689 568900 HAYWARD CA 30803 SANTANA STREET 94544 Non-retai Active
l
Non-
4819 481900 Lakeport CA 2019 South Main 95453 Open t il Store
Open
Store
8258 825800 LAKEWOOD CA 5436 Woodruff Ave 90713 Non-retai Active
l
Non-
3982 398200 Lemoore CA 215 W Hanford/Armona Rd 93245 Open t il
Annc’d
Store
to
24510 2451000 LIVERMORE CA 283 E Airway Blvd 94551 Non-retai Cl
Active
l
Non-
7225 722500 Los Angeles CA 6310 W 3Rd Street 90036 Open t il
Annc’d
Store
to
8253 825300 MCCLELLAN CA 4326 Forcum Ave 95652 Non-retai Cl
Active
l
Non-
t il
93
Pg 94 of 144

Code rty
7390 739000 McKinleyville CA 1500 Anna Sparks Way 95521 G
Open Open Store
Store
2298 229800 Merced CA 1011 W Olive Ave 95348 Open Annc’d
Store
to
8868 886800 MILPITAS CA 1021 Cadillac Ct 95035 Non-retai Cl
Active
l
Non-
8780 878000 Mira Loma CA 3100 Milliken Ave 91752 t il
Non-retai Active
l
Non-
8928 892800 MIRA LOMA(JURUPA CA 11385 Venture Dr; Bldg A 91752 t il
Non-retai Active
VL) l
Non-
1618 161800 Modesto CA 100 Vintage Faire Mall 95356 Open t il
Annc’d
Store
to
3345 334500 Modesto CA 1351 E Hatch Rd 95351 Open Cl
Annc’d
Store
to
1748 174800 Montclair CA 5080 Montclair Plz Ln 91763 Open Cl
Open Store
Store
1998 199800 Montebello CA 1401 N Montebello Blvd 90640 Open Annc’d
Store
to
1868 186800 Moreno Vly CA 22550 Town Cir 92553 Open Cl Store
Open
Store
1698 169800 Newark CA 6000 Mowry Ave 94560 Clos Closed
Store
ed
1168 116800 No Hollywood CA 12121 Victory Blvd 91606 St
Open Open Store
Store
4421 442100 North Hollywood CA 13007 Sherman Way 91605 Open Open Store
Store
1508 150800 Northridge CA 9301 Tampa Ave 91324 Open Open Store
Store
3842 384200 Oakdale CA 175 Maag Avenue 95361 Open Open Store
Store
94
Pg 95 of 144

Code rty
3483 348300 Ontario CA 2530 S Euclid Ave 91762 G
Open Annc’d
Store
to
8287 828700 Ontario CA 5600 East Airport Rd 91761 Non-retai Cl
Active
l
Non-
8729 872900 ONTARIO CA 5691 E Philadelphia; Ste 100 92337 t il
Non-retai Active
l
Non-
1968 196800 Palm Desert CA 72-880 Hwy 111 92260 Open t il Store
Open
Store
9551 955100 Paradise CA 6600 Clark Road 95969 Open Open Store
Store
3501 350100 Petaluma CA 261 N Mc Dowell Blvd 94954 Open Open Store
Store
3531 353100 Pinole CA 1500 Fitzgerald Dr 94564 Open Annc’d
Store
to
7471 747100 Placerville CA 3968-A Missouri Flat Road 95667 Open Cl
Annc’d
Store
to
1019 101900 Pleasanton CA 1700 Stoneridge Dr 94588 Open Cl
Annc’d
Store
to
3678 367800 Ramona CA 1855 Main Street 92065 Open Cl
Open Store
Store
5668 566800 Rancho Cordova CA 11340 WHITE ROCK ROAD 95742 Open Open Store
Store
4349 434900 Redwood City CA 1155 Veteran’S Blvd 94063 Open Open Store
Store
1298 129800 Riverside CA 5261 Arlington Ave 92504 Open Open Store
Store
4706 470600 Riverside CA 375 E Alessandro Blvd 92508 Open Annc’d
Store
to
7175 717500 Riverside CA 7840 Limonite Ave 92509 Open Cl
Open Store
Store
95
Pg 96 of 144

Code rty
5784 578400 ROHNERT PARK CA 6085 State Farm Drive 94928 G
Non-retai Active
l
Non-
8768 876800 SACRAMENTO CA 1200 Blumenfeld Dr 95815 t il
Non-retai Active
l
Non-
24547 2454700 SACRAMENTO CA 1200 Del Paso Rd; Ste 100 95834 t il
Non-retai Active
l
Non-
1688 168800 Salinas CA 1700 N Main St 93906 Open t il Store
Open
Store
3412 341200 Salinas CA 1050 North Davis Road 93907 Open Open Store
Store
1398 139800 San Bernardino CA 100 Inland Ctr 92408 Open Open Store
Store
1478 147800 San Bruno CA 1178 El Camino Real 94066 Open Open Store
Store
8748 874800 SAN DIEGO CA 960 Sherman St 92110 Non-retai Active
l
Non-
24523 2452300 SAN DIEGO CA 9586 Distribution Ave; Ste F 92121 t il
Non-retai Active
l Non-
62529 6252900 San Diego CA 7655 Clairemont Mesa Blvd 92111 Clos t il
Closed
Store
ed
31882 3188200 San Diego CA 5405 University Ave 92105 St
Clos Closed
Store
ed
5000 500000 San Francisco CA 310 Carolina Street 94103 St
Open Open Store
Store
38112 3811200 San Francisco CA 201 Spear St 94105 Non-retai Active
l
Non-
8398 839800 SAN JOSE CA 1202 S Sixth St 95112 t il
Non-retai Active
l
Non-
t il
96
Pg 97 of 144

Code rty
38734 3873400 San Jose CA 1735 Technology Drive, Suite 600 95110 G
Non-retai Active
l
Non-
1488 148800 San Jose-Eastridge CA 2180 Tully Rd 95122 Open t il Store
Open
Store
30969 3096900 San Leandro CA 250 Floresta Blvd 94578 Clos Closed
Store
ed
5787 578700 San Rafael - McPhails CA 530 W Francisco Blvd 94901 St
Open Open Store
Showroom Store
8369 836900 SANTA ANA CA 400 W Warner Ave 92707 Non-retai Active
l
Non-
8808 880800 SANTA ANA CA 500 W Warner Ave #28 92707 t il
Non-retai Active
l
Non-
2138 213800 Santa Barbara CA 3845 State St 93105 Open t il Store
Open
Store
5764 576400 Santa Clara CA 52 Winchester Blvd; Suite A 95050 Non-retai Active
l
Non-
24548 2454800 SANTA CLARITA CA 28159 AVENUE STANFORD 91355 t il
Non-retai Active
l
Non-
2308 230800 Santa Cruz CA 4015 Capitola Rd 95062 Open t il
Annc’d
Store
to
24524 2452400 Santa Fe Springs CA 10415 Slushier Dr 90670 Non-retai Cl
Active
l
Non-
2088 208800 Santa Maria CA 200 Town Ctr E 93454 Open t il Store
Open
Store
7639 763900 Santa Paula CA 895 Faukner Road 93060 Open Open Store
Store
1658 165800 Santa Rosa CA 100 Santa Rosa Plz 95401 Open Annc’d
Store
to
Cl
97
Pg 98 of 144

Code rty
9153 915300 South Lake Tahoe CA 1056 Emerald Bay Rd 96150 G
Open Open Store
Store
3076 307600 Spring Valley CA 935 Sweetwater Rd 91977 Open Annc’d
Store
to
3174 317400 Stockton CA 2180 E Mariposa Rd 95205 Open Cl
Open Store
Store
8708 870800 STOCKTON CA 2115 Sinclair Avenue 95215 Non-retai Active
l
Non-
8758 875800 SYLMAR CA 14090 Balboa Blvd 91342 t il
Non-retai Active
l
Non-
4751 475100 Tehachapi CA 710 West Tehachapi 93561 Open t il Store
Open
Store
1108 110800 Temecula CA 40710 Winchester Rd 92591 Open Open Store
Store
3127 312700 Temple City CA 5665 N Rosemead Blvd 91780 Open Open Store
Store
2059 205900 Tracy CA 3350 Naglee Rd 95304 Open Open Store
Store
62538 6253800 TUSTIN CA 2505 El Camino Real 92782 Clos Closed
Store
ed
3018 301800 Valencia CA 23222 W Valencia Blvd 91355 St
Clos Closed
Store
ed
1148 114800 Ventura CA 3295 E Main St 93003 St
Open Open Store
Store
68738 3685300 VERNON CA 2700 Fruitland Ave 90058 Non-retai Active
l
Non-
68738 6873800 VERNON CA 5525 S. Soto Street 90058 t il
Non-retai Active
l
Non-
2829 282900 Victorville CA 14420 Bear Valley Rd 92392 Open t il Store
Open
Store
98
Pg 99 of 144

Code rty
6628 662800 VICTORVILLE CA 13695 Mariposa Rd 92395 G
Non-retai Active
l
Non-
2068 206800 Visalia CA 3501 S Mooney Blvd 93277 Open t il Store
Open
Store
2068 206802 Visalia CA 3501 S Mooney Blvd 93277 Non-retai Active
l
Non-
9761 976100 Visalia CA 3247 W Noble Ave 93277 Open t il
Annc’d
Store
to
1189 118900 West Covina CA 1209 Plz Dr 91790 Open Cl Store
Open
Store
3235 323500 West Covina CA 730 South Orange 91790 Open Open Store
Store
9489 948900 WEST HILLS CA 8407 FALLBROOK AVE 91304 Non-retai Active
l
Non-
1149 114900 Whittier CA 15600 Whittwood Ln 90603 Open t il Store
Open
Store
2238 223800 Yuba City CA 1235 Colusa Ave 95991 Open Open Store
Store
1141 114100 Aurora CO 14200 E Alameda Ave 80012 Open Open Store
Store
8290 829000 Brighton CO 18875 Bromley Lane 80601 Non-retai Active
l
Non-
1131 113100 Centennial CO 7001 S University Blvd 80122 Open t il
Annc’d
Store
to
1221 122100 Chapel Hills CO 1650 Briargate Blvd 80920 Open Cl
Open Store
Store
4224 3193100 Denver CO 2150 S Monaco St Pkwy 80222 Clos Closed
Store
ed
24507 2450700 DENVER CO 12330E 46Th Ave; Unit 300 80239 St
Non-retai Active
l
Non-
t il
99
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Code rty
2361 236100 Grand Junction CO 100 Mesa Mall 81505 G
Open Annc’d
Store
to
1071 107100 Lakewood CO 10785 W Colfax Ave 80215 Open Cl
Annc’d
Store
to
7329 732900 Loveland CO 2665 W Eisenhower 80537 Open Cl Store
Open
Store
4453 445300 Pueblo CO 3415 N Elizabeth St 81008 Open Open Store
Store
78723 7872300 Becon Falls CT 125 Railroad Ave 06403 Non-retai Active
l
Non-
1303 130300 Danbury CT 7 Backus Ave (Ex 3 Rt 84) 06810 Open t il Store
Open
Store
1014 101400 Enfield CT 90 Elm St 06082 Clos Closed
Store
ed
1134 113400 Milford CT 1201 Boston Post RdSp 2095 06460 St
Open Annc’d
Store
to
3495 349500 Milford CT 589 Bridgeport Ave 06460 Open Cl
Annc’d
Store
to
8743 874300 NEWINGTON CT 65 Holmes Rd 06111 Non-retai Cl
Active
l
Non-
24592 2459200 ROCKY HILL CT 51 Belamose Ave 06067 t il
Non-retai Active
l
Non-
3216 321600 Vernon CT 295 Hartford Turnpike 06066 Open t il Store
Open
Store
1193 119300 Waterford CT 850 Hartford Tnpk 06385 Open Annc’d
Store
to
7109 710900 Watertown CT 595 Straits Turnpike 06795 Open Cl Store
Open
Store
100
Pg 101 of 144

Code rty
8723 872300 West Haven CT 190 Frontage Rd 06516 G
Non-retai Active
l
Non-
4807 480700 Bear DE 301 Governor Place 19701 Open t il Store
Open
Store
4456 445600 BRIDGEVILLE DE 7494 Federalsburg Road 19933 Non-retai Active
l
Non-
2654 265400 Dover DE 1000 Dover Mall 19901 Clos t il
Closed
Store
ed
7725 772500 Rehoboth Beach DE 19563 Coastal Hwy, Unit A 19971 St
Open Open Store
Store
3873 387300 Wilmington DE 4700 Limestone Road 19808 Open Open Store
Store
1355 135500 Altamonte Spg FL 451 E Altamonte Dr Ste 401 32714 Clos Closed
Store
ed
24033 2403300 ALTAMONTE SPG FL 1260 American Way#156 32714 St
Non-retai Active
l
Non-
3317 331700 Boca Raton FL 1401 W Palmetto Park Rd 33486 Open t il Store
Open
Store
5958 595800 Bonita Springs Showroom FL 27180 Bay Landing Dr 34135 Open Open Store
Store
1755 175500 Boynton Beach FL 801 N Congress Ave 33426 Open Open Store
Store
2565 256500 Bradenton FL 303 Us Hwy 301 Blvd W 34205 Open Annc’d
Store
to
7321 732100 Bradenton FL 7321 Manatee Ave West 34209 Open Cl
Open Store
Store
1007 100700 Brandon FL 686 Brandon Town Center Mall 33511 Open Open Store
Store
1125 112500 Coral Gables FL 3655 Sw 22Nd St 33145 Open Open Store
Store
101
Pg 102 of 144

Code rty
1715 171500 Doral(Miami) FL 1625 Nw 107Th Ave 33172 G
Open Annc’d
Store
to
4893 489300 Ellenton FL 6126 Highway 301 34222 Open Cl Store
Open
Store
7067 706700 Fort Myers FL 3853 Cleveland Ave S 33901 Clos Closed
Store
ed
1495 149500 Ft Myers FL 4125 Cleveland Ave Suite 88 33901 St
Open Open Store
Store
5863 586300 Ft Myers FL 7916 Drew Circle 33967 Non-retai Active
l
Non-
8972 897200 FT MYERS FL 10898 Metro Parkway 33966 t il
Non-retai Active
l
Non-
8990 899000 FT PIERCE FL All South Delivery 34945 t il
Non-retai Active
l
Non-
3424 342400 Gainesville FL 900 N W 76 Boulevard 32606 Open t il
Annc’d
Store
to
1345 134500 Hialeah/Westland FL 1625 W 49Th St 33012 Open Cl
Open Store
Store
3818 381800 Hollywood FL 3800 Oakwood Blvd 33020 Open Open Store
Store
425 42500 JACKSONVILLE FL 10512 Busch Dr N 32218 Non-retai Active
l
Non-
7979 797900 JACKSONVILLE FL 3555-1 St Johns Bluff Road S 32224 t il
Non-retai Active
l Non-
2315 231500 Jensen Bch(Stuart) FL 3342 Nw Federal HwyUs 1 34957 Open t il Store
Open
Store
9614 961400 Key Largo FL 101399 Overseas Highway 33037 Open Open Store
Store
2215 221500 Key West FL 3200 N Roosevelt Blvd 33040 Open Open Store
Store
102
Pg 103 of 144

Code rty
4725 472500 Key West FL 2928 North Roosevelt Blvd 33040 G
Open Open Store
Store
49012 4901200 LAKE MARY FL 3200 Lake Emma Rd; Suite 1020 32746 Non-retai Active
l
Non-
1955 195500 Lakeland FL 3800 Us Highway 98 N Ste 500 33809 Open t il
Annc’d
Store
to
3269 326900 Lantana FL 1201 S Dixie 33462 Open Cl Store
Open
Store
2745 274500 Leesburg FL 10401 Us Highway 441 Ste 2002 34788 Open Open Store
Store
9224 922400 Marathon FL 5561 Overseas Hwy 33050 Open Open Store
Store
2245 224500 Melbourne FL 1050 S Babcock St 32901 Open Annc’d
Store
to
3074 307400 Miami FL 14091 S W88Th St 33186 Open Cl
Open Store
Store
3793 379300 Miami FL 12350 Sw 8Th Street 33184 Open Annc’d
Store
to
4728 472800 Miami FL 3825 7Th Street North W 33126 Open Cl
Open Store
Store
8065 806500 MIAMI FL 3301 Nw 107Th Ave 33178 Non-retai Active
l
Non-
5991 599100 Miami - Showroom FL 6300 S Dixie Hwy 33143 Open t il Store
Open
Store
1365 136500 Miami/Cutler Rdg FL 20701 Sw 112Th Ave 33189 Open Open Store
Store
2056 205600 Mry Est/Ft Wltn Bch FL 300 Mary Esther Blvd 32569 Open Annc’d
Store
to
2695 269500 Naples FL 2000 9Th StN 34102 Open Cl
Annc’d
Store
to
Cl
103
Pg 104 of 144

Code rty
5237 523700 Oakland Park FL 3484 NE 12th Ave 33334 G
Open Open Store
Store
1006 100600 Ocala FL 3100 Sw College Rd Ste 300 34474 Open Annc’d
Store
to
8864 886400 OCALA FL 5041 W Silver Springs Blvd 34482 Non-retai Cl
Active
l
Non-
2805 280500 Panama City FL 733 N Highway 231 32405 Open t il
Annc’d
Store
to
1775 177500 Pembroke Pines FL 12055 Pines Blvd 33026 Open Cl Store
Open
Store
31918 3191800 Pembroke Pines FL 10501 Pines Blvd 33026 Clos Closed
Store
ed
8066 806600 PENSACOLA FL 7801 Sears Blvd 32514 St
Non-retai Active
l
Non-
8957 895700 PENSACOLA FL 7801 Sears Blvd 32514 t il
Non-retai Active
l
Non-
24019 2401900 PENSACOLA FL 8761 Ely Rd; Unit B 32514 t il
Non-retai Active
l
Non-
1205 120500 Pompano Beach FL 2251 N Federal Hwy 33062 Open t il
Annc’d
Store
to
5962 596200 Pompano Beach FL 1742 W. Atlantic Blvd 33069 Open Cl
Open Store
-Showroom Store
2145 214500 Port Charlotte FL 1441 Tamiami Trl 33948 Open Open Store
Store
5976 597600 Sarasota FL 5670 Fruitville Rd 34232 Open Open Store
Store
4355 435500 St. Petersburg FL 4501 66Th Street N 33709 Open Open Store
Store
104
Pg 105 of 144

Code rty
8815 881500 SUNRISE FL 900 International Parkway 33323 G
Non-retai Active
l
Non-
8895 889500 TAMPA FL 8640 Elm Fair Blvd 33610 t il
Non-retai Active
l
Non-
24023 2402300 TAMPA FL 4713 Oak Fair Blvd 33610 t il
Non-retai Active
l
Non-
1745 174500 Tampa/Westshore FL 347 Westshore Plz 33609 Open t il Store
Open
Store
1465 146500 Tampa-University FL 2266 University Square Mall 33612 Open Annc’d
Store
to
1066 106600 The Avenues FL 10302 Southside Blvd 32256 Open Cl
Open Store
Store
7294 729400 Vero Beach FL 1501 U S 1 32960 Open Open Store
Store
5959 595900 West Palm Bch - FL 400 Northpoint Pkwy Ste403 33407 Open Open Store
Showroom Store
5185 518500 Winter Park FL 500 S. Park Avenue 32789 Open Open Store
Store
8825 882500 WINTER PARK FL 3825 Forsyth Rd 32792 Non-retai Active
l
Non-
1385 138500 Atlanta GA 1500 Cumberland Mall Se 30339 Open t il
Annc’d
Store
to
4931 493100 AUGUSTA GA 2417 Regency Blvd Ste 6 30906 Non-retai Cl
Active
l
Non-
3713 371300 Covington GA 6239 Turner Lake Road 30014 Open t il
Annc’d
Store
to
2505 250500 Gainesville GA 150 Pearl Nix Pkwy 30501 Open Cl
Open Store
Store
105
Pg 106 of 144

Code rty
24018 2401800 NORCROSS GA 1650 International Court, Unit 200 30093 G
Non-retai Active
l
Non-
3978 397800 Peachtree City GA 400 Crosstown Road 30269 Open t il
Annc’d
Store
to
8872 887200 PENDERGRASS GA 580 Raco Parkway 30575 Non-retai Cl
Active
l
Non-
1305 130500 Savannah GA 7810 Abercorn St 31406 Open t il
Annc’d
Store
to
8902 890200 SAVANNAH GA 3 Patton Rd; Ste 150 Bldg G 31405 Non-retai Cl
Active
l
Non-
1578 157800 Aiea Oahu-Pearl Rdg HI 98-180 Kamehameha Hwy 96701 Open t il Store
Open
Store
2388 238800 Hilo(Sur) HI 111 E Puainako St 96720 Open Open Store
Store
2388 238802 Hilo(Sur) HI 111 E Puainako St 96720 Non-retai Active
l
Non-
1681 168100 Honolulu HI 1505 Kapioloni Blvd 96815 Open t il Store
Open
Store
6248 624800 KAHULUI HI 142 Alamaha St 96732 Non-retai Active
l
Non-
36318 3631800 KOWLOON HK 8 ARGYLE STREET --- t il
Non-retai Active
l
Non-
36318 3631803 KOWLOON HK 8 ARGYLE STREET --- t il
Non-retai Active
l
Non-
36318 3631804 Shanhai HK Unit 01-11, Floor 7, Plaza 336 --- t il
Non-retai Active
l
Non-
9220 922000 Algona IA 1501 Hwy 169 N 50511 Open t il Store
Open
Store
106
Pg 107 of 144

Code rty
7767 776700 Charles City IA 1405 South Grand 50616 G
Open Open Store
Store
9222 922200 Cherokee IA 1111 N 2Nd 51012 Open Annc’d
Store
to
3447 344700 Clive IA 10331 University Ave 50325 Clos Cl
Closed
Store
ed
3097 309700 Council Bluffs IA 2803 E Kanesville Blvd 51503 St
Open Annc’d
Store
to
45113 4511300 DES MOINES IA 1605 NE 58TH AVE 64150 Non-retai Cl
Active
l
Non-
2422 242200 Sioux City IA 4480 Sergeant Rd 51106 Open t il Store
Open
Store
1072 107200 Waterloo IA 2060 Crossroads Blvd 50702 Clos Closed
Store
ed
9309 930900 Webster City IA 2307 Superior 50595 St
Open Annc’d
Store
to
1229 122900 Boise ID 460 N Milwaukee St 83704 Open Cl
Annc’d
Store
to
8711 871100 BOISE ID 7095 Bethel Street 83704 Non-retai Cl
Active
l
Non-
2278 227800 Idaho Falls ID 2300 E 17Th St 83404 Open t il Store
Open
Store
7033 703300 Lewiston ID 1815-21St St 83501 Open Open Store
Store
7006 700600 Twin Falls ID 2258 Addison Ave East 83301 Open Open Store
Store
7951 795100 AURORA IL 4020 Fox Valley Center Dr 60504 Non-retai Active
l
Non-
t il
107
Pg 108 of 144

Code rty
2840 284000 Bloomington IL 1631 E Empire St 61701 G
Open Annc’d
Store
to
8844 884400 BLOOMINGTON IL 3 Quest Dirve Units301-302 61704 Non-retai Cl
Active
l
Non-
4381 438100 Bridgeview IL 7325 W 79Th Street 60455 Open t il Store
Open
Store
8350 835000 Bridgeview IL 7310 W 87TH ST 60455 Non-retai Active
l
Non-
25009 2500900 Bridgeview IL 10004 S 76 Ave - Unit C 60455 t il
Non-retai Active
l
Non-
25008 2500800 BUFFALO GROVE IL 1005 Commerce Ct 60089 t il
Non-retai Active
l
Non-
3371 337100 Chicago IL 3443 W Addison 60618 Open t il Store
Open
Store
37914 3791400 Chicago IL 2 N State St 60602 Non-retai Active
l
Non-
4214 421400 Des Plaines IL 1155 Oakton St 60018 Open t il Store
Open
Store
36950 3695000 ELGIN IL 2428-2432 Bath Road 60124 Non-retai Active
l
Non-
8555 855500 Elk Grove Village IL 1500 Higgins Rd 60007 t il
Non-retai Active
l
Non-
24509 2450900 ELK GROVE VLG IL 1370 E Higgins Rd; Unit B 60007 t il
Non-retai Active
l
Non-
8730 873000 GRANITE CITY IL 117 Industrial Dr 62040 t il
Non-retai Active
l
Non-
45114 4511400 GRANITE CITY IL 117 INDUSTRIAL DR 62040 t il
Non-retai Active
l
Non-
t il
108
Pg 109 of 144

Code rty
1740 174000 Joliet IL 3340 Mall Loop Dr 60431 G
Open Annc’d
Store
to
440 44000 MANTENO IL 1600 N Boudreau Rd 60950 Non-retai Cl
Active
l
Non-
8720 872000 MELROSE PARK IL 2065 George St 60160 t il
Non-retai Active
l
Non-
24544 2454400 MOKENA IL 8901 W 192Nd Street; Ste C 60448 t il
Non-retai Active
l
Non-
4297 429700 Moline IL 5000 23Rd Ave 61265 Open t il
Annc’d
Store
to
1212 121200 N Riverside IL 7503 W Cermak Rd 60546 Open Cl Store
Open
Store
8262 826200 NAPERVILLE IL 1835 Ferry Rd 60563 Non-retai Active
l
Non-
1290 129000 Niles IL 400 Golf Mill Ctr 60714 Open t il
Annc’d
Store to
9348 934800 Norridge IL 4210 N Harlem Ave 60706 Open Cl
Annc’d
Store
to
1300 130000 Oakbrook IL 2 Oakbrook Ctr 60523 Open Cl
Open Store
Store
4433 443300 Quincy IL 3701 Broadway St 62301 Open Annc’d
Store
to
2990 299000 Rockford-Cherryvale IL 7200 Harrison Ave 61112 Open Cl
Open Store
Store
8871 887100 ROMEOVILLE IL 1701 W Normantown Road 60446 Non-retai Active
l
Non-
8934 893400 ROMEOVILLE IL 1801 W. Normantown Road 60446 t il
Non-retai Active
l
Non-
t il
109
Pg 110 of 144

Code rty
7289 728900 Steger IL 3231 Chicago Rd 60475 G
Open Annc’d
Store
to
9124 912400 Elwood IN 1519 State Road 37 S 46036 Open Cl Store
Open
Store
8017 801700 EVANSVILLE IN 333 N Plaza East Blvd 47715 Non-retai Active
l
Non-
8013 801300 FORT WAYNE IN 6420 Wilson Dr 46806 t il
Non-retai Active
l
Non-
1830 183000 Ft Wayne IN 4201 Coldwater Rd 46805 Open t il
Annc’d
Store
to
1470 147000 Greenwood IN 1251 Us Highway 31 N 46142 Open Cl
Annc’d
Store
to
9354 935400 Griffith IN 430 W Ridge Rd 46319 Open Cl
Annc’d
Store
to
8750 875000 INDIANAPOLIS IN 5160 W 81St St - West Dock 46268 Non-retai Cl
Active
l Non-
3823 382300 Jasper IN 723 3Rd Ave 47546 Open t il
Annc’d
Store
to
7243 724300 Kokomo IN 705 North Dixon 46901 Open Cl
Open Store
Store
9030 903000 Peru IN 11 Sherwood Square 46970 Open Open Store
Store
7246 724600 Richmond IN 3150 National Road West 47374 Open Open Store
Store
8014 801400 SOUTH BEND IN 630 East Bronson Street 46601 Non-retai Active
l
Non-
2600 260000 Terre Haute IN 3401 S Us Highway 41 47802 Open t il
Annc’d
Store
to
Cl
110
Pg 111 of 144

Code rty
9122 912200 Warsaw IN 3350 U S 30 East 46580 G
Open Open Store
Store
4215 421500 Kansas City KS 7836 State Ave 66112 Open Annc’d
Store
to
8273 827300 Lawrence KS 2400 Kresge Rd 66049 Non-retai Cl
Active
l
Non-
24512 2451200 LENEXA KS 8246 Neiman Rd Bldg 1 66214 t il
Non-retai Active
l
Non-
8420 842000 OLATHE KS 14804 117TH STREET 66062 t il
Non-retai Active
l
Non-
7169 716900 Salina KS 400 South Broadway 67401 Open t il
Annc’d
Store
to
8081 808100 WICHITA KS 2940 S Minneapolis Ave 67216 Non-retai Cl
Active
l
Non-
2546 254600 Bowling Green KY 2625 Scottsville Rd 42104 Open t il
Annc’d
Store to
3029 302900 Erlanger KY 3071 Dixie Hwy 41018 Open Cl
Open Store
Store
7229 722900 Grayson KY 600 C W Stevens Blvd 41143 Open Annc’d
Store
to
8920 892000 LOUISVILLE KY 3509 Bashford Ave 40218 Non-retai Cl
Active
l
Non-
24015 2401500 LOUISVILLE KY 12900 Fenwick CenterDr; Ste B 40223 t il
Non-retai Active
l
Non-
1790 179000 Louisville-Okolona KY 4807 Outer Loop 40219 Open t il
Annc’d
Store
to
Cl
111
Pg 112 of 144

Code rty
3941 394100 Russell Springs KY Northridge S/C Us Hwy 127 42642 G
Open Annc’d
Store
to
7255 725500 Somerset KY 411 Russell Dyche Hwy 42501 Open Cl Store
Open
Store
8896 889600 GONZALES LA 810 Hwy 30 West; Suite F 70737 Non-retai Active
l
Non-
2016 201600 Hammond LA 2000 Sw Railroad Ave 70403 Open t il
Annc’d
Store
to
8736 873600 HARAHAN LA 624 Elmwood Pkwy 70123 Non-retai Cl
Active
l
Non-
1336 133600 Lake Charles LA 640 W Prien Lake Rd 70601 Clos t il
Closed
Store
ed
1226 122600 Metairie LA 4400 Veterans Mem Blvd 70006 St
Open Open Store
Store
4810 481000 Metairie LA 2940 Veterans Blvd 70002 Open Open Store
Store
7223 722300 Metairie LA 7000 Veterans Memorial 70003 Open Annc’d
Store
to
24564 2456403 ST ROSE LA 110 Widgeon Dr; Ste 190 70087 Non-retai Cl
Active
l
Non-
7104 710400 Acton MA 252 Main St 01720 Open t il Store
Open
Store
1213 121300 Auburn MA 385 Southbridge St 01501 Open Open Store
Store
3288 328800 Billerica MA 484 Boston Rd 01821 Open Open Store
Store
4407 440700 Brockton MA 2001 Main Street 02301 Open Open Store
Store
1343 134300 Cambridge MA 100 Cambridgeside Pl 02141 Open Annc’d
Store
to
Cl
112
Pg 113 of 144

Code rty
4444 444400 Fitchburg MA 140 Whalon St 01420 G
Clos Closed
Store
ed
1243 124300 Hanover MA 1775 Washington St 02339 St
Open Open Store
Store
1273 127300 Holyoke MA 50 Holyoke St 01040 Open Annc’d
Store
to
2323 232300 Hyannis MA 793 Lyannough Road Rte 132 02601 Open Cl
Annc’d
Store
to
3040 304000 Hyannis MA 768 Iyanough Rd 02601 Open Cl Store
Open
Store
1133 113300 Leominster MA 100 Commercial Rd 01453 Open Open Store
Store
1403 140300 Natick MA 1235 Worcester Rd & 01760 Open Annc’d
Store
to
2373 237300 No Dartmouth MA 100 N Dartmouth Mall 02747 Open Cl Store
Open
Store
1053 105300 Saugus MA 1325 Broadway 01906 Open Open Store
Store
3486 348600 Somerville MA 77 Middlesex Ave 02145 Open Open Store
Store
9692 969200 Webster MA Route 12 01570 Open Open Store
Store
8851 885100 WESTWOOD MA 349 University Ave 02090 Non-retai Active
l
Non-
1725 172500 Annapolis MD 1040 Annapolis Mall 21401 Open t il Store
Open
Store
3256 325600 Baltimore MD 8980 Waltham Woods Rd 21234 Open Open Store
Store
24504 2450400 BALTIMORE MD 2700 Lord Baltimore Dr; Ste 140 21244 Non-retai Active
l
Non-
t il
113
Pg 114 of 144

Code rty
2823 282300 Baltimore/E Pt MD 7885 Eastern Blvd 21224 G
Clos Closed
Store
ed
1424 142400 Bethesda MD 7103 Democracy Blvd 20817 St
Open Open Store
Store
2034 203400 Bowie MD 15700 Emerald Way 20716 Open Annc’d
Store
to
1844 184400 Columbia MD 10300 Little Patuxent Pkwy 21044 Open Cl
Annc’d
Store
to
8814 881400 COLUMBIA MD 8700 Robert Fulton Drive 21046 Non-retai Cl
Active
l
Non-
2774 277400 Cumberland MD 1262 Vocke Rd 21502 Open t il Store
Open
Store
7713 771300 Edgewater MD 3207 Solomons Island Rd 21037 Open Open Store
Store
2664 266400 Frederick MD 5500 Buckeystown Pike 21703 Open Open Store
Store
3131 313100 Frederick MD 1003 W Patrick St 21702 Open Open Store
Store
1754 175400 Gaithersburg MD 701 Russell Ave 20877 Open Open Store
Store
3172 317200 Hagerstown MD 1713 Massey Blvd 21740 Open Open Store
Store
3798 379800 Hyattsville MD 6411 Riggs Road 20783 Open Open Store
Store
9277 927700 ODENTON MD 1781 Crossroads Dr 21113 Non-retai Active
l
Non-
3654 365400 Oxon Hill MD 6163 Oxon Hill Road 20745 Open t il
Annc’d
Store
to
3807 380700 Prince Frederick MD 835 Solomons Island Rd N 20678 Open Cl
Annc’d
Store
to
Cl
114
Pg 115 of 144

Code rty
1773 177300 Salisbury MD 2306 N Salisbury Blvd 21801 G
Open Open Store
Store
4399 439900 Silver Spring MD 14014 Connecticut Ave 20906 Open Open Store
Store
7673 767300 Stevensville MD 200 Kent Landing 21666 Open Open Store
Store
2963 296300 Westminster MD 400 N Center St 21157 Open Annc’d
Store
to
3021 302100 Auburn ME 603 Center St 04210 Open Cl Store
Open
Store
7133 713300 Augusta ME 58 Western Avenue 04330 Open Open Store
Store
2203 220300 Brunswick ME 8 Gurnet Rd 04011 Open Open Store
Store
9521 952100 Madawaska ME 417 Main Street 04756 Open Annc’d
Store
to
2183 218302 So Portland ME 400 Maine Mall Rd 04106 Non-retai Cl
Active
l
Non-
3380 338000 Waterville ME 18 Elm Plaza 04901 Open t il Store
Open
Store
1390 139000 Ann Arbor MI 900 Briarwood Cir 48108 Open Annc’d
Store
to
3155 315500 Belleville MI 2095 Rawsonville Rd 48111 Open Cl
Open Store
Store
3820 382000 Charlevoix MI 06600 M-66 North 49720 Open Annc’d
Store
to
9557 955700 Grayling MI 2425 S Grayling 49738 Open Cl
Open Store
Store
3819 381900 Hastings MI 802 West State Street 49058 Open Open Store
Store
2050 205000 Jackson MI 1250 Jackson XingI-94 49202 Open Annc’d
Store
to
Cl
115
Pg 116 of 144

Code rty
3308 330800 Lake Orion MI 1025 M-24 48360 G
Open Annc’d
Store
to
1170 117000 Lansing MI 3131 E Michigan Ave 48912 Open Cl Store
Open
Store
1250 125000 Lincoln Park MI 2100 Southfield Rd 48146 Open Annc’d
Store
to
8830 883000 LIVONIA MI 12001 Sears Ave 48150 Non-retai Cl
Active
l
Non-
3841 384100 Marshall MI 15861 Michigan Avenue 49068 Open t il Store
Open
Store
7068 706800 Midland MI 1820 S Saginaw Rd 48640 Open Open Store
Store
9593 959300 Oscoda MI 5719 N US 23 48750 Open Open Store
Store
6232 623200 Roseville MI 32123 Gratiot Ave 48066 Open Open Store
Store
8982 898200 SAGINAW MI 3202 W. Sawyer Drive 48601 Non-retai Active
l
Non-
1490 149000 Troy MI 300 W 14 Mile Rd 48083 Clos t il
Closed
Store
ed
3379 337900 Waterford Twp. MI 5100 Dixie Hwy 48329 St
Open Open Store
Store
8949 894900 WAYLAND MI 1172 147Th Street 49348 Non-retai Active
l
Non-
24651 2465100 Wixom MI 46985 Enterprise Ct 48393 t il
Non-retai Active
l
Non-
8134 813400 WYOMING MI 3455 Byron Center SW 49519 t il
Non-retai Active
l
Non-
t il
116
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Code rty
8162 816200 Eden Prairie MN 7615 Golden Triangle Dr 55344 G
Non-retai Active
l
Non-
9689 968900 International Falls MN 1606 Hwy 11-71 56649 Open t il Store
Open
Store
1112 111200 Minnetonka MN 12431 Wayzata Blvd 55305 Open Annc’d
Store
to
4351 435100 Rochester MN 201 Ninth St S E 55904 Open Cl Store
Open
Store
1052 105200 St Paul MN 425 Rice St 55103 Open Annc’d
Store
to
3059 305900 St. Paul MN 245 E Maryland Ave 55117 Open Cl Store
Open
Store
24546 2454600 BRIDGETON MO 12930 Hollenberg Dr 63044 Non-retai Active
l
Non-
7021 702100 Cape Girardeau MO 11 South Kings Hwy 61 63703 Open t il
Annc’d
Store
to
9353 935300 Crystal City MO 155 Twin City Mall 63019 Open Cl Store
Open
Store
7323 732300 FENTON MO 639 Gravois Bluffs Blvd; Ste B 63026 Non-retai Active
l
Non-
4304 430400 Florissant MO 1 Flower Valley Shp Ctr 63033 Open t il
Annc’d
Store
to
1042 104202 Joplin MO 101 N Rangeline Rd 64801 Non-retai Cl
Active
l Non-
7324 732400 O’Fallon MO 20 O’Fallon Square 63366 Clos t il
Closed
Store
ed
8701 870100 RIVERSIDE MO 761 Nw Parkway 64150 St
Non-retai Active
l
Non-
t il
117
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Code rty
4026 402600 St. Joseph MO 2901-5 N Belt Hwy 64506 G
Open Annc’d
Store
to
2939 293900 Biloxi MS 2600 Beach Rd 39531 Open Cl Store
Open
Store
7719 771900 Columbus MS 2308 Highway 45 N 39701 Open Annc’d
Store
to
9520 952000 Gulfport MS 12057-A Highway 49 39503 Open Cl Store
Open
Store
88776 8877600 Olive Branch MS 10425 Ridgewood Dr 38654 Non-retai Active
l
Non-
2106 210600 Tupelo MS 1001 Barnes Crossing Rd 38804 Open t il Store
Open
Store
9808 980800 Hamilton MT 1235 North First Street 59840 Open Open Store
Store
4814 481400 Havre MT 3180 Highway 2 West 59501 Clos Closed
Store
ed
7030 703000 Kalispell MT 2024 Us Hwy 2 E 59901 St
Open Open Store
Store
3886 388600 Asheville NC 980 Brevard Road 28806 Open Open Store
Store
4112 411200 Asheville NC 1001 Patton Ave 28806 Open Annc’d
Store
to
2105 210500 Burlington NC 100 Colonial Mall 27215 Open Cl
Open Store
Store
8319 831900 Charlotte NC 9801 A Southern Pine Blvd 28273 Non-retai Active
l
Non-
8822 882200 CHARLOTTE NC 4800 A Sirus Ln 28208 t il
Non-retai Active
l
Non-
24005 2400500 CHARLOTTE NC 8301 Arrowridge Blvd; Suite A 28273 t il
Non-retai Active
l
Non-
t il
118
Pg 119 of 144

Code rty
7208 720800 Clemmons NC 2455 Lewisville-Clemmon 27012 G
Open Open Store
Store
1045 104500 Durham-Northgate NC 1620 Guess Rd 27701 Open Open Store
Store
1405 140500 Fayetteville NC 400 Cross Creek Mall 28303 Open Annc’d
Store
to
2225 222500 Goldsboro NC 703 N Berkeley Blvd 27534 Open Cl
Annc’d
Store
to
8704 870400 GREENSBORO NC 651A Brigham Rd 27409 Non-retai Cl
Active
l
Non-
24608 2460800 GREENSBORO NC 4523 Green Point Drive 27410 t il
Non-retai Active
l
Non-
30961 3096103 GREENSBORO NC 300 PENRY RD 27405 t il
Non-retai Active
l
Non-
2755 275500 Jacksonville NC 344 Jacksonville Mall 28546 Open t il Store
Open
Store
9619 961900 Morehead City NC 4841 Arendell St 28557 Open Open Store
Store
9549 954900 Morganton NC 110-112 Bost Rd 28655 Open Open Store
Store
1646 164600 Pineville NC 11033 Carolina Place Pkwy 28134 Open Annc’d
Store
to
3667 366700 Raleigh NC 8701 Six Forks Road 27615 Open Cl Store
Open
Store
4450 445000 Raleigh NC 4500 Western Blvd 27606 Open Annc’d
Store
to
7385 738500 RALEIGH NC 819 E Six Forks Rd 27609 Non-retai Cl
Active
l
Non-
t il
119
Pg 120 of 144

Code rty
1805 180500 Raleigh (Crabtree) NC 4601 Glenwood Ave Unit 1 27612 G
Open Annc’d
Store
to
3808 380800 Statesville NC 1530 East Broad Street 28625 Open Cl
Annc’d
Store
to
7626 762600 Waynesville NC 1300 Dellwood Road 28786 Open Cl Store
Open
Store
3116 311600 Wilmington NC 815 S College Rd 28403 Clos Closed
Store
ed
1375 137500 Winston Salem NC 3320 Silas Creek Pkwy 27103 St
Open Open Store
Store
4272 427200 Bismarck ND 2625 State St 58503 Open Open Store
Store
4057 405700 Fargo ND 2301 S University Dr 58103 Open Open Store
Store
4022 402200 Grand Forks ND 1900 S Washington St 58201 Open Open Store
Store
4353 435300 Minot ND 1-20Th Ave S E 58701 Open Open Store
Store
9319 931900 Alliance NE 1515 W 3Rd 69301 Open Open Store
Store
2421 242100 Grand Island NE 175 Conestoga Mall 68803 Open Open Store
Store
2023 202300 Concord NH 270 Loudon Rd 03301 Open Open Store
Store
3175 317500 Hooksett NH 1267 Hooksett Rd 03106 Open Open Store
Store
8703 870300 Kingston NH 266 Route 125 03848 Non-retai Active
l
Non-
2443 244300 Manchester NH 1500 S Willow St 03103 Open t il
Annc’d
Store
to
1313 131300 Nashua NH 310 Daniel Webster Hwy Ste 102 03060 Open Cl Store
Open
Store
120
Pg 121 of 144

Code rty
1313 131302 Nashua NH 310 Daniel Webster Hwy Ste 102 03060 G
Non-retai Active
l
Non-
2663 266300 Portsmouth NH 50 Fox Run Rd Ste 74 03801 Open t il
Annc’d
Store
to
1003 100300 Salem NH 77 Rockingham Park Blvd 03079 Open Cl
Annc’d
Store
to
4448 444800 Salem NH 161 S Broadway 03079 Open Cl
Open Store
Store
7048 704800 West Lebanon NH 200 S Main 03784 Open Open Store
Store
3438 343800 Avenel NJ 1550 St George Ave 07001 Open Open Store
Store
7177 717700 Belleville NJ 371-411 Main Street 07109 Open Open Store
Store
1464 146400 Deptford NJ 1750 Deptford Cener Rd 08096 Open Annc’d
Store
to
24603 2460300 EAST HANOVER NJ 50 Williams Parkway 07936 Non-retai Cl
Active
l Non-
1204 120400 Freehold NJ 3710 US Hwy 9 Ste 1100 07728 Open t il Store
Open
Store
3393 339300 Glassboro NJ 779 Delsea Dr N 08028 Open Annc’d
Store
to
3499 349900 Kearny NJ 200 Passaic Ave 07032 Open Cl Store
Open
Store
9395 939500 Lawnside NJ 200 White Horse Pike 08045 Clos Closed
Store
ed
1574 157400 Middletown NJ 1500 Highway 35 07748 St
Open Annc’d
Store
to
Cl
121
Pg 122 of 144

Code rty
24649 2464900 MOORESTOWN NJ 41 TWISOME DR 08057 G
Non-retai Active
l
Non-
78714 7871400 Secaucus NJ 1000 New County Road 07094 t il
Non-retai Active
l
Non-
8835 883500 SWEDESBORO NJ 2100 Center Square Road, Suite 125 08085 t il
Non-retai Active
(Bldg. K) l
Non-
3071 307100 Toms River NJ 213 Highway 37 E 08753 Open t il Store
Open
Store
4478 447800 Trenton NJ 1061 Whitehorse-Mercervil 08610 Open Open Store
Store
7602 760200 Wall NJ 1825 Highway 35 07719 Open Open Store
Store
8380 838000 WALL TOWNSHIP NJ 1324 Wyckoff Road 07753 Non-retai Active
l
Non-
1434 143400 Wayne NJ 50 Route 46 07470 Open t il Store
Open
Store
3056 305600 Wayne NJ 1020 Hamburg Turnpike 07470 Open Open Store
Store
4470 447000 West Long Branch NJ 108 Monmouth Rd 07764 Open Open Store
Store
9413 941300 West Orange NJ 235 Prospect Ave 07052 Open Open Store
Store
3202 320200 Westwood NJ 700 Broadway 07675 Open Open Store
Store
8905 890500 Albuquerque NM 5921 Midway Park Blvd NE 87109 Non-retai Active
l
Non-
1287 128700 Coronado NM 6600 Menaul Blvd Ne Ste 700 87110 Open t il
Annc’d
Store
to
2597 259700 Farmington NM 4601 E Main St 87402 Open Cl Store
Open
Store
7035 703500 Farmington NM 3000 East Main St 87402 Open Open Store
Store
122
Pg 123 of 144

Code rty
7016 701600 Hobbs NM 2220 North Grimes St 88240 G
Open Open Store
Store
2527 252700 Las Cruces NM 700 S Telshor Blvd 88011 Open Open Store
Store
3301 330100 Santa Fe NM 1712 St Michael’S Dr 87505 Open Open Store
Store
3592 359200 Las Vegas NV 5051 E Bonanza Rd 89110 Open Open Store
Store
8970 897000 LAS VEGAS NV 4320 N Lamb Blvd; Bldg 1 Ste 500 89115 Non-retai Active
l
Non-
5864 586400 Las Vegas - Showroom NV 7370 S Dean Martin Drive Suite 401 89139 Open t il Store
Open
Store
1328 132800 Las Vegas(Blvd) NV 3450 S Maryland Pkwy 89109 Open Open Store
Store
1668 166800 Las Vegas(Meadows) NV 4000 Meadow Ln 89107 Open Open Store
Store
5779 577900 Reno - McPhails NV 7525 Colbert Dr Ste 108 89511 Open Open Store
Showroom Store
30960 3096000 SPARKS NV 1750 FRANKLIN WAY 89431 Non-retai Active
l
Non-
4741 474100 Batavia NY 8363 Lewiston Road 14020 Open t il
Annc’d
Store
to
9589 958900 Bath NY Plaza 15Route 415 14810 Open Cl Store
Open
Store
9423 942300 Bridgehampton NY 2044 Montauk Hwy 11932 Open Open Store
Store
9420 942000 Bronx NY 1998 Bruckner Blvd 10473 Open Open Store
Store
3415 341500 Buffalo NY 1001 Hertel Avenue 14216 Open Open Store
Store
1984 198400 Buffalo/Hamburg NY S 3701 Mckinley Pkwy 14219 Open Open Store
Store
8854 885400 CHEEKTOWAGA NY 60 Industrial Parkway 14227 Non-retai Active
l
Non-
t il
123
Pg 124 of 144

Code rty
1623 162300 Clay NY 4155 State Rt 31 13041 G
Clos Closed
Store
ed
2453 245300 Glens Falls NY Aviation Rd 12804 St
Open Annc’d
Store
to
9274 927400 Greenwich NY West Main St R D #1 12834 Open Cl Store
Open
Store
7065 706500 Horseheads NY 1020 Center Street 14845 Open Open Store
Store
9381 938100 Huntington NY 839 New York Ave 11743 Open Open Store
Store
2584 258400 Lakewood NY Rt 394 & Hunt Blvd 14750 Open Annc’d
Store
to
9415 941500 Mahopac NY 987 Route 6 10541 Open Cl
Annc’d
Store
to
4034 403400 Mattydale NY 2803 Brewerton Rd 13211 Open Cl Store
Open
Store
24601 2460100 MELVILLE NY 35 Melville Park Rd 11747 Non-retai Active
l Non-
8959 895900 MENANDS NY 279 Broadway 12204 t il
Non-retai Active
l
Non-
1414 141400 Nanuet NY 75 W Route 59 Ste 100 10954 Open t il
Annc’d
Store
to
2933 293300 New Hyde Park NY 1400 Union Tpke 11040 Open Cl
Annc’d
Store to
24593 2459300 NEW ROCHELLE NY 5 Plain Ave 10801 Non-retai Cl
Active
l
Non-
7749 774900 New York NY 250 W 34Th St 10119 Open t il Store
Open
Store
124
Pg 125 of 144

Code rty
7777 777700 New York NY 770 Broadway 10003 G
Open Open Store
Store
2593 259300 Newburgh NY 1401 Route 300 12550 Open Open Store
Store
4123 412300 Niagara Falls NY 2590 Military Rd 14304 Open Annc’d
Store
to
4868 486800 Riverhead NY 605 Old Country Rd 11901 Open Cl
Annc’d
Store
to
8102 810200 ROCHESTER NY 100 Mushroom Blvd 14623 Non-retai Cl
Active
l
Non-
2173 217300 Saratoga NY 3065 Route 50 12866 Open t il Store
Open
Store
3600 360000 Schenectady NY 93 West Campbell Rd 12306 Open Annc’d
Store
to
7676 767600 Sidney NY 171 Delaware Ave 13838 Open Cl Store
Open
Store
1624 162400 Staten Island NY 283 Platinum Ave 10314 Open Open Store
Store
8753 875300 SYOSSET NY 225 Robbins Lane 11791 Non-retai Active
l
Non-
1584 158400 Victor NY 200 Eastview Mall 14564 Open t il
Annc’d
Store
to
2683 268300 Watertown NY I-81 & Arsenal Rt 3 13601 Open Cl Store
Open
Store
7677 767700 Wellsville NY 121 Bolivar Rd 14895 Open Open Store
Store
9392 939200 West Seneca NY 349 Orchard Park Rd 14224 Open Annc’d
Store
to
1674 167400 White Plains NY 100 Main St 10601 Open Cl
Open Store
Store
125
Pg 126 of 144

Code rty
9416 941600 White Plains NY 399 Tarrytown Rd 10607 G
Open Open Store
Store
1733 173300 Yonkers NY Rte 87(Ny St)& Cross Ct Pkwy 10704 Open Open Store
Store
9414 941400 Yorktown Heights NY Rte 118, 355 Downing Dr 10598 Open Open Store
Store
1944 194400 Yorktown Hts NY 600 Lee Blvd 10598 Open Annc’d
Store
to
7383 738300 Barberton OH 241 Wooster Rd North 44203 Open Cl Store
Open
Store
3286 328600 Brunswick OH 3301 Center Rd 44212 Open Open Store
Store
1410 141000 Canton OH 4100 Belden Village Mall 44718 Open Open Store
Store
4937 493700 Chillicothe OH 1470 North Bridge Street 45601 Open Annc’d
Store
to
1810 181000 Cincinnati-Eastgate OH 4595 Eastgate Blvd 45245 Open Cl
Open Store
Store
3013 301300 Cleveland OH 7701 Broadview Road 44131 Open Open Store
Store
8790 879000 CLEVELAND OH 4620 Hickley Industrial Pkwy 44109 Non-retai Active
l
Non-
8712 871200 COLUMBUS OH 1621 Georgesville Rd 43228 t il
Non-retai Active
l
Non-
8862 886200 COLUMBUS OH 5330 Crosswind Dr; Ste A 43228 t il
Non-retai Active
l
Non-
24545 2454500 COLUMBUS OH 2204 City Gate Drive 43219 t il
Non-retai Active
l
Non-
1560 156000 Dayton Mall OH 2700 Miamisburg Centerville Rd 45459 Open t il
Annc’d
Store
to
Cl
126
Pg 127 of 144

Code rty
7209 720900 East Liverpool OH 15891 State Rt 170 43920 G
Open Annc’d
Store
to
9096 909600 Fostoria OH 620 Plaza Dr 44830 Open Cl Store
Open
Store
7595 759500 Gahanna OH 845 Claycraft Road 43230 Non-retai Active
l
Non-
7397 739700 Grove City OH 2400 Stringtown Road 43123 Open t il Store
Open
Store
30962 3096204 GROVEPORT OH 5765 GREEN POINTE DRIVE 43125 Non-retai Active
l
Non-
7644 764400 Harrison OH 10560 Harrison Avenue 45030 Open t il Store
Open
Store
25016 2501600 LEWIS CENTER OH 8482 COTTER ST 43035 Non-retai Active
l
Non-
7477 747700 Marietta OH 502 Pike Street 45750 Open t il Store
Open
Store
4257 425700 Middleburg Heights OH 17840 Bagley Rd 44130 Open Annc’d
Store to
1430 143000 Middleburg Hts OH 6950 W 130Th St 44130 Non-retai Cl
Active
l
Non-
8918 891800 MONROE OH 4425 Salzman Road 45044 t il
Non-retai Active
l
Non-
1564 156400 Niles OH 5320 Youngstown Rd 44446 Open t il
Annc’d
Store to
3243 324300 North Canton OH 1447 N Main St 44720 Open Cl
Open Store
Store
1210 121000 Polaris OH 1400 Polaris Pkwy 43240 Open Open Store
Store
2104 210400 St Clairsville OH Banfield Rd & I-70 43950 Open Open Store
Store
127
Pg 128 of 144

Code rty
3142 314200 Tallmadge OH 555 South Ave 44278 G
Open Open Store
Store
24538 2453800 WARRENSVLL HT OH 4829 Galaxy Pky 44128 Non-retai Active
l
Non-
4782 478200 Clinton OK 2501 Redwheat Drive 73601 Open t il Store
Open
Store
26716 2671600 LAWTON OK 416 Se F Ave 73501 Non-retai Active
l
Non-
2311 231100 Norman OK 3201 W Main St 73072 Open t il
Annc’d
Store
to
1091 109100 Okla City/Sequoyah OK 4400 S Western Ave 73109 Clos Cl
Closed
Store
ed
8931 893100 OKLAHOMA CITY OK 1425 S Central 73129 St
Non-retai Active
l
Non-
4363 436300 TULSA OK 3643 S 73Rd East Ave 74145 t il
Non-retai Active
l
Non-
24024 2402400 TULSA OK 12626 E. 60Th Street 74146 t il
Non-retai Active
l
Non-
1151 115100 Tulsa Woodland Hls OK 6929 S Memorial Dr 74133 Open t il
Annc’d
Store
to
4455 445500 Beaverton OR 3955 S W Murray Blvd 97005 Open Cl
Annc’d
Store
to
6374 637400 CLACKAMAS OR 14658 Se 82Nd Dr 97015 Non-retai Cl
Active
l
Non-
24562 2456200 Clackamas OR 16131 Se Evelyn Street 97015 t il
Non-retai Active
l
Non-
3839 383900 Corvallis OR 400 North East Circle Blv 97330 Open t il Store
Open
Store
128
Pg 129 of 144

Code rty
8883 888300 EUGENE OR 4725 Pacific Ave 97402 G
Non-retai Active
l
Non-
1119 111900 Happy Valley OR 11800 SE 82nd Ave 97086 Open t il
Annc’d
Store
to
2179 217900 Medford OR 501 Medford Ctr 97504 Open Cl Store
Open
Store
8228 822800 Portland OR 12402 Ne Marx Street 97230 Non-retai Active
l
Non-
8841 884100 PORTLAND OR 15427 Ne Airport Way 97230 t il
Non-retai Active
l
Non-
2715 271500 Salem OR 955 Lancaster Dr Ne 97301 Open t il
Annc’d
Store
to
2119 211900 Salem(Lancaster) OR 827 Lancaster Dr Ne 97301 Open Cl
Annc’d
Store
to
3888 388800 The Dalles OR 2640 West Sixth St 97058 Open Cl
Open Store
Store
1079 107900 Washington Sq OR 9800 Sw Washington Square Rd 97223 Open Annc’d
Store
to
3361 336100 Allentown PA 1502 South Fourth St 18103 Open Cl
Annc’d
Store
to
8744 874400 ALLENTOWN PA 1820 Race Street 18109 Non-retai Cl
Active
l
Non-
2494 249400 Altoona PA 5580 Goods Lane Suite 1005 16602 Open t il Store
Open
Store
4150 415000 Altoona PA 528 W Plank Road 16602 Open Annc’d
Store
to
8875 887500 Altoona PA 700 N Third Avenue 16601 Non-retai Cl
Active
l
Non-
t il
129
Pg 130 of 144

Code rty
1454 145400 Bensalem/Crnwls Hts PA 100 Neshaminy Mall 19020 G
Open Annc’d
Store
to
9161 916100 Berwick PA 1520 W Front St 18603 Open Cl Store
Open
Store
24411 2441100 BRIDGEVILLE PA 300 Bursca Drive; Suite 303 15017 Non-retai Active
l
Non-
1711 171100 Camp Hill PA 3505 Capitol Hill City Mall Dr 17011 Open t il Store
Open
Store
7746 774600 Carlisle PA 1180 Walnut Bottom Rd 17013 Open Annc’d
Store
to
3225 322500 Chambersburg PA 1005 Wayne Ave 17201 Open Cl Store
Open
Store
8781 878100 Chambersburg PA 1475 Nitterhouse Dr 17201 Non-retai Active
l
Non-
7293 729300 Clifton Heights PA 713 E Baltimore Pike 19018 Open t il Store
Open
Store
3911 391100 Columbia PA 3975 Columbia Ave 17512 Open Open Store
Store
3737 373700 Doylestown PA 4377 Route 313 18901 Open Open Store
Store
2124 212400 Dubois PA 5522 Shaffer Rd Ste 129 15801 Open Annc’d
Store
to
7192 719200 Easton PA 320 South 25Th Street 18042 Open Cl
Open Store
Store
3266 326600 Edwardsville PA U S Route 11 Mark Plaza 18704 Open Open Store
Store
3963 396300 Elizabethtown PA 1605 South Market Street 17022 Open Open Store
Store
9662 966200 Ephrata PA 1127 S State St 17522 Open Open Store
Store
4113 411300 Erie PA 2873 W 26Th Street 16506 Open Open Store
Store
130
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Code rty
24517 2451700 EXPORT PA 1022 Corporate Lane, Bldg #2 15632 G
Non-retai Active
l
Non-
8873 887300 GOULDSBORO PA 400 First Avenue 18424 t il
Non-retai Active
l
Non-
2244 224400 Hanover PA 1155 Carlisle St Ste 5 17331 Clos t il
Closed
Store
ed
6814 681400 Hermitage PA 3235 E State-Shennango Vly Ml 16148 St
Open Annc’d
Store
to
3597 359700 Holmes PA 600 Macdade Blvd 19043 Open Cl
Open Store
Store
7470 747000 Hummelstown PA 1170 Mae Street 17036 Open Annc’d
Store
to
1064 106400 Langhrn/Oxford Vly PA 2300 E Lincoln Hwy 19047 Open Cl
Annc’d
Store
to
7699 769900 Lebanon PA 1745 Quentin 17042 Open Cl
Open Store
Store
7372 737200 Leechburg PA 451 Hude Park Road 15656 Open Open Store
Store
3884 388400 Matamoras PA 111 Hulst Dr, Ste 722 18336 Open Annc’d
Store
to
433 43300 MIDDLETOWN PA 2040 N Union St 17057 Non-retai Cl
Active
l
Non-
8275 827500 Morrisville PA One Kresge Rd 19030 t il
Non-retai Active
l
Non-
6254 625400 New Castle PA 2500 W State StUnion Plz 16101 Open t il Store
Open
Store
7083 708300 New Castle PA 2650 Ellwood Rd 16101 Open Open Store
Store
131
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Code rty
4054 405400 New Kensington PA 100 Tarentum Rd 15068 G
Open Annc’d
Store
to
4064 406400 North Versailles PA 1901 Lincoln Hwy 15137 Open Cl Store
Open
Store
3527 352700 Philadelphia PA 7101 Roosevelt Blvd 19149 Open Open Store
Store
9409 940900 Phoenixville PA 1000 Nutt Rd 19460 Open Annc’d
Store
to
4010 401000 Pittsburgh PA 880 Butler Street 15223 Open Cl
Annc’d
Store
to
8724 872400 PITTSBURGH PA 27 51St St 15201 Non-retai Cl
Active
l
Non-
9438 943800 Pleasant Hills PA 720 Clairton Blvd/Rte 51 15236 Open t il
Annc’d
Store
to
1484 148400 Reading PA Warren St Bypass & Bern Rd 19610 Open Cl
Open Store
Store
1034 103400 Ross Park PA 1008 Ross Park Mall Dr 15237 Clos Closed
Store
ed
8976 897600 ROYERSFORD PA 477 N Lewis Rd 19468 St
Non-retai Active
l
Non-
24527 2452700 SHARON HILL PA 800 Calcon Hook Rd 19079 t il
Non-retai Active
l
Non-
3136 313600 Shillington PA 1 Parkside Ave 19607 Open t il Store
Open
Store
1334 133400 South Hills PA 300 S Hills Vlg 15241 Clos Closed
Store
ed
2605 260500 State College PA 183 Shiloh Rd 16801 St
Open Open Store
Store
132
Pg 133 of 144

Code rty
8962 896200 STEELTON PA 1235 S Harrisburg St 17113 G
Non-retai Active
l
Non-
2074 207400 Stroudsburg PA 344 Stroud Mall 18360 Open t il Store
Open
Store
9539 953900 Thorndale PA 3205 Lincoln Hwy 19372 Open Annc’d
Store
to
4713 471300 Towanda PA Rt #6 Brandford Town Ctr 18848 Open Cl Store
Open
Store
3954 395400 Walnutport PA 400 North Best Ave 18088 Open Open Store
Store
2114 211400 Washington PA 1500 W Chestnut St 15301 Open Open Store
Store
7374 737400 West Chester PA 985 Paoli Pike 19380 Open Open Store
Store
1154 115400 Whitehall PA 1259 Whitehall Mall 18052 Open Open Store
Store
443 44300 WILKES BARRE PA Hanover Industrial Pk 13656 Non-retai Active
l
Non-
3268 326800 Wilkes-Barre PA 910 Wilkes Barre Twp Blvd 18702 Open t il Store
Open
Store
3390 339000 Williamsport PA 1915 E Third St 17701 Open Open Store
Store
3810 381000 Willow Street PA 2600 N Willow Street Pike 17584 Open Open Store
Store
3949 394900 Wind Gap PA 803 Male Rd 18091 Open Open Store
Store
4732 473200 Aguadilla PR Road 2 Km 126.5 00605 Open Open Store
Store
7566 756600 Arecibo PR State Road 2 Km 80.2 00612 Open Open Store
Store
7570 757000 Bayamon PR Plaza Rio Hondo & Comerio Ave 00961 Open Open Store
Store
7788 778800 Bayamon PR Pr 167 & Las Cumbres 00957 Open Open Store
Store
133
Pg 134 of 144

Code rty
1085 108500 Caguas PR Intsctn St Rd Pr 1 & Pr 156 00725 G
Open Open Store
Store
4858 485800 Caguas PR Calle Betances Final #400 00726 Open Open Store
Store
7419 741900 Caguas PR Rafael Cordero & Hwy 30 00725 Open Open Store
Store
1925 192500 Carolina PR Carolina S/C 00988 Open Open Store
Store
7665 766500 Carolina PR 65Th Infantry Ave 00985 Open Open Store
Store
7446 744600 Cayey PR Carr Rt #1 - Km 106 00736 Open Open Store
Store
2085 208500 Fajardo PR State Rd 3 00738 Open Open Store
Store
2675 267500 Guayama PR Road 3 Km.L34.7 00784 Open Open Store
Store
7768 776800 Guaynabo PR Pr 20 And Esmeralda 00969 Open Open Store
Store
7842 784200 HATO REY PR Plz Las Americas Mall 00918 Open Open Store
Store
3993 399300 Juana Diaz PR State Rd 149&State Rd 584 00795 Open Open Store
Store
1935 193502 Mayaguez PR 975 Hostos Ave Ste 110 00680 Non-retai Active
l
Non-
3882 388200 Mayaguez PR Pr Rte #2; Km 149.5 00680 Open t il Store
Open
Store
2385 238500 Naranjito PR El Mercado Plaza 00782 Open Open Store
Store
1945 194500 Ponce PR Plaza Del Caribe 2050 (Rd 2) 00731 Open Open Store
Store
1945 194502 Ponce PR Plaza Del Caribe 2050 (Rd 2) 00731 Non-retai Active
l
Non-
7741 774100 Ponce PR 2643 Ponce Bypass 00728 Open t il Store
Open
Store
4844 484400 Rio Piedras PR 9410 Ave Los Romeros 00926 Open Open Store
Store
134
Pg 135 of 144

Code rty
3896 389600 San German PR Castro Perez Ave (Pr 122) 00683 G
Open Open Store
Store
4490 449000 San Juan PR Caparra Hgts - San Patricio S/C 00920 Open Open Store
Store
Roosevelt & San Patricio
4494 449400 Trujillo Alto PR A
200 Carr 181 00976 Open Open Store
Store
7784 778400 Vega Alta PR Carr 2, Estatal, Plaza Caribe Mall 00692 Open Open Store
Store
7752 775200 Yauco PR Sr 128 @ Sr 2 Km 0.5 00698 Open Open Store
Store
24560 2456000 CAYCE SC 2110 Commerce Dr 29033 Non-retai Active
l Non-
4016 401600 Greenville SC Church St Extension 29605 Open t il Store
Open
Store
8846 884600 GREENVILLE SC 115 Haywood Rd 29607 Non-retai Active
l
Non-
8858 885800 Ladson SC 3831 Commercial Cneter Rd 29456 t il
Non-retai Active
l
Non-
7616 761600 Lexington SC 748 W Main Street 29072 Open t il Store
Open
Store
7274 727400 Mauldin SC 129 West Butler Avenue 29662 Open Annc’d
Store
to
2807 280700 Rock Hill SC 2197 Dave Lyle Blvd 29730 Open Cl
Open Store
Store
7043 704300 Rock Hill SC 2302 Cherry Rd 29732 Open Annc’d
Store
to
7062 706200 Sumter SC 1143 Broad St 29150 Open Cl
Open Store
Store
4141 414100 West Columbia SC 1500 Charleston Hwy 29169 Open Open Store
Store
4170 417000 Rapid City SD 1111 E North St 57701 Open Open Store
Store
135
Pg 136 of 144

Code rty
7241 724100 Bartlett TN 8024 Stage Hills Blvd 38133 G
Non-retai Active
l
Non-
1115 111500 Chattanooga TN 2100 Hamilton Place Blvd 37421 Open t il
Annc’d
Store
to
8037 803700 CHATTANOOGA TN 6300 Enterprise Park Dr; Ste A 37416 Non-retai Cl
Active
l
Non-
2335 233500 Clarksville TN 2801 Wilma Rudolph Blvd 37040 Open t il
Annc’d
Store
to
1146 114600 Cordova TN 2800 N Germantown Prkway 38133 Open Cl
Annc’d
Store
to
2036 203600 Jackson TN 2021 N Highland Ave 38305 Open Cl Store
Open
Store
2265 226500 Johnson City TN 2011 N Roan St 37601 Open Open Store
Store
7460 746000 Knoxville TN 6909 Maynardville Pike Ne 37918 Open Annc’d
Store
to
8947 894700 KNOXVILLE TN 114 Sherlake Rd 37922 Non-retai Cl
Active
l
Non-
9621 962100 Lebanon TN 1443 W Main St 37087 Open t il Store
Open
Store
2156 215600 Maryville TN 198 Foothills Mall 37801 Open Open Store
Store
8756 875600 Memphis TN 3952 Willow Lake Blvd; Bldg 5 38118 Non-retai Active
l Non-
24542 2454200 MEMPHIS TN 1710 Shelby Oaks Drive 38133 t il
Non-retai Active
l
Non-
2226 222600 Murfreesboro TN 1720 Old Fort Pkwy 37129 Open t il Store
Open
Store
136
Pg 137 of 144

Code rty
8206 820600 NASHVILLE TN 640 Thompson Lane 37211 G
Non-retai Active
l
Non-
24611 2461100 NASHVILLE TN 5010 Linbar Drive # 125 37211 t il
Non-retai Active
l
Non-
9735 973500 Sevierville TN 217 Forks Of River Pkwy 37862 Open t il Store
Open
Store
1395 139500 West Town TN 7600H Kingston Pike 37919 Open Annc’d
Store
to
1387 138700 Amarillo TX 7701 1-40 W 79121 Open Cl Store
Open
Store
1137 113700 Austin TX 1000 E 41St 78751 Open Annc’d
Store
to
1357 135700 Austin/Barton Creek TX 2901 S Capitol Of Texas Hwy 78746 Open Cl
Annc’d
Store
to
1327 132700 Baytown TX 1000 San Jacinto Mall 77521 Open Cl
Annc’d
Store
to
30954 3095400 Brownsville TX 2440 Pablo Kisel Blvd 78526 Clos Cl
Closed
Store
ed
1217 121702 Corpus Christi TX 1305 Airline Rd 78412 St
Non-retai Active
l
Non-
8870 887000 DALLAS TX 1600 Roe St 75215 t il
Non-retai Active
l
Non-
8021 802100 EL PASO TX 39B Concord 79906 t il
Non-retai Active
l
Non-
24554 2455400 El Paso TX 1335 Geronimo Dr 79925 t il
Non-retai Active
l
Non-
t il
137
Pg 138 of 144

Code rty
1080 108000 Frisco TX 2605 Preston Rd 75034 G
Open Annc’d
Store
to
447 44700 GARLAND TX 2775 W Miller Rd 75042 Non-retai Cl
Active
l
Non-
8907 890700 GARLAND TX 1501 Kings Rd 75042 t il
Non-retai Active
l
Non-
8807 880700 GRAPEVINE TX 615 Westport Pkwy; Ste 200 76051 t il
Non-retai Active
l
Non-
2537 253700 Harlingen TX 2002 S Expy 83 78552 Open t il
Annc’d
Store
to
24011 2401100 HOUSTON TX 10055 Regal Row 77040 Non-retai Cl
Active
l
Non-
1277 127700 Ingram TX 6301 Nw Loop 410 78238 Open t il
Annc’d
Store
to
2147 214700 Irving TX 2501 Irving Mall 75062 Open Cl
Annc’d
Store
to
2487 248700 Killeen TX 2000 Killeen Mall 76543 Open Cl Store
Open
Store
2247 224702 Laredo TX 5300 San Dario Ave 78041 Non-retai Active
l
Non-
2557 255700 Longview TX 3510 Mccann Rd 75605 Open t il Store
Open
Store
1247 124700 Lubbock TX 6002 Slide Rd 79414 Open Annc’d
Store
to
4389 438900 McAllen TX 1801 South 10Th Street 78503 Open Cl Store
Open
Store
7972 797200 McAllen TX 3701 North McColl 78503 Non-retai Active
l
Non-
t il
138
Pg 139 of 144

Code rty
1067 106700 Memorial TX 303 Memorial City Mall 77024 G
Open Annc’d
Store
to
8922 892200 PFLUGERSVILLE TX 828 New Meister Lane, Suite 100 78660 Non-retai Cl
Active
l
Non-
1629 162900 Pharr TX 500 N. Jackson Road 78577 Open t il Store
Open
Store
9767 976700 PLANO TX 2301 West Plano Parkwayl, Suite 75075 Non-retai Active
201 l
Non-
2637 263700 Port Arthur TX 3100 FM 365 77642 Open t il Store
Open
Store
1207 120700 Richardson TX 201 S Plano Rd 75081 Open Open Store
Store
1097 109700 San Antonio TX 2310 Sw Military Dr 78224 Open Open Store
Store
8747 874700 SAN ANTONIO TX 1331 N Pine St 78202 Non-retai Active
l
Non-
9507 950700 SAN ANTONIO TX 1560 CABLE RANCH RD 78245 t il
Non-retai Active
l Non-
24029 2402900 SAN ANTONIO TX 5696 Randolph Blvd 78239 t il
Non-retai Active
l
Non-
1127 112700 Shepherd TX 4000 N Shepherd Dr 77018 Open t il Store
Open
Store
1227 122700 Southwest Ctr TX 3450 W Camp Wisdom Rd 75237 Open Annc’d
Store
to
2077 207700 Tyler TX 4701 S Broadway Ave 75703 Open Cl
Annc’d
Store
to
2617 261700 Victoria TX 7508 N Navarro St 77904 Open Cl
Annc’d
Store
to
Cl
139
Pg 140 of 144

Code rty
1367 136700 Waco TX 6001 W Waco Dr 76710 G
Open Open Store
Store
8948 894800 SALT LAKE CTY UT 175 W 1300 South 84115 Non-retai Active
l
Non-
24604 2460400 SALT LAKE CTY UT 2027 S 4130 W 84104 t il
Non-retai Active
l
Non-
9794 979400 St. George UT 785 S Bluff 84770 Open t il Store
Open
Store
1888 188800 West Jordan UT 7453 S Plaza Center Dr 84084 Open Annc’d
Store
to
1284 128400 Alexandria VA 5901 Duke St 22304 Open Cl Store
Open
Store
4483 448300 Annandale VA 4251 John Marr Drive 22003 Open Annc’d
Store
to
2435 243500 Charlottesville VA 1531Rio Rd E 22901 Open Cl Store
Open
Store
3471 347100 Chesapeake VA 2001 South Military Hwy 23320 Open Open Store
Store
8838 883800 CHESAPEAKE VA 713 Fenway Ave; Ste D 23323 Non-retai Active
l
Non-
1615 161500 Chspk/Greenbrier VA 1401 Greenbrier Pkwy 23320 Clos t il
Closed
Store
ed
8823 882300 DULLES VA 45065 Old Ox Rd 20166 St
Non-retai Active
l
Non-
1814 181400 Fairfax VA 12000 Fair Oaks Mall 22033 Open t il
Annc’d
Store
to
1024 102400 Falls Church VA 6211 Leesburg Pike 22044 Open Cl
Open Store
Store
2694 269400 Fredericksburg VA 100 Spotsylvania Mall 22407 Open Open Store
Store
140
Pg 141 of 144

Code rty
1575 157500 Hampton VA 100 Newmarket Fair Mall 23605 G
Open Annc’d
Store
to
8836 883600 RICHMOND VA 4100 Tomlyn St 23230 Non-retai Cl
Active
l
Non-
24552 2455200 RICHMOND VA 5340 S Laburnum Ave 23231 t il
Non-retai Active
l
Non-
7415 741500 Springfield VA 6364 Springfield Plaza 22150 Open t il
Annc’d
Store
to
3785 378500 Tabb VA 5007 Victory Blvd 23693 Open Cl
Open Store
Store
1265 126500 Virginia Beach VA 4588 Virginia Beach Blvd 23462 Clos Closed
Store
ed
7717 771700 Waynesboro VA 2712 W Main St 22980 St
Open Annc’d
Store
to
7259 725900 Williamsburg VA 118 Waller Mill Rd 23185 Open Cl
Annc’d
Store to
2784 278400 Winchester VA 1850 Apple Blossom Dr 22601 Open Cl
Open Store
Store
7413 741300 Frederiksted VI Remainder Matriculate #1 00840 Open Open Store
Store
3972 397200 St. Croix VI Sunny Isle S/C, Space #1 00820 Open Open Store
Store
3829 382900 St. Thomas VI 26 - A Tutu Park Mall 00802 Open Open Store
Store
7793 779300 St. Thomas VI 9000 Lockhart Gdns S/C; Ste 1 00802 Open Open Store
Store
45061 4506100 COLCHESTER VT 4 ACORN LANE 03848 Non-retai Active
l
Non-
t il
141
Pg 142 of 144

Code rty
3133 313300 Bellingham WA 1001 E Sunset Drive 98226 G
Open Annc’d
Store
to
2049 204900 Everett WA 1302 Se Everett Mall Way 98208 Open Cl Store
Open
Store
2329 232900 Kennewick(Pasco) WA 1321 N Columbia Center Blvd 99336 Open Open Store
Store
3413 341300 Kent WA 24800 W Valley Hwy 98032 Clos Closed
Store
ed
8709 870900 KENT WA 7650 S 228Th St 98032 St
Non-retai Active
l
Non-
8897 889700 KENT WA 6250 S. 196Th Street 98032 t il
Non-retai Active
l
Non-
2330 233000 Puyallup WA 3500 S MeridianSte 900 98373 Open t il
Annc’d
Store
to
2329 232902 Richland WA 1661 B Fowler St 99352 Non-retai Cl
Active
l
Non-
36692 3669200 Seattle WA 701 5th Ave 98104 t il
Non-retai Active
l
Non-
38167 3816700 Seattle WA 1415 NE 45th Street 98105 t il
Non-retai Active
l
Non-
24526 2452600 Seattle/Tukwilla WA 12628 Interurban Ave South 98168 t il
Non-retai Active
l
Non-
8004 800400 Spokane WA 10424 W Aero Rd 99004 t il
Non-retai Active
l
Non-
9480 948000 SPOKANE WA 12310 Mirabeau Parkway; Suite 500 99216 t il
Non-retai Active
l
Non-
t il
142
Pg 143 of 144

Code rty
2239 223900 Vancouver WA 8800 Ne Vancouver Mall Dr 98662 G
Open Annc’d
Store
to
7034 703400 Walla Walla WA 2200 East Isaacs Ave 99362 Open Cl Store
Open
Store
24555 2455500 BROOKFIELD WI 13040 W Lisbon Rd; Bldg 2 Ste 300 53005 Non-retai Active
l
Non-
8968 896800 JANESVILLE WI 3920 Kennedy Rd 53545 t il
Non-retai Active
l
Non-
7648 764800 Mauston WI 800 North Union 53948 Open t il Store
Open
Store
8220 822000 NEW BERLIN WI 16255-16351 W LINCOLN AVE 53151 Non-retai Active
l
Non-
3692 369200 Oconomowoc WI 1450 Summit Avenue 53066 Open t il Store
Open
Store
3851 385100 Racine WI 5141 Douglas Ave 53402 Open Open Store
Store
7649 764900 Ripon WI 1200 West Fond Du Lac St 54971 Open Open Store
Store
8725 872500 VANDENBROEK WI N 168 Apoltolic Rd 54140 Non-retai Active
l
Non-
3750 375000 Waupaca WI 830 West Fulton St 54981 Open t il Store
Open
Store
8782 878200 WAUWATOSA WI 4320 N. 124Th Street 53222 Non-retai Active
l
Non-
6375 282601 Bridgeport WV 225 Meadowbrook Mall 26330 Open t il Store
Open
Store
4188 418800 Charleston WV 1701 4Th Ave W 25387 Open Annc’d
Store
to
4442 444200 Charleston WV 6531 Mccorkle Avenue S E 25304 Open Cl
Open Store
Store
143
Pg 144 of 144

Code rty
3484 348400 Elkview WV I-79/Us 43 Crossings Mall 25071 G
Open Open Store
Store
3724 372400 Scott Depot WV 101 Great Teays Blvd 25560 Open Annc’d
Store
to Close
2304 230400 Westover/Morgantown WV 9520 Mall Rd 26501 Open Annc’d
Store
to Close
2341 234100 Casper WY 701 Se Wyoming Blvd 82609 Open Annc’d
Store
to Close
4736 473600 Casper WY 4000 East 2Nd Street 82609 Open Annc’d
Store
to Close
2371 237100 Cheyenne WY 1400 Del Range Blvd 82009 Clos Closed Store
ed
4863 486300 Gillette WY 2150 South Douglas Hwy 82716 St
Open Annc’d
Store
to Close
7139 713900 Jackson WY 510 S Hwy 89 83002 Open Open Store
Store
30938 3093800 Glendale AZ 6767 West Bell Road 85308 Clos Closed Store
ed
S
18-23538-rdd Doc 1436-1 Filed 12/28/18 Entered 12/28/18 12:42:16 Exhibit A
Pg 1 of 1
In re Sears Holdings Corp.

Week Cash Flow Forecast - Revised 13 Week DIP Model
($ in Millions)
FISCAL MONTH FY18 P10 FY18 P11 FY18 P12 FY19 P1 Total
Forecast / Actual Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast 13 Weeks
Week Ending 11/24/18 12/1/18 12/8/18 12/15/18 12/22/18 12/29/18 1/5/19 1/12/19 1/19/19 1/26/19 2/2/19 2/9/19 2/16/19 Through
Fiscal Week Week 42 Week 43 Week 44 Week 45 Week 46 Week 47 Week 48 Week 49 Week 50 Week 51 Week 52 Week 01 Week 02 2/16/19
Post-Petition Week Week 6 Week 7 Week 8 Week 9 Week 10 Week 11 Week 12 Week 13 Week 14 Week 15 Week 16 Week 17 Week 18
Forecast Week Week 42 Week 43 Week 44 Week 45 Week 46 Week 47 Week 48 Week 49 Week 50 Week 51 Week 52 Week 01 Week 02 Total
I. OPERATING CASH FLOW
Total Operating Receipts $180 $286 $184 $200 $193 $215 $259 $171 $135 $121 $118 $106 $105 $2,273
Operating Disbursements
Merchandise Vendors (119) (91) (85) (95) (85) (51) (53) (62) (58) (56) (57) (61) (62) (935)
Payroll, Taxes, and Benefits (30) (68) (38) (60) (32) (58) (31) (40) (27) (25) (41) (29) (36) (514)
Occupancy1 (1) (1) (27) (10) (1) (1) (1) (30) (1) (1) (1) (18) (16) (111)
Other Operating Disbursements (65) (83) (87) (64) (76) (76) (72) (74) (60) (71) (55) (60) (50) (893)
Total Operating Disbursements (215) (243) (237) (228) (194) (185) (157) (206) (146) (153) (155) (168) (164) (2,453)
Total Operating Cash Flow ($35) $42 ($53) ($29) ($1) $29 $102 ($34) ($11) ($32) ($36) ($62) ($59) ($180)
II. NON-OPERATING CASH FLOWS
Non-Operating Disbursements
Capex (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (13)
Interest and Financing Fees2 (4) (8) (7) (7) (7) (4) (5) (9) (5) (5) (5) (5) (5) (76)
Total Non-Operating Disbursements (5) (9) (8) (8) (8) (5) (6) (10) (6) (6) (6) (6) (6) (89)
Total Business Cash Flow ($40) $33 ($61) ($37) ($9) $24 $96 ($44) ($17) ($38) ($42) ($68) ($65) ($269)
Total Other Non-Operating Disbursements (22) (21) (31) (13) (16) (13) (19) (5) (7) (0) (19) 0 0 (166)
Net Cash Flow Before Financing ($62) $12 ($92) ($50) ($25) $11 $78 ($49) ($24) ($38) ($62) ($68) ($65) ($434)
III. LIQUIDITY
Beginning Cash Balance $224 $161 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $224

Net Cash Flows Before Financing (62) 12 (92) (50) (25) 11 78 (49) (24) (38) (62) (68) (65) (434)
Financing Cash Flow 0 (173) 92 50 25 (11) (78) 49 24 38 62 68 65 211
Ending Cash Balance $161 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total Outstanding 1L - Beginning3 1,543 1,543 1,295 1,311 1,261 1,187 1,176 1,098 1,147 1,144 1,128 1,151 1,166 $1,543
Financing Cash Flow 0 (173) 92 50 25 (11) (78) 49 24 38 62 68 65 211
Jr. DIP (Draws) 0 (75) (75) (100) (100) 0 0 0 0 0 0 0 0 (350)
Buyer Financing (Draws)4 0 0 0 0 0 0 0 0 (27) (54) (39) (52) (67) (239)
Total Outstanding 1L - Ending3 $1,543 $1,295 $1,311 $1,261 $1,187 $1,176 $1,098 $1,147 $1,144 $1,128 $1,151 $1,166 $1,165 $1,165
Junior DIP Balance $0 $75 $150 $250 $350 $350 $350 $350 $350 $350 $350 $350 $350
Buyer Financing Balance $0 $0 $0 $0 $0 $0 $0 $0 $27 $81 $120 $172 $239
Total Outstanding 1L - Ending3 $1,543 $1,295 $1,311 $1,261 $1,187 $1,176 $1,098 $1,147 $1,144 $1,128 $1,151 $1,166 $1,165
Line Cap5 $1,577 $1,471 $1,429 $1,384 $1,350 $1,328 $1,277 $1,157 $1,144 $1,128 $1,151 $1,166 $1,165
Ending Cash Balance $161 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Availability 34 176 118 123 163 152 180 10 0 0 0 0 0
Total Liquidity (Cash plus Availability) $195 $176 $118 $123 $163 $152 $180 $10 $0 $0 $0 $0 $0
Footnotes
1. Excludes rent on rejected leases
2. Includes Interest on 1L and Cascade Loans and Financing Fees on Senior and Junior DIP facilities
3. Includes Sr. DIP Term Loan, Sr. DIP Revolver, Term Loan, Revolving Credit Facility, and Normal Course LC. All pre-petition 1L balances will be repaid with available cash immedtaiely following the final order on 11/27.
4. Assumed loan that bridges the Company's net availability needs through the close of going concern sale
5. Adjusted Borrowing Base calculated using Revised Formula
18-23538-rdd Doc 1436-2 Filed 12/28/18 Entered 12/28/18 12:42:16 Exhibit B
Pg 1 of 113
SUPERPRIORITY JUNIOR LIEN SECURED DEBTOR-IN-POSSESSION

CREDIT AGREEMENT
Dated as of November 29, 2018

among
SEARS HOLDINGS CORPORATION,
a debtor and a debtor-in-possession,
as Holdings,
SEARS ROEBUCK ACCEPTANCE CORP.
and
KMART CORPORATION,
each debtors and debtors-in-possession,
as Borrowers,
THE LENDERS NAMED HEREIN,
and
CANTOR FITZGERALD SECURITIES,
as Agent and Collateral Agent
LEGAL_US_E # 138653214.10
Pg 2 of 113
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 Certain Defined Terms ..........................................................................................2

Section 1.02 Computation of Time Periods .............................................................................32
Section 1.03 Accounting Terms ...............................................................................................32
Section 1.04 Other Interpretive Provisions ..............................................................................33
ARTICLE II
AMOUNTS AND TERMS OF THE TERM LOANS
Section 2.01 Term Loan Commitments. ..................................................................................33

Section 2.02 Making the Term Loans ......................................................................................34
Section 2.03 Commitment Fee; Other Fees .............................................................................34
Section 2.04 Repayment of Extensions of Credit ....................................................................35
Section 2.05 Interest.................................................................................................................35
Section 2.06 Interest Rate Determination ................................................................................36
Section 2.07 Optional Conversion of Term Loan Borrowings ................................................37
Section 2.08 Optional and Mandatory Prepayments of Term Loan. .......................................37
Section 2.09 Increased Costs ...................................................................................................38
Section 2.10 Illegality ..............................................................................................................39
Section 2.11 Payments and Computations ...............................................................................39
Section 2.12 Taxes ...................................................................................................................40
Section 2.13 Sharing of Payments, Etc ....................................................................................43
Section 2.14 Use of Proceeds of Term Loan ...........................................................................43
Section 2.15 Superpriority Claims; Security and Priority of Liens .........................................44
Section 2.16 Extension Option. ...............................................................................................47
ARTICLE III
[Reserved] 47
ARTICLE IV
CONDITIONS TO EFFECTIVENESS
Section 4.01 Conditions Precedent to Effectiveness................................................................47

Section 4.02 Conditions Precedent to Each Extension of Credit .............................................50
Section 4.03 Conditions Precedent to Subsequent DIP Loans. ...............................................51
LEGAL_US_E # 138653214.10
Pg 3 of 113
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Section 5.01 Representations and Warranties of Holdings and the Borrowers. ......................52
ARTICLE VI
COVENANTS
Section 6.01 Affirmative Covenants ........................................................................................59

Section 6.02 Negative Covenants ............................................................................................73
Section 6.03 Approved Budget. ...............................................................................................75
ARTICLE VII
EVENTS OF DEFAULT
Section 7.01 Events of Default ................................................................................................77

Section 7.02 Remedies. ............................................................................................................81
Section 7.03 Application of Proceeds. .....................................................................................83
Section 7.04 Lift of Automatic Stay. .......................................................................................84
Section 7.05 License; Cooperation. .........................................................................................84
ARTICLE VIII
THE AGENT AND COLLATERAL AGENT
Section 8.01 Appointment .......................................................................................................84

Section 8.02 Delegation of Duties; Lender Advisors ..............................................................85
Section 8.03 Exculpatory Provisions .......................................................................................85
Section 8.04 Reliance by Agent ...............................................................................................86
Section 8.05 Notice of Default.................................................................................................86
Section 8.06 Non-Reliance on Agents and Other Lenders ......................................................86
Section 8.07 Reports and Financial Statements .......................................................................87
Section 8.08 Indemnification of Agent Indemnitees. ..............................................................87
Section 8.09 Agent in Its Individual Capacity .........................................................................88
Section 8.10 Successor Agent ..................................................................................................88
Section 8.11 Defaulting Lenders..............................................................................................89
Section 8.12 Certain ERISA Matters .......................................................................................90
Section 8.13 Credit Bidding.....................................................................................................91
ARTICLE IX
MISCELLANEOUS
Section 9.01 Amendments, Etc. ...............................................................................................93

Section 9.02 Notices, Etc. ........................................................................................................94
LEGAL_US_E # 138653214.10
Pg 4 of 113
Section 9.03 No Waiver; Remedies .........................................................................................95

Section 9.04 Costs and Expenses .............................................................................................96
Section 9.05 Right of Set-off ...................................................................................................97
Section 9.06 Binding Effect; Effectiveness .............................................................................97
Section 9.07 Assignments and Participations ..........................................................................98
Section 9.08 Confidentiality ..................................................................................................100
Section 9.09 Governing Law .................................................................................................101
Section 9.10 Execution in Counterparts.................................................................................101
Section 9.11 Jurisdiction, Etc.................................................................................................101
Section 9.12 WAIVER OF JURY TRIAL ..........................................................................101
Section 9.13 Release of Collateral or Guarantee Obligation .................................................102
Section 9.14 PATRIOT Act Notice .......................................................................................102
Section 9.15 Integration .........................................................................................................102
Section 9.16 Replacement of Lenders ...................................................................................102
Section 9.17 No Advisory or Fiduciary Capacity ..................................................................103
Section 9.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions .......103
Section 9.19 DIP Intercreditor Agreement; Financing Orders. .............................................104
LEGAL_US_E # 138653214.10
Pg 5 of 113
SCHEDULES
Schedule 1.03 Designated Real Estate
Schedule 1.04 Existing Debt
Schedule 1.05 Existing Investments
Schedule 1.06 Existing Liens
Schedule 1.07 Initial Specified Store Closing Locations
Schedule 1.08 Secondary Specified Store Closing Locations
Schedule 1.09 Go Forward Store
Schedule 4.01 Loan Documents
Schedule 5.01(l)(A) Owned and Ground Leased Unencumbered Real Property
Schedule 5.01(l)(B) Leased Unencumbered Real Property
Schedule 5.01(n) Pension Plan Issues
Schedule 5.01(p) UCC Filing Jurisdictions
Schedule 5.01(s) Equity Interests in Subsidiaries
Schedule 5.01(t) Labor Matters
Schedule 6.01(m) Blocked Accounts
Schedule 6.01(q)(i) Case Milestones
Schedule 6.01(q)(ii) Go Forward Plan
Schedule 6.01(v) Post-Effective Date Requirements
EXHIBITS
Exhibit A Form of Notice of Borrowing
Exhibit B Form of Assignment and Acceptance
Exhibit C Form of Compliance Certificate
Exhibit D Form of Approved Budget
Exhibit E Form of Final Financing Order
Exhibit F Form of Budget Certificate
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Exhibit G-1 Forms of U.S. Tax Compliance Certificates

through G-4
Exhibit H Form of Credit Card Notification
Exhibit I Form of Compliance Certificate
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SUPERPRIORITY JUNIOR LIEN SECURED DEBTOR-IN-POSSESSION

CREDIT AGREEMENT
This SUPERPRIORITY JUNIOR LIEN SECURED DEBTOR-IN-POSSESSION

CREDIT AGREEMENT (this “Agreement”), dated as of November 29, 2018, by and among 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.”; Kmart Corp. together with SRAC, the “Borrowers”), the several
banks, financial institutions or entities from time to time party hereto as Term Lenders hereunder (each a
“Lender” and collectively, the “Lenders”), and CANTOR FITZGERALD SECURITIES, as
administrative agent (in such capacity, together with any of its successors and permitted assigns, the
“Agent”) and collateral agent (in such capacity, together with any of its successors and permitted assigns,
“Collateral Agent”).
RECITALS
WHEREAS, on October 15, 2018 (the “Petition Date”), Holdings, SRAC, Kmart Corp.
and certain of the Borrowers’ Subsidiaries (together with any Subsidiary joining in the Chapter 11 Cases
after the Petition Date, collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of
Title 11 of the United States Code (the “Bankruptcy Code”) 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
or any proceeding therein from time to time, the “Bankruptcy Court”);
WHEREAS, 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;
WHEREAS, the Borrowers have requested that the Lenders provide a superpriority junior
secured debtor-in-possession multiple draw term loan facility in an aggregate principal amount up to
$350,000,000 (the “DIP Junior Facility”), and the Lenders have indicated their willingness to lend on the
terms and conditions set forth herein;
WHEREAS, each Borrower and each other Loan Party has agreed to secure all of its
Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Collateral
Agent and the other Credit Parties, a security interest in and lien upon substantially all of their existing and
after-acquired personal and real property;
WHEREAS, the business of the Borrowers and the other Loan Parties is a mutual and
collective enterprise and the Borrower and the other Loan Parties believe that the Total Extensions of Credit
and other financial accommodations provided to the Borrowers under this Agreement will enhance the
aggregate borrowing powers of the Borrowers and facilitate the administration of the Chapter 11 Cases and
their loan relationship with the Agent, the Collateral Agent and the Lenders, all to the mutual advantage of
the Borrowers and the other Loan Parties;
WHEREAS, each Borrower and each other Loan Party acknowledges that it will receive
substantial direct and indirect benefits by reason of the making of Extensions of Credit and other financial
accommodations to the Borrowers as provided in this Agreement and the Financing Orders; and
WHEREAS, the willingness of the Agent, the Collateral Agent, and the Lenders to extend
financial accommodations to the Borrowers, as more fully set forth in this Agreement and the other Loan
Documents, is done solely as an accommodation to the Borrowers and the other Loan Parties and at the
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request of the Borrowers and the other Loan Parties and in furtherance of the mutual and collective
enterprise of the Borrowers and the other Loan Parties.
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth
in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged
(these recitals being an integral part of this Agreement), the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:
“Acceptable Plan of Reorganization” means a plan of reorganization for each of the Chapter 11
Cases that provides for the termination of the Term Commitments and the payment in full in cash and full
discharge of the Obligations at emergence.
“ACH” means automated clearing house transfers.
“Acquisition” means, with respect to any Person (a) a purchase or other acquisition of more than
50% of, or other controlling interest in, the Equity Interests of any other Person, (b) a purchase or other
acquisition of all or substantially all of the assets or properties of, another Person or of any business unit of
another Person, or (c) any merger or consolidation of such Person with any other Person or other transaction
or series of transactions resulting in the acquisition of all or substantially all of the assets of any Person, or
more than 50% of, or other controlling interest in, the Equity Interests of any Person, in each case in any
single transaction or series of related transactions.
“Adequate Protection Liens” has the meaning assigned to the term “Adequate Protection Liens”
in the Final ABL Financing Order.
“Adequate Protection Superpriority Claims” has the meaning assigned to the term “Adequate
Protection Claims” in the Final ABL Financing Order.
“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or
otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings,
any Borrower, and Subsidiary Guarantor or any Subsidiary of the foregoing), at law or in equity, or before
or by any Governmental Authority, domestic or foreign, whether pending or, to the knowledge of Holding,
any Borrower or any Subsidiary Guarantor, threatened against Holdings, any Borrower, any Subsidiary
Guarantor or any Subsidiary of the foregoing or any property thereof.
“Affiliate” means, as to any Person, any other Person, (a) that directly or indirectly, controls, is
controlled by or is under common control with such Person 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 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” has the meaning specified therefor in the preamble hereto.

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“Agent’s Account” shall mean the Term Loan Collateral Account”.
“Agent Fee Letter” means the fee letter, dated the date hereof, among Holdings, the Borrowers,
and the Agent.
“Agent Indemnitees” means the Agent, the Collateral Agent and their respective Related Parties.
“Agreement” has the meaning specified therefor in the preamble hereto.
“AML Laws” means (i) the Currency and Foreign Transactions Reporting Act, its amendments,
and other statutes relating to the subject matter of that Act (which have come to be collectively referred to
as the Bank Secrecy Act), including applicable provisions of the PATRIOT Act, and regulations
promulgated under any of the foregoing, including 31 C.F.R. Chapter X; and (ii) similar laws, regulations,
directives adopted by the European Union, any European Union Member State, the United Kingdom, and
any jurisdiction where any Group Member operates.
“Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending
Office in the case of a Base Rate Advance, and such Lender’s Eurodollar Lending Office in the case of a
Eurodollar Rate Advance.
“Approved Budget” means the Approved Initial Budget, as the same may be updated, modified
or supplemented from time to time as provided in Section 6.03.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Approved Initial Budget” means budget prepared by the Borrowers in the form of Exhibit D and
which is approved by, and in form and substance satisfactory to the Agent in its sole and absolute discretion.
“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and
an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit B hereto.
“Authorized Officer” means, as to Holdings, any Borrower or any other Loan Party, its Chief
Restructuring Officer, president, chief executive officer, chief financial officer, vice president and
controller, vice president and treasurer, vice president, finance or executive vice president, finance. Any
document delivered hereunder that is signed by an Authorized Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of
such Loan Party and such Authorized Officer shall be conclusively presumed to have acted on behalf of
such Loan Party.
“Automatic Stay” means the automatic stay provided under section 362 of the Bankruptcy Code.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable
EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation” means with respect to any EEA Member Country implementing Article 55
of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the
implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule.
“Bankruptcy Code” has the meaning specified therefor in the recitals hereto.
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“Bankruptcy Court” has the meaning specified therefor in the recitals hereto.
“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal
Funds Rate plus one-half of one percent (0.50%), (b) the Eurodollar Rate (calculated utilizing a one-month
Interest Period) plus one percent (1.00%), or (c) the rate of interest quoted in The Wall Street Journal,
Money Rates Section as the “prime rate,” as in effect from time to time. The “prime rate” is a reference
rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Agent
or any other Lender may make commercial loans or other loans at rates of interest at, above or below the
Prime Rate.
“Base Rate Advance” means a Term Loan Borrowing that bears interest as provided in Section
2.05(a)(i).
“Beneficial Ownership Certification” means a certification regarding beneficial ownership

required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject
to Title I of ERISA, (b) a “plan” as defined in section 4975 of the Internal Revenue Code or (c) any Person
whose assets include (for purposes of ERISA section 3(42) or otherwise for purposes of Title I of ERISA
or section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan.”
“Blocked Accounts” means the deposit accounts set forth on Schedule 6.01(m) and any deposit
accounts that become subject to Blocked Account Agreements pursuant to Section 6.01(i)(iii).
“Blocked Account Agreement” means with respect to a Blocked Account established by a Loan
Party, an agreement, in form and substance reasonably satisfactory to the Collateral Agent, establishing
control (as defined in the UCC) of such account by the Collateral Agent and whereby the bank maintaining
such account agrees to comply only with the instructions originated by the Collateral Agent (or any other
agent which shall succeed the Collateral Agent thereunder), without the further consent of any other Person
in all respects subject to the DIP Intercreditor Agreement and the Financing Orders.
“Blocked Account Bank” means Bank of America, N.A. and each other bank with whom deposit
accounts are maintained in which funds of any of the Loan Parties are concentrated and with whom a
Blocked Account Agreement has been, or is required to be, executed in accordance with the terms hereof.
“Board of Governors” means the Board of Governors of the Federal Reserve System.
“Borrower Information” has the meaning specified therefor in Section 9.08.
“Borrower Materials” has the meaning specified therefor in Section 9.02(d).
“Borrowers” has the meaning specified therefor in the preamble hereto.
“Budget Certificate” mean a certificate, substantially in the form of Exhibit F hereto, by which
Holdings certifies, among other things, compliance with the covenants contained in Section 6.03(b).
“Budget Variance Report” means a weekly report certified by an Authorized Officer of Holdings
to the Agent (a) showing, in each case, by line item the actual cash receipts, disbursements, inventory
receipts and consignment receipts for each week, in a comparable form to the Approved Budget, noting
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therein the variance of the Borrower’s Net Cash Flow, on a cumulative basis, for the Cumulative Four-
Week Period, from the projected Net Cash Flow set forth for the Cumulative Four-Week Period in the
Approved Budget, (b) including explanations for all material variances (including whether such variance is
permanent in nature or timing related) and (b) for any report delivered on the Wednesday following a
Budget Testing Date, containing an analysis demonstrating the Borrowers are in compliance with the budget
covenant set forth in Section 6.03(b), all in a form, and containing such supporting information, as is
satisfactory to the Agent in its sole discretion.
“Budget Testing Date” has the meaning specified therefor in Section 6.03(b).
“Business Day” means a day of the year on which banks are not required or authorized by law to
close in New York, New York and, if the applicable Business Day relates to any Eurodollar Rate Advances,
a day of the year on which dealings are carried on in the London interbank market.
“Capital Lease Obligations” means, with respect to any Person for any period, the obligations of
such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to
use) real or personal property, or a combination thereof, which obligations are required to be classified and
accounted for as liabilities on a balance sheet of such Person under GAAP and the amount of which
obligations shall be the capitalized amount thereof determined in accordance with GAAP.
“Carve-Out” has the meaning specified therefor in paragraph 21(a) of the Final ABL Financing
Order.
“Carve-Out Account” has the meaning specified therefor in paragraph 21(f) of the Final ABL
Financing Order or paragraph 20(b) of the Interim Financing Order, as applicable.
“Carve-Out Reserve” has the meaning specified therefor in paragraph 21(e) of the Final ABL
Financing Order.
“Case Milestones” has the meaning specified therefor in Section 6.01(q)(i).
“Cash Equivalents” means (a) marketable obligations issued or unconditionally guaranteed by,
and backed by the full faith and credit of, the U.S. government, maturing within 12 months of the date of
acquisition; (b) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months
of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America
or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-
1 (or better) by S&P or P-1 (or better) by Moody’s at the time of acquisition, and (unless issued by a Lender)
not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying
investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b);
(d) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by
Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market
fund that has substantially all of its assets invested continuously in the types of investments referred to
above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or
S&P.
“Cash Management Order” means that certain Interim Order Authorizing Debtors to (I) Continue
Using Existing Cash Management System, Bank Accounts, and Business Forms, (II) Implement Ordinary
Course Changes to Cash Management System, (III) Continue Intercompany Transactions, and (IV) Provide
Administrative Expense Priority for Postpetition Intercompany Claims and Granting Related Relief
(Docket No. 102), entered by the Bankruptcy Court on October 16, 2018, and any similar final order entered
by the Bankruptcy Court.
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“Class” means the class consisting of Term Lenders. For clarity, except as expressly provided
herein, each Lender shall have the same rights and obligations under this Agreement and the other Loan
Documents.
“Change in Law” means the occurrence, after the date hereof, of (a) the adoption, taking effect or
phasing in of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in
the administration, interpretation or application thereof; or (c) the making, issuance or application of any
request, guideline, requirement or directive (whether or not having the force of law) by any Governmental
Authority; provided, that “Change in Law” shall include, regardless of the date enacted, adopted or issued,
all requests, rules, guidelines, requirements or directives (i) under or relating to the Dodd-Frank Wall Street
Reform and Consumer Protection Act, or (ii) promulgated pursuant to Basel III by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any similar authority) or any
other Governmental Authority.
“Chapter 11 Cases” means the chapter 11 cases of the Debtors pending in the Bankruptcy Court.
“Collateral Agent” has the meaning specified therefor in the preamble hereto.
“Collateral” means all property of the Loan Parties, now owned or hereafter acquired, upon which
a Lien is purported to be created by any Security Document, including the Prepetition ABL Collateral and
all other assets of the Loan Parties, whether now owned or hereafter acquired, and all proceeds thereof, and
any claims and causes of action of the Loan Parties of any kind or nature (including proceeds of any actions
for preferences, fraudulent conveyances and other avoidance power claims under sections 502(d), 544, 545,
547, 548, 549, 550 and 553 of the Bankruptcy Code); it being understood that “Collateral” shall include all
such property irrespective of whether any such property was excluded pursuant to the Prepetition Loan
Documents.
“Compliance Certificate” means a certificate of an Authorized Officer of Holdings as to

compliance with the terms of this Agreement and the other Loan Documents in the form of Exhibit C.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).
“Commonly Controlled Entity” means an entity, whether or not incorporated, that is under
common control with any Borrower within the meaning of section 4001 of ERISA or is part of a group that
includes any Borrower and that is treated as a single employer under section 414 of the Internal Revenue
Code.
“Convert”, “Conversion” and “Converted” each refers to a conversion of a Term Loan Borrowing
of one Type into a Term Loan Borrowing of the other Type pursuant to Section 2.07.
“Credit Card Accounts Receivable” means each Account or Payment Intangible (each as defined
in the UCC) together with all income, payments and proceeds thereof, owed by a credit card payment
processor or an issuer of credit cards to a Loan Party resulting from charges by a customer of a Loan Party
on credit cards processed by such processor or issued by such issuer in connection with the sale of goods
by a Loan Party or services performed by a Loan Party, in each case in the ordinary course of its business.
“Credit Card Notification” has the meaning specified in Section 6.01(m)(iii).
“Credit Card Processors” means the credit card clearinghouses and processors used by the Loan
Parties and listed in the Perfection Certificate as of the date of this Agreement, or otherwise disclosed in
writing to the Agent by the Loan Parties from time to time following the date of this Agreement.
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“Credit Party” or “Credit Parties” means (a) individually, (i) each Lender and its Affiliates, (ii)
the Agent and (iii) the Collateral Agent and (b) collectively, all of the foregoing.
“Cumulative Four-Week Period” means the four-week period up to and through the Saturday of
the most recent week then ended.
“Customs Broker Agreement” means an agreement, in form and substance acceptable to the Agent
in its discretion, or such other form as the Agent may reasonably agree, by and among a Loan Party, a
customs broker or other carrier, and the Collateral Agent, in which the customs broker or other carrier
acknowledges that it has control over and holds the documents evidencing ownership of the subject
Inventory for the benefit of the Collateral Agent and agrees, upon notice from the Collateral Agent, to hold
and dispose of the subject Inventory solely as directed by the Collateral Agent in all respects subject to the
DIP Intercreditor Agreement and the Financing Orders.
“DC” means any distribution center owned or leased and operated by any Loan Party.
“DDA” means each checking, savings or other demand deposit account maintained by any of the
Loan Parties.
“De Minimis Asset Sale Order” means the (CORRECTED) Order Signed on 11/21/2018
Authorizing and Establishing Procedures for De Minimis Asset Sales and De Minimis Asset Abandonments
(Docket No. 856), as entered by the Bankruptcy Court on November 21, 2018.
“Debt” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed
money, (b) all obligations of such Person for the deferred purchase price of property or services (other than
trade payables incurred and being paid in the ordinary course of such Person’s business), (c) all obligations
of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all direct and
contingent obligations of such Person arising under banker’s acceptances, letters of credit (including
standby and commercial), bank guaranties, surety bonds and similar instruments, (e) all obligations of such
Person created or arising under any conditional sale or other title retention agreement (even though the
rights and remedies of the seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (f) all obligations of such Person as lessee under leases that have
been or should be, in accordance with GAAP, recorded as Capital Lease Obligations, (g) all direct recourse
payment obligations of such Person in respect of any accounts receivable sold by such Person, (h) all net
obligations of such Person under any Swap Obligations, (i) all obligations of such Person in respect of
Disqualified Equity Interests, (j) all Debt of others referred to in clauses (a) through (i) above or clause (k)
below and other payment obligations guaranteed directly or indirectly in any manner by such Person, or in
effect guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such
Debt or to advance or supply funds for the payment or purchase of such Debt, (2) to purchase, sell or lease
(as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Debt or to assure the holder of such Debt against loss, (3) to supply funds to or in
any other manner invest in the debtor (including any agreement to pay for property or services irrespective
of whether such property is received or such services are rendered) or (4) otherwise to assure a creditor
against loss, and (k) all Debt referred to in clauses (a) through (i) above secured by (or for which the holder
of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property
(including accounts and contract rights) owned by such Person, even though such Person has not assumed
or become liable for the payment of such Debt.
“Debtor Advisors” has the meaning specified therefor in Section 6.01(r).
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“Debtor Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time
to time in effect and affecting the rights of creditors generally.
“Debtors” has the meaning specified therefor in the recitals hereto.
“Default” means any Event of Default or any event or condition that, with the lapse of time or
giving of notice or both, would constitute an Event of Default.
“Defaulting Lender” means any Lender (as reasonably determined by the Agent) that (a) has failed
to fund any portion of the Term Loans required to be funded by it hereunder within two Business Days of
the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Agent or any other
Lender any other amount required to be paid by it hereunder within two Business Days of the date when
due, (c) has failed, within three Business Days after request by the Agent, to confirm in writing that it will
comply with the terms of this Agreement relating to its Term Commitments, provided, that such Lender
shall cease to be a Defaulting Lender under this clause (c) upon the Agent’s receipt of such confirmation,
(d) has notified the Borrowers or the Agent in writing that it does not intend to comply with its funding
obligations hereunder, or has made a public statement to that effect, or (e) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or Bail-In
Action, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for
the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets,
including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting
in such a capacity; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a
Governmental Authority so long as such ownership interest does not result in or provide such Lender with
immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or
writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject,
repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
“Designated Real Estate” means Real Estate constituting Prepetition Unencumbered Assets and
set forth on Schedule 1.03.
“DIP ABL Loan Agent” means (i) Bank of America, N.A., in its capacity as administrative agent
and co-collateral agent for the DIP ABL Facility and (ii) Wells Fargo Bank, National Association, in its
capacity as co-collateral agent for the DIP ABL Facility.
“DIP ABL Credit Agreement” means that certain Superpriority Senior Secured Debtor-in-
Possession Asset Based Credit Agreement, dated as of the date hereof, among Holdings, the Borrowers, the
DIP ABL Loan Agent and the lenders named therein, as in effect on the date hereof.
“DIP ABL Loan Obligations” means the “Obligations” as defined in the DIP ABL Credit
Agreement.
“DIP ABL Facility” means the superpriority senior secured debtor-in-possession asset-based
credit facility provided by the Credit Parties to the Borrowers under the DIP ABL Credit Agreement, as in
effect on the date hereof.
“DIP Junior Facility” has the meaning specified therefor in the preamble hereto.
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“DIP Intercreditor Agreement” means that certain DIP Intercreditor Agreement, dated as of the
date hereof, by and among the Agent, the Collateral Agent, the DIP ABL Loan Agent and the Loan Parties,
as amended, restated, supplemented or otherwise modified from time to time.
“DIP Motion” means 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 (Docket No. 7) filed by the Debtors on October 15, 2018.
“Disposition” means any sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction), whether in one transaction or in a series of transactions, of any property (including,
without limitation, the issuance or sale, transfer or other disposition of any Equity Interests).
“Disqualified Equity Interests” of any Person means any class of Equity Interests of such Person
that, by its terms, or by the terms of any related agreement or of any security into which it is convertible,
puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required
to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, in each
case on or prior to the date that is 91 days after the Scheduled Termination Date.
“Dollars” and “$” refers to lawful money of the United States.
“Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified
as its “Domestic Lending Office” on the signature pages hereof or in the Assignment and Acceptance
pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time
to time specify to the Borrowers and the Agent.
“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of
America, any State thereof or the District of Columbia (excluding, for the avoidance of doubt, any
Subsidiary organized under the laws of Puerto Rico).
“EEA Financial Institution” means (a) any credit institution or investment firm established in an
EEA Member Country that is subject to the supervision of an EEA Resolution Authority; (b) any entity
established in an EEA Member Country that is a parent of an institution described in clause (a) above; or
(c) any financial institution established in an EEA Member Country that is a subsidiary of an institution
described in the foregoing clauses and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland,
Liechtenstein and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted
with public administrative authority of an EEA Member Country (including any delegee) having
responsibility for the resolution of any EEA Financial Institution.
“Effective Date” means the first day on which all of the conditions precedent set forth in Section
4.01 are satisfied or waived in accordance with the terms hereof.
“Eligible Assignee” means (a) a commercial bank or any other Person (other than a natural Person)
engaged in the business of making commercial loans, or any fund or other Person (other than a natural
Person) that invests in loans, which bank, Person or fund, together with its Affiliates, has a combined capital
and surplus in excess of $1,000,000,000 and which bank, Person or fund is approved by the Agent in its
discretion, (b) an existing Lender or an Affiliate of an existing Lender or an Approved Fund, and (c) during
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any Event of Default, any other Person (other than a natural Person) acceptable to Agent in its discretion;
provided, that notwithstanding the foregoing, neither the Borrowers nor any Affiliate of the Borrowers, nor
any Permitted Holder, nor any holder of any Debt under the Prepetition Second Lien Facilities, nor any
other Loan Party, nor any Subsidiary of any of the foregoing, shall qualify as an Eligible Assignee.
“Employee Wage Order” means the Final Order (I) Authorizing But Not Directing the Debtors to
(A) Pay Certain Prepetition Wages and Reimbursable Employee Expenses, (B) Pay and Honor Employee
Medical and Other Benefits, and (C) Continue Employee Benefits Programs, and (II) Granting Related
Relief (Docket No. 798), entered by the Bankruptcy Court on November 16, 2018.
“Enforcement Action” means any rightful action to enforce any Obligations or Loan Documents
or to realize upon any Collateral (whether by judicial action, self-help, notification of account debtors,
exercise of setoff or recoupment, or otherwise).
“Environmental Action” means any action, suit, demand, demand letter, claim, notice of non-
compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or
consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous
Materials or arising from alleged injury or threat of injury to health, safety or the environment, including
(a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or
other actions or damages and (b) by any governmental or regulatory authority or any third party for
damages, contribution, indemnification, cost recovery, compensation or injunctive relief.
“Environmental Law” means any federal, state, local or foreign statute, law, ordinance, rule,
regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to
pollution or protection of the environment, health, safety or natural resources, including those relating to
the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.
“Environmental Liability” means any liability, contingent or otherwise (including any liability for
damages, costs of environmental investigation or remediation, fines, penalties or indemnities), of Holdings,
the Borrowers, or any of their Subsidiaries directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the presence, generation, use, handling, transportation, storage, treatment
or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the
foregoing.
“Environmental Permit” means any permit, approval, identification number, license or other
authorization required under any Environmental Law.
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other
ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or
acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such
Person, and all of the other ownership or profit interests in such Person (including partnership, member or
trust interests therein), whether voting or nonvoting.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the regulations promulgated and issued thereunder.
“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of any
Borrower’s controlled group, or under common control with such Borrower, within the meaning of
section 414 of the Internal Revenue Code.
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“ERISA Event” means (a) (i) the occurrence of a Reportable Event, as defined herein, or (ii) the
requirements of subsection (1) of section 4043(b) of ERISA (without regard to section 4043(b)(2)) are met
with respect to a contributing sponsor, as defined in section 4001(a)(13) of ERISA, of a Plan, and an event
described in paragraph (9), (10), (11), (12) or (13) of section 4043(c) of ERISA is reasonably expected to
occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding
waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to
terminate such Plan pursuant to section 4041(a)(2) of ERISA (including any without limitation any such
notice with respect to a plan amendment referred to in section 4041(e) of ERISA); (d) the cessation of
operations at a facility of any Borrower or any ERISA Affiliate in the circumstances described in
section 4062(e) of ERISA; (e) the withdrawal by any Borrower or any ERISA Affiliate from a Multiple
Employer Plan during a plan year for which it was a substantial employer, as defined in section 4001(a)(2)
of ERISA; (f) the conditions for the imposition of a lien under section 430 of the Internal Revenue Code,
sections 303(k) or 4068(a) of ERISA shall have been met with respect to any Plan; (g) the institution by the
PBGC of proceedings to terminate a Plan pursuant to section 4042 of ERISA, or the occurrence of any
event or condition described in section 4042 of ERISA that constitutes grounds for the termination of, or
the appointment of a trustee to administer, a Plan, (h) the Borrowers or any ERISA Affiliate incur any
liability under Title IV of ERISA (other than premiums due and not delinquent under section 4007 of
ERISA) with respect to the termination of any Plan or by application of section 4069 of ERISA; (i) the
incurrence by any Borrower or any ERISA Affiliate of any liability with respect to the “complete
withdrawal” or “partial withdrawal” (as defined under ERISA section 4203 and 4205, respectively) from
any Multiemployer Plan or notification that a Multiemployer Plan is insolvent (within the meaning of
section 4245 of ERISA) or in “endangered”, “critical” or “critical and declining” status (within the meaning
of section 432 of the Internal Revenue Code or section 305 of ERISA); or (j) a failure by any Borrower or
any ERISA Affiliate to make a required contribution to a Multiemployer Plan.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the
Loan Market Association, as in effect from time to time.
“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of
Governors, as in effect from time to time.
“Eurodollar Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Eurodollar Lending Office” on the signature pages hereof or in the Assignment and
Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending
Office), or such other office of such Lender as such Lender may from time to time specify to the Borrowers
and the Agent.
“Eurodollar Rate” means,
(a) for any Interest Period with respect to a Eurodollar Rate Advance, the rate
per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which
rate is chosen by the Agent, as published on the applicable Bloomberg screen page (or such other
commercially available source providing such quotations as may be designated by the Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period; and
(b) for any interest calculation with respect to a Base Rate Advance on any date,
the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days
prior to such date for U.S. Dollar deposits with a term of one month commencing that day; and
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provided, that (i) to the extent a comparable or successor rate is selected by the Agent in connection
herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further,
that to the extent such market practice is not administratively feasible for the Agent, such approved rate
shall be applied in a manner as otherwise reasonably determined by the Agent and (ii) in the event that the
Eurodollar Rate as determined above would otherwise be less than 0.00%, such Eurodollar Rate shall be
deemed to be 0.00%.
“Eurodollar Rate Advance” means a Term Loan Borrowing that bears interest as provided in
Section 2.05(a)(ii).
“Eurodollar Rate Reserve Percentage” for any Interest Period for a Eurodollar Rate Advance by
any Lender means the reserve percentage applicable to such Lender two Business Days before the first day
of such Interest Period under regulations issued from time to time by the Board of Governors for
determining the minimum reserve requirement (including any emergency, supplemental or other marginal
reserve requirement) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities
(or with respect to any other category of liabilities that includes deposits by reference to which the interest
rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.
“Events of Default” has the meaning specified therefor in Section 7.01.
“Excess Availability” has the meaning specified therefor in the DIP ABL Credit Agreement.
“Excluded Accounts” means payroll, trust and Tax withholding accounts funded in the ordinary
course of business.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient
or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured
by net income (however denominated and including any Taxes imposed in lieu of income Taxes), franchise
Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized
under the laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office
located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other
Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account
of such Recipient with respect to an applicable interest in any Extension of Credit or Term Commitment
pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in such Extension
of Credit or Term Commitment (other than pursuant to an assignment request by the Borrower under
Section 9.16) or (ii) in the case of a Lender, such Lender changes its Applicable Lending Office, except in
each case to the extent that, pursuant to Section 2.12, amounts with respect to such Taxes were payable
either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender
immediately before it changed its Applicable Lending Office, (c) Taxes attributable to such Recipient’s
failure to comply with Section 2.12(e) or Section 2.12(f) and (d) any U.S. federal withholding Taxes
imposed pursuant to FATCA.
“Extended Budget Period” has the meaning specified therefor in Section 6.03.
“Extensions of Credit” means the outstanding principal amount of the Term Loans.
“Extension Option” has the meaning specified therefor in Section 2.16.
“Extraordinary Expenses” means all reasonable and documented out-of-pocket costs, expenses or
advances that the Agent, the Collateral Agent or Lead Lender may incur, whether prior to or after the
occurrence and continuance of a Default or Event of Default, and whether prior to, after or during the
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pendency of the Chapter 11 Cases or any other Insolvency Proceeding of any Loan Party, including those
relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture,
preparation or advertising for sale, sale, collection, or other preservation of or realization upon any
Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against the Agent, the
Collateral Agent, any Lender, any Loan Party, any representative of creditors of a Loan Party or any other
Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of
the Collateral Agent’s Liens with respect to any Collateral), Loan Documents or Obligations, including any
lender liability or other claims; (c) the exercise, protection or enforcement of any rights or remedies of
Agent, the Collateral Agent or Lead Lender in, or the monitoring of, any Insolvency Proceeding; (d)
settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement
Action; or (f) negotiation and documentation of any modification, waiver, workout, restructuring or
forbearance with respect to any Loan Documents or Obligations. Such costs, expenses and advances
include transfer fees, taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees,
legal fees, financial advisor fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and
commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any
Loan Party or independent contractors in liquidating any Collateral (including the Liquidation Agent), and
travel expenses.
“FATCA” means sections 1471 through 1474 of the Internal Revenue Code, as of the date of this
Agreement (or any amended or successor version that is substantively comparable and not materially more
onerous to comply with), any current or future regulations or official interpretations thereof, any agreements
entered into pursuant to section 1471(b)(1) of the Internal Revenue Code and any fiscal or regulatory
legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention
among Governmental Authorities implementing such sections of the Internal Revenue Code.
“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each
day during such period to the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average of the quotations for such day on such transactions
received by the Agent from three Federal funds brokers of recognized standing reasonably selected by it;
provided, that if such rate shall be less than zero, the Federal Funds Rate shall be deemed to be zero for the
purposes of this Agreement and the other Loan Documents.
“Final ABL Financing Order” mean the Final Order (I) Authorizing the Debtors to (A) Obtain
Post-petition Financing, (B) Grant Senior Secured Priming Liens and Superpriority Administrative Expense
Claims, and (C) Utilize Cash Collateral; (II) Granting Adequate Protection to the Prepetition Secured
Parties; (III) Modifying the Automatic Stay; and (IV) Granting Related Relief (Docket No. ___, entered by
the Bankruptcy Court on November 30, 2018).
“Final Closing Date” has the meaning specified therefor in Section 4.03.
“Final Financing Order” means an order of the Bankruptcy Court, in the form and substance
satisfactory to the Agent and the Debtors, with any changes thereto that are satisfactory to the Agent in its
sole and absolute discretion, which order shall have been entered not later than December 28, 2018,
authorizing and approving the DIP Junior Facility on a final basis in form and substance satisfactory to the
Agent in its sole and absolute discretion.
“Financing Orders” means, collectively, the Interim Financing Order, Final ABL Financing Order
and the Final Financing Order.
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“Flood Documentation” means, for any Real Property, (i) evidence as to whether the applicable
Real Property is located in a Special Flood Hazard Area pursuant to a completed “life-of-loan” Federal
Emergency Management Agency standard flood hazard determination form ordered and received by Agent
(and if the flood hazard determination states that such Real Property is located in a Special Flood Hazard
Area, the applicable Loan Party’s written acknowledgment of receipt of written notification from the
Collateral Agent), (ii) in the event such Real Property is located in a Special Flood Hazard Area with respect
to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood
insurance in an amount and otherwise sufficient to comply with the applicable rules and regulations
promulgated pursuant to the Flood Insurance Laws, in form and substance reasonably acceptable to Agent,
and (iii) any other reasonable documents or information reasonably requested by any Lender (through the
Agent) to enable such Lender to comply, in the determination of the Collateral Agent, with any applicable
Flood Insurance Laws.
“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968, (ii) the
Flood Disaster Protection Act of 1973, (iii) the National Flood Insurance Reform Act of 1994, (iv) the
Flood Insurance Reform Act of 2004 and (v) the Biggert-Waters Flood Insurance Reform Act of 2012.
“Fund” means any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the
ordinary course of its business.
“GAAP” has the meaning specified therefor in Section 1.03.
“Go Forward Plan” means that certain Go Forward Plan of the Debtors attached hereto as
Schedule 6.01(q)(ii).
“Go Forward Stores” means the stores identified on Schedule 1.09.
“Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government (including any supra-national bodies such as the European Union or the European
Central Bank), any group or body charged with setting regulatory capital rules or standards (including the
Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or
similar authority to any of the foregoing) and any securities exchange and any self-regulatory organization
(including the National Association of Insurance Commissioners).
“Group Members” means, collectively, Holdings, the Borrowers and their respective Subsidiaries.
“Guarantee and Collateral Agreement” means a that certain junior Debtor-in-Possession

Guarantee and Collateral Agreement, dated as of the date hereof, by and among the entities on the signature
pages thereof and Collateral Agent.
“Hazardous Materials” means (a) petroleum and petroleum products, byproducts or breakdown
products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and
(b) any other chemicals, materials or substances designated, classified or regulated as hazardous, toxic; a
pollutant, contaminant or words of a similar import under any Environmental Law.
“Holdings” has the meaning specified therefor in the preamble hereto.
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“Indemnified Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to any
payment made by or on account of any obligation of any Loan Party under any Loan Document.
“Indemnified Party” has the meaning specified therefor in Section 9.04(b).
“Insolvency” means with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of section 4245 of ERISA.
“Insolvency Proceeding” means any case or proceeding (other than the Chapter 11 Cases)
commenced by or against a Person under any state, federal or foreign law for, or any agreement of such
Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor
relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator,
conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust
mortgage for the benefit of creditors.
“Insolvent” means pertaining to a condition of Insolvency.
“Intellectual Property” has the meaning specified therefor in the Guarantee and Collateral
Agreement.
“Interest Period” means, for each Eurodollar Rate Advance comprising part of the same Term
Loan Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the
Conversion of any Base Rate Advance into such Eurodollar Rate Advance and ending on the last day of the
period selected by the applicable Borrower pursuant to the provisions below and, thereafter, each
subsequent period commencing on the last day of the immediately preceding Interest Period and ending on
the last day of the period selected by the applicable Borrower pursuant to the provisions below. The
duration of each such Interest Period shall be two weeks or one month, as the applicable Borrower may,
upon notice received by the Agent not later than 12:00 noon on the third Business Day prior to the first day
of such Interest Period, select; provided, that:
(a) a Borrower may not select any Interest Period with respect to a Term Loan
Borrowing that ends after the Scheduled Termination Date;
(b) Interest Periods commencing on the same date for Eurodollar Rate
Advances comprising part of the same Term Loan Borrowing shall be of the same duration;
(c) whenever the last day of any Interest Period would otherwise occur on a day
other than a Business Day, the last day of such Interest Period shall be extended to occur on the next
succeeding Business Day, provided, that if such extension would cause the last day of such Interest Period
of one month or longer to occur in the next following calendar month, the last day of such Interest Period
shall occur on the next preceding Business Day; and
(d) whenever the first day of any Interest Period occurs on a day of an initial
calendar month for which there is no numerically corresponding day in the calendar month that succeeds
such initial calendar month by the number of months equal to the number of months in such Interest Period,
such Interest Period shall end on the last Business Day of such succeeding calendar month.
“Interim Financing Order” means that certain Interim Order (I) Authorizing the Debtors to (A)
Obtain Post-Petition Financing and (B) Grant Secured Priming Liens and Superpriority Administrative
Expense Claims; (II) Modifying the Automatic Stay; (III) Scheduling Final Hearing; and (IV) Granting
Related Relief (Docket No. ___), entered by the Bankruptcy Court on November 30, 2018.
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“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated and rulings issued thereunder.
“Inventory” as defined in the UCC.
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such
Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b)
a loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other
acquisition of any other debt or interest in, another Person, or (c) any Acquisition.
“Junior DIP Facility Superpriority Claims” has the meaning specified therefor in Section 2.15(a).
“Kmart” means Kmart Holding Corporation, a Delaware corporation.
“Kmart Corp.” has the meaning specified therefor in the preamble hereto.
“Lease” means any agreement, whether written or oral, no matter how styled or structured, and all
amendments, guaranties and other agreements relating thereto, pursuant to which a Loan Party is entitled
to the use or occupancy of any Real Property for any period of time.
“Lead Lender” means Cyrus Capital Partners, G.P. or any of its Affiliates in a capacity as a Lender
hereunder.
“Lenders” has the meaning specified therefor in the preamble hereto.
“Lender Advisors” has the meaning specified therefor in Section 8.02(b).
“Lender Professionals” means attorneys, accountants, appraisers (including real estate appraisers),
auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and
other professionals and experts retained by the Lead Lender, including, for the avoidance of doubt, the
Lender Advisors.
“Lien” means any lien, security interest, mortgage or other charge or encumbrance of any kind or
any other type of preferential arrangement, including the lien or retained security title of a conditional
vendor, and any easement, right of way or other encumbrance on title to real property, but excluding
consignments or bailments of goods of third parties and the interests of lessors under operating leases.
“Liquidation” means the exercise by the Agent or the Collateral Agent of those rights and remedies
accorded to the Agent and/or the Collateral Agent under the Loan Documents and applicable law as a
creditor of the Loan Parties with respect to the realization on the Collateral, including (after the occurrence
and continuation of an Event of Default) the conduct by the Loan Parties acting with the consent of the
Agent and the Collateral Agent, of any public, private or “going-out-of-business”, “store closing” or other
similar sale or any other Disposition of the Collateral for the purpose of liquidating the Collateral.
“Liquidation Agent” has the meaning specified therefor in Section 6.01(r).
“Loan Documents” means this Agreement, the Security Documents, the DIP Intercreditor
Agreement, the Agent Fee Letter, the Notes, each Financing Order, each Approved Budget, each Rolling
Budget, any other document or instrument now or hereafter designated by the Borrowers and the Agent as
a “Loan Document” and any amendment, waiver, supplement or other modification to any of the foregoing.
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“Loan Parties” means each Group Member that is a party to a Loan Document.
“Luxottica Reserve Account” has the meaning specified therefor in paragraph 66(b) of the Interim
Financing Order.
“Material Adverse Effect” means the effect of any event, condition, circumstance or contingency
that, taken alone or in conjunction with other events, conditions, circumstances or contingencies (in each
case, other than as customarily occurs as a result of events leading up to and following the commencement
of a proceeding under chapter 11 of the Bankruptcy Code and the commencement of the Chapter 11 Cases),
has or could reasonably be expected to have a material adverse effect on (a) the business, condition
(financial or otherwise), operations or assets of Holdings and its Subsidiaries taken as a whole, (b) the
ability of the Loan Parties taken as a whole to perform their obligations under the Loan Documents or (c)
the validity or enforceability of the Loan Documents or the rights and remedies of the Agent, the Collateral
Agent or the Lenders thereunder (including, but not limited to, the enforceability or priority of any Liens
granted to the Collateral Agent under the Loan Documents).
“Material Assets” means property (including, without limitation, the issuance or sale, transfer or
other disposition of any Equity Interests) with a value and/or cost, in the aggregate, in excess of $2,500,000.
“Material Documents” means all pleadings, documents, proposed forms of order, or other items
filed by the Debtors in the Chapter 11 Cases that relate to the following: (a) rejection or assumption of
material leases, (b) any plan of reorganization or liquidation, (c) any debtor-in-possession financing or use
of cash collateral that does not result in payment in full in cash of all Obligations, DIP ABL Loan
Obligations and Prepetition First Lien ABL Obligations upon consummation of such financing or use of
cash collateral, (d) any sale or other disposition of Collateral outside of the ordinary course of business or
(e) any other item that would materially and adversely affect the Credit Parties’ or Prepetition Credit Parties’
claims.
“Mortgaged Properties” means each Real Property that, upon request of the Collateral Agent, shall
be encumbered by a Mortgage pursuant to Section 6.01(i)(v).
“Mortgages” means, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt,
assignments of leases and rents, debentures, and other security documents securing the Obligations
(including amendments to any of the foregoing) executed and delivered by a Loan Party to the Collateral
Agent with respect to Mortgaged Properties (either as stand-alone documents or forming part of other
Security Documents), each in form and substance satisfactory to the Collateral Agent and the Borrowers,
in each case, as amended, supplemented or otherwise modified from time to time.
“Multiemployer Plan” means a multiemployer plan, as defined in section 4001(a)(3) of ERISA, to

which Holdings or any ERISA Affiliate is making or accruing an obligation to make contributions, or has
within any of the preceding five plan years made or accrued an obligation to make contributions or may
otherwise have any liability or obligation.
“Multiple Employer Plan” means a single employer plan, as defined in section 4001(a)(15) of
ERISA, that (a) is maintained for current and/or former employees of Holdings or any ERISA Affiliate and
at least one Person other than Holdings and the ERISA Affiliates or (b) was so maintained and in respect
of which Holdings or any ERISA Affiliate could have liability under section 4064 or 4069 of ERISA in the
event such plan has been or were to be terminated.
“Net Cash Flow” means, for any Cumulative Four-Week Period, the Borrowers’ total net cash
flow, excluding (i) proceeds from Dispositions, except for proceeds from the sale of Inventory, (ii)
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financing related items and (iii) fees and expenses of the professionals and advisors of the Debtors and the
Creditors’ Committee (as defined in the Interim Financing Order).
“Net Proceeds” means, (a) with respect to any Disposition by any Loan Party or any of its
Subsidiaries of any property (other than property disposed of pursuant to clauses (a), (b), (c), (e), or (j) of
the definition of Permitted Dispositions) or any casualty or condemnation of such property, the excess, if
any, of (i) the sum of cash and cash equivalents received in such transaction (including any cash or cash
equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or
otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Debt
(other than Debt owed to Holdings or any of its Subsidiaries, the payment of which in connection with any
Permitted Disposition or other transaction shall not, for the avoidance of doubt, be deemed to reduce the
amount of Net Proceeds for any purposes under this Agreement) that is secured by the applicable asset by
a Lien permitted hereunder which is senior to the Collateral Agent’s Lien, if any, on such asset and that is
required, and permitted under this Agreement, to be repaid (or to establish an escrow for the future
repayment thereof) in connection with such transaction, (B) the reasonable and customary out-of-pocket
expenses incurred by such Loan Party or such Subsidiary in connection with such transaction (including,
without limitation, reasonable and customary attorneys’ fees, accountants’ fees, investment banking fees,
appraisals, and brokerage, legal, title and recording or transfer Tax expenses and commissions) paid by any
Loan Party or any of its Subsidiaries to third parties (other than Affiliates), (C) transfer Taxes paid as a
result thereof and (D) amounts required to be paid by any Loan Party or any of its Subsidiaries pursuant to
the Financing Orders or other applicable order of the Bankruptcy Court in order to consummate such
transaction, (b) with respect to any loss or damage to any property or assets of any Loan Party, the excess,
if any, of (i) the sum of cash and cash equivalents received in connection with such event over (ii) cash and
cash equivalents that are applied to restoration of a property or are applied to repayment of the principal
amount of any Debt that is secured by the applicable asset by a Lien permitted hereunder which is senior
to the Collateral Agent’s Lien, if any, on such asset and that is required, and permitted under this Agreement,
to be repaid and (c) with respect to any issuance of Equity Interests of any Loan Party or capital contribution
made to any Loan Party (other than an issuance of Equity Interests to a Loan Party or a capital contribution
made by a Loan Party) or any incurrence of Debt other than Permitted Debt, the excess, if any, of (i) the
sum of cash and cash equivalents received in connection with such transaction over (ii) the underwriting
discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by such
Loan Party in connection therewith.
“Non-Consenting Lender” has the meaning specified therefor in Section 9.16.
“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such
time.
“Non-Loan Party” means each Group Member that is not a Loan Party.
“Note” means a promissory note of any Borrower payable to any Lender evidencing the Term Loan
of such Lender.
“Notice of Borrowing” has the meaning specified therefor in Section 2.02(a).
“Obligations” has the meaning set forth in the Guarantee and Collateral Agreement.
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a
present or former connection between such Recipient and the jurisdiction imposing such Tax (other than
connections arising solely from such Recipient having executed, delivered, become a party to, performed
its obligations under, received payments under, received or perfected a security interest under, engaged in
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any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any
Extension of Credit or Loan Document pursuant to an assignment request by the Borrowers under Section
9.16).
“Other Taxes” has the meaning specified therefor in Section 2.12(b).
“PACA” means the Perishable Agricultural Commodities Act of 1930, as amended.
“Participant Register” has the meaning specified therefor in Section 9.07(f).
“PASA” means the Packers and Stockyards Act of 1921, as amended.
“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)).
“PBGC” means the Pension Benefit Guaranty Corporation (or any successor).
“Pension Plan” means any “employee pension benefit plan” (as such term is defined in section
3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or
maintained by Holdings or any ERISA Affiliate or to which Holdings or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or other plan described in section
4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.
“Perfection Certificate” means a certificate dated as of the Effective Date with respect to the
Borrowers and the other Loan Parties in form reasonably satisfactory to the Collateral Agent.
“Permitted Debt” means each of the following as long as no Default or Event of Default exists at
the time of incurrence thereof or would arise from the incurrence thereof:
(a) Debt outstanding on the date of this Agreement and listed on Schedule 1.04;
(b) Debt of any Loan Party to any other Loan Party;
(c) Debt of any Group Member to any Subsidiary of Holdings which is not a
Loan Party; provided, that (i) at the time of incurrence of any such Debt and immediately after giving pro
forma effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) such
Debt is by its terms subordinated or junior in right of payment or security to the Obligations on terms
acceptable to the Agent in its reasonable discretion.
(d) the Obligations;
(e) Debt under the DIP ABL Credit Agreement as in effect on the date hereof
and subject at all times to the Financing Orders and the DIP Intercreditor Agreement;
(f) Debt in respect of performance bonds, bid bonds, appeal bonds, surety
bonds and completion guarantees and similar obligations (including, in each case, letters of credit issued to
provide such bonds, guaranties and similar obligations), in each case provided in the ordinary course of
business, including those incurred to secure health, safety and environmental obligations in the ordinary
course of business;
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(g) Debt arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;
provided, that (x) such Debt is extinguished within ten Business Days of notification to the applicable Loan
Party of its incurrence and (y) such Debt is subject to the Cash Management Order;
(h) Debt arising from agreements providing for indemnification, adjustment of

purchase price or similar obligations incurred in connection with any Specified Store Closing Sales or any
Specified Sale Transaction, in each case on terms and pursuant to documentation (including documentation
regarding subordination) acceptable to the Agent in its sole and absolute discretion; and
(i) any other Debt in an aggregate principal amount not to exceed $1,000,000
at any one time outstanding.
Notwithstanding the foregoing, and except for the Carve-Out, no Permitted Debt shall be permitted
to have an administrative expense claim status under the Bankruptcy Code senior to or pari passu with the
superpriority administrative expense claims of (i) the Credit Parties in respect of the Obligations and (ii)
the DIP ABL Credit Parties (as defined in the Final ABL Financing Order) in respect of the DIP ABL Loan
Obligations, in each case as set forth in the Financing Orders, as applicable.
“Permitted Discretion” means a determination made in good faith and in the exercise of
commercially reasonable business judgment (from the perspective of a secured lender).
“Permitted Dispositions” means any of the following, as long as, if so required pursuant to Section
2.08, as applicable, all Net Proceeds are remitted to Agent for application to the Obligations:
(a) transfers and Dispositions of Inventory in the ordinary course of business (it
being agreed and understood that bulk sales, “going-out-of-business sales,” store closing sales and similar
sales are not in the ordinary course of business);
(b) transfers and Dispositions among the Loan Parties;
(c) transfers and Dispositions by any Subsidiary of Holdings which is not a

Loan Party to any Loan Party;
(d) the sale of surplus, obsolete or worn out equipment or other property (other
than Inventory) in the ordinary course of business by the Borrowers or any Subsidiary; provided, that it is
understood and agreed that “going out of business sales”, store closing sales, bulk sales with respect to
furniture, fixtures and equipment, and, in each case, similar sales, are in not in the ordinary course of
business;
(e) transfers and Dispositions which constitute Permitted Investments that are
otherwise permitted hereunder;
(f) [reserved];
(g) the sale or Disposition of defaulted receivables and the compromise,

settlement and collection of receivables in the ordinary course of business or in bankruptcy or other
proceedings concerning the other account party thereon and not as part of an accounts receivable financing
transaction; provided that no Disposition shall be made under this clause (g) to any Permitted Holder, unless
such Disposition is made pursuant to an order of the Bankruptcy Court and consented to by the Agent (such
consent not to be unreasonably withheld);
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(h) any surrender or waiver of contract rights or the settlement, release, recovery
on or surrender of contract, tort or other claims of any kind (other than, in each case, with respect to rights
to license Intellectual Property, unless the limited license granted to the Collateral Agent in such Intellectual
Property pursuant to the Loan Documents remains in effect and is acknowledged by the licensee) to the
extent that any of the foregoing could not reasonably be expected to have a Material Adverse Effect and
provided that no such surrender, waiver, settlement, release or recovery shall be made in respect of any
contract, tort or other claim with or in respect of any Permitted Holder, unless such surrender, waiver
release, or recovery is made pursuant to an order of the Bankruptcy Court and consented to by the
Agent(such consent not to be unreasonably withheld);
(i) sales of Inventory determined by the management of the applicable Loan

Party not to be saleable in the ordinary course of business of such Loan Party or any of the Loan Parties
with such sales to be consistent with prior practices;
(j) non-exclusive licenses to Intellectual Property granted to third parties in the

ordinary course of business or in connection with a Disposition permitted under Section 6.02(i), and which
do not materially interfere with the ordinary conduct of business of the Loan Parties;
(k) dispositions in the ordinary course of business consisting of the

abandonment of Intellectual Property rights which, in the reasonable good faith determination of the
Borrowers, are no longer economically practicable to maintain or useful in the conduct of the business of
the Loan Parties;
(l) the Specified Store Closing Sales; and
(m) any Specified Sale Transaction;
“Permitted Holder” means ESL Investments, Inc. and any of its Affiliates other than a Group
Member.
“Permitted Investments” means each of the following as long as no Default or Event of Default
exists at the time of the making such of Investment or would arise from the making of such Investment:
(a) Investments existing on the date of this Agreement and listed on Schedule
1.05;
(b) (i) Investments by any Loan Party and its Subsidiaries in their respective
Subsidiaries outstanding on the date of this Agreement and described in the Perfection Certificate, (ii)
Investments by any Loan Party and its Subsidiaries in Loan Parties, and (iii) Investments by Subsidiaries
that are not Loan Parties in Holdings or any Subsidiary; provided, that in the case of clause (iii), if such
Investment is a loan it is subordinated to the Obligations on subordination terms satisfactory to the Agent
in its reasonable discretion;
(c) Investments in connection with Specified Sale Transactions and a Specified

Store Closing Sale;
(d) Investments arising out of the receipt of non-cash consideration for the sale
of assets otherwise permitted under this Agreement in an amount not to exceed $1,000,000 in the aggregate
outstanding at any time;
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(e) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to
documentation in form and substance satisfactory to Agent;
(f) to the extent not prohibited by applicable law, (i) advances to officers,
directors and employees and consultants of the Loan Parties made for travel, entertainment, relocation and
other ordinary business purposes to extent provided for in the Approved Budget, and (ii) advances to
officers, directors and employees and consultants of non-Loan Parties made for travel, entertainment,
relocation and other ordinary business purposes, provided, in the case of this clause (ii), such advances are
made by non-Loan Parties and not with the proceeds of any Investments made by any Loan Party in such
Non-Loan Party unless otherwise permitted hereunder; provided that such Investments shall not exceed
$1,000,000 in the aggregate at any one time outstanding;
(g) Investments received in connection with the bankruptcy or reorganization

of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers,
in each case in the ordinary course of business or Investments acquired by any Group Member as a result
of a foreclosure by any Loan Party with respect to any secured Investments or other transfer of title with
respect to any secured Investment in default;
(h) accounts receivable, security deposits and prepayments arising and trade
credit granted in the ordinary course of business;
(i) Guarantees by Holdings or any Subsidiary of (i) operating leases (other than
Capital Lease Obligations) in the ordinary course of business and consistent with past practice, or (ii) other
obligations that do not constitute Debt in the ordinary course of business;
(j) (i) to the extent provided for in the Approved Budget, advances in the form
of a prepayment of expenses of any Loan Party, so long as such expenses are being paid in accordance with
customary trade terms of the applicable Loan Party; and (ii) advances in the form of a prepayment of
expenses of any Non-Loan Party, so long as such expenses are being paid in accordance with customary
trade terms of the applicable Non-Loan Party; provided, that in the case of clause (ii), any such advances
are made solely with respect to non-Loan Parties and not with the proceeds of any Investments made by
any Loan Party in such Non-Loan Party; provided, further, for the avoidance of doubt, clause (ii) shall only
apply in respect of Investments of a Non-Loan Party to another Non-Loan Party; and
(k) other Investments in an amount not to exceed $1,500,000 in the aggregate

outstanding at any time; provided, that any cash returns on such Investments shall be applied to the
Obligations in accordance with Section 2.08(b).
“Permitted Liens” means:
(a) Liens for Taxes, assessments and governmental charges or levies to the
extent such Taxes, assessments or governmental charges are being contested in good faith and by proper
proceedings and as to which appropriate reserves are being maintained;
(b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,

workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business
securing obligations that are not overdue for a period of more than 30 days or that are being contested in
good faith by appropriate proceedings and as to which appropriate reserves are being maintained;
(c) Landlords’ Liens arising in the ordinary course of business securing (i) rents
not yet due and payable, (ii) rent for Stores in an amount not to exceed the monthly base rent due for the
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immediately preceding calendar month and (iii) rents for Stores in excess of the amount set forth in the
preceding clause (ii) so long as such amounts are being contested in good faith by appropriate proceedings
and as to which appropriate reserves are being maintained;
(d) any attachment or judgment lien not constituting an Event of Default under
Section 7.01(e);
(e) Liens presently existing or hereafter created in favor of the Collateral Agent,
on behalf of the Credit Parties;
(f) Liens arising by the terms of commercial letters of credit, entered into in the
ordinary course of business to secure reimbursement obligations thereunder, provided, that such Liens only
encumber the title documents and underlying goods relating to such letters of credit or cash;
(g) claims under PACA and PASA;
(h) Liens in favor of issuers of credit cards arising in the ordinary course of
business securing the obligation to pay customary fees and expenses in connection with credit card
arrangements;
(i) Liens incurred or deposits made by any Group Member in the ordinary
course of business in connection with workers’ compensation and other casualty insurance lines,
unemployment insurance and other types of social security, or to secure the performance of tenders,
statutory obligations, bids, leases, government contracts, performance and return-of-money bonds and other
similar obligations (exclusive of obligations for the payment of borrowed money);
(j) easements, rights-of-way, covenants, conditions, restrictions (including

zoning restrictions), declarations, rights of reverter, minor defects or irregularities in title and other similar
charges or encumbrances, whether or not of record, that do not, in the aggregate, interfere in any material
respect with the ordinary course of business, or in respect of any Real Property over which the Collateral
Agent have a Mortgage, any title defects, liens, charges or encumbrances (other than monetary Liens) which
the title company is prepared to endorse or insure by exclusion or affirmative endorsement reasonably
acceptable to the Agent and which is included in any Title Policy;
(k) any interest or title of a lessor or sublessor under, and Liens arising from
precautionary UCC financing statements (or equivalent filings, registrations or agreements in foreign
jurisdictions) relating to, leases and subleases permitted by this Agreement;
(l) normal and customary rights of setoff upon deposits of cash or other Liens
originating solely by virtue of any statutory or common law provision, or ordinary course contractual
obligation, relating to bankers’ liens, rights of setoff or similar rights in favor of banks or other depository
institutions;
(m) Liens existing on the Effective Date and set forth on Schedule 1.06;
(n) Liens granted to consignors who have properly perfected on consigned

Inventory owned by such consignors and created in the ordinary course of business;
(o) deposits (including retainers or other similar deposits provided to

professionals retained by any Group Member in connection with providing services in the ordinary course
of business) and other customary Liens to secure the performance of bids, trade contracts (other than for
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Debt), leases (other than Capital Lease Obligations), statutory and regulatory obligations, surety and appeal
bonds, performance and return of money bonds, bids, leases, government contracts, agreements with
utilities, and other obligations of a like nature incurred in the ordinary course of business, including those
incurred to secure health, safety and environmental obligations in the ordinary course of business;
(p) Liens that are contractual rights of set-off relating to the establishment of
depository relations with banks not given in connection with the issuance of Debt;
(q) Liens in favor of customs and revenue authorities arising as a matter of law
to secure payment of customs duties in connection with the importation of goods;
(r) the Adequate Protection Liens and the Adequate Protection Superpriority
Claims, provided, that such Liens shall be subject at all times to the Financing Orders and the DIP
Intercreditor Agreement;
(s) the Carve-Out, provided, that such Liens shall be subject at all times to the
Financing Orders and the DIP Intercreditor Agreement;
(t) Liens securing the obligations under the DIP ABL Credit Agreement;
provided, that such Liens shall be subject at all times to the Financing Orders and the DIP Intercreditor
Agreement; and
(u) non-exclusive licenses to Intellectual Property granted to third parties in the

ordinary course of business or in connection with a Disposition permitted under Section 6.02(i), and which
do not materially interfere with the ordinary conduct of business of the Loan Parties.
“Permitted Prior Liens” means valid, perfected and unavoidable liens in favor of third parties that
were in existence immediately prior to the Petition Date and permitted under the Prepetition First Lien ABL
Credit Agreement.
“Permitted Variance” means, for any Cumulative Four-Week Period, the Borrowers’ actual Net
Cash Flow for such period shall not be less than the Net Cash Flow for such period set forth in the Approved
Budget minus $42,000,000.
“Person” means an individual, partnership, corporation (including a business trust), joint stock
company, trust, unincorporated association, joint venture, limited liability company or other entity, or a
government or any political subdivision or agency thereof.
“Petition Date” has the meaning specified therefor in the recitals hereto.
“Pharmacy Receivables”: Accounts arising from the sale of prescription drugs or other Inventory
which can be dispensed only through an order of a licensed professional.
“Plan” means a Single Employer Plan or a Multiple Employer Plan.
“Prepetition” means the time period ending immediately prior to the filing of the Chapter 11 Cases.
“Prepetition 2016 Term Loan Facility” means that certain term loan facility in an aggregate
original principal amount of $750,000,000 provided under the Prepetition First Lien ABL Credit
Agreement.
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“Prepetition ABL Collateral” means the “Collateral” as defined in the Prepetition First Lien ABL
Credit Agreement including any “cash collateral” as defined in section 363 of the Bankruptcy Code.
“Prepetition ABL Documents” means the Prepetition First Lien ABL Credit Agreement, together
with all Loan Documents (as defined in the Prepetition First Lien ABL Credit Agreement), in each case, as
such has been or may be amended, restated, supplemented, waived or otherwise modified from time to time
prior to the Petition Date.
“Prepetition ABL L/C Subfacility” means that certain $1,000,000,000 letter of credit subfacility
provided under the Prepetition First Lien ABL Credit Agreement.
“Prepetition ABL Obligations” means “Obligations” as such term is defined in the Prepetition
First Lien ABL Credit Agreement.
“Prepetition Facilities” means, collectively the Prepetition 2018 FILO Facility, the Prepetition
Revolving Facility and the Prepetition 2016 Term Loan Facility.
“Prepetition 2018 FILO Facility” means that certain “first-in, last-out” facility in an original
principal amount of $125,000,000 provided under the Prepetition First Lien ABL Credit Agreement.
“Prepetition First Lien ABL Credit Agreement” means the certain Third Amended and Restated
Credit Agreement, dated as of July 21, 2015 (as amended, restated, supplemented or otherwise modified
from time to time prior to the Petition Date), by and among Holdings, the Borrowers, the banks, financial
institutions and other institutional lenders from time to time party thereto (collectively, the “Prepetition
ABL Lenders”), the Issuing Lenders (as defined therein) from time to time party thereto (the “Prepetition
Issuing Lenders”), and Bank of America, as administrative agent (in such capacity, the “Prepetition ABL
Agent”), as a co-collateral agent, and a swingline lender, Wells Fargo Bank, National Association, as a co-
collateral agent (together with Bank of America in such capacity, the “Prepetition Co-Collateral Agents”
and together with the Prepetition ABL Lenders, the Prepetition Administrative Agent, and the Prepetition
Issuing Lenders, the “Prepetition Credit Parties”), and the other parties from time to time party thereto.
“Prepetition First Lien ABL Facilities” means Prepetition First Lien ABL Credit Agreement,
Prepetition 2016 Term Loan Facility, Prepetition Revolving Facility, and Prepetition ABL L/C Subfacility.
“Prepetition First Lien ABL Liens” means for the benefit of each Prepetition Co-Collateral Agent
and all of the other Prepetition ABL Credit Parties, a first priority security interest in and continuing lien
on all of the collateral identified in the Prepetition ABL Documents.
“Prepetition L/C Obligations” means “L/C Obligations” as such term is defined in the Prepetition
First Lien ABL Credit Agreement.
“Prepetition Loan Documents” means “Loan Documents” as such term is defined in the
Prepetition First Lien ABL Credit Agreement.
“Prepetition Revolving Facility” means that certain $1,500,000,000 asset-based revolving credit
facility provided under the Prepetition First Lien ABL Credit Agreement.
“Prepetition Second Lien Prepetition ABL Liens” means, for the benefit of the prepetition second
lien collateral agent, and all other prepetition second lien credit parties, a first priority security interest in
and continuing lien on all of the collateral identified in the Prepetition Second Lien Facilities.
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“Prepetition Second Lien Cash Notes Indenture” means that certain Indenture, dated as of October
12, 2010 (as amended, supplemented or otherwise modified from time to time), by and among Holdings,
certain guarantors from time to time party thereto, and Wilmington Trust, National Association, as
successor trustee and collateral agent thereunder.
“Prepetition Second Lien Credit Agreement” means that certain Second Lien Credit Agreement,
dated as of September 1, 2016 (as amended, supplemented or otherwise modified from time to time) by and
among Holdings, the Borrowers, as borrowers, and the lenders from time to time party thereto.
“Prepetition Second Lien Facilities” means the Prepetition Second Lien Credit Agreement, the
Prepetition Second Lien Cash Notes Indenture, and the Prepetition Second Lien PIK Notes Indenture.
“Prepetition Second Lien PIK Notes Indenture” means that certain Indenture, dated as of March
20, 2018 (as amended, supplemented or otherwise modified from time to time) by and among Holdings,
certain guarantors from time to time party thereto, and Computershare Trust Company, N.A., as trustee
thereunder.
“Prepetition Second Lien Secured Parties” means the secured parties under the Prepetition
Second Lien Facilities.
“Prepetition Stand-Alone L/C Facility” shall mean that certain Letter of Credit and
Reimbursement Agreement, dated as of December 28, 2016 (as amended, restated, supplemented or
otherwise modified from time to time prior to the Petition Date), by and among Holdings, the Borrowers,
as borrowers, JPP, LLC, JPP II, LLC, Crescent 1, L.P., Canary SC Fund, L.P., CYR Fund, L.P., CMH VI,
L.P., and Cyrus Heartland, L.P., as L/C lenders (the “Prepetition L/C Lenders”), and Citibank, N.A., as
administrative agent and as issuing bank (in such capacity, the “Prepetition LC Facility Administrative
Agent” and together with the Prepetition L/C Lenders, the “Prepetition L/C Facility Credit Parties”).
“Prepetition Unencumbered Assets” has the meaning specified therefor in Section 2.15(b).
“Prepetition Unencumbered Assets Proceeds Account” means a Prepetition Unencumbered

Assets Proceeds Account (as such term is defined in the DIP ABL Credit Agreement).
“Prior Week” means, as of any date of determination, the immediately preceding week ended on
a Saturday and commencing on the prior Sunday.
“Pro Rata Share” means, as to any Lender as of any date of determination, a percentage equal to
(i) the sum of such Lender’s Term Commitment and such Lender’s share of the outstanding principal
amount of the Term Loan divided by (ii) the sum of the aggregate outstanding principal amount of the Term
Loan and the aggregate amount of the Lenders’ Term Commitments as of such date.
“Public Lender” has the meaning specified therefor in Section 9.02(d).
“Qualified Bid” has the meaning specified therefor in Schedule 6.01(q)(ii).
“Recipient” means the Agent, the Collateral Agent, any Lender, or any other recipient of any
payment to be made by or on account of any obligation of any Loan Party hereunder.
“Real Property” means, collectively, all right, title and interest (including any leasehold estate) in
and to any and all parcels of or interests in real property owned in fee simple or leased by any Loan Party,
whether by lease, license or other means, together with, in each case, all easements, hereditaments and
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appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, incidental to the
ownership, lease or operation thereof.
“Register” has the meaning specified therefor in Section 9.07(e).
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents, trustees, attorneys and advisors of such Person and of such Person’s
Affiliates.
“Remedies Notice Period” has the meaning specified therefor in paragraph [33(b)] of the Final
Financing Order.
“Reportable Event” means any of the events set forth in section 4043(c) of ERISA, other than
those events as to which the thirty day notice period is waived under
subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.
“Required Lenders” means, at any time, the holders of more than 50% of the sum of the aggregate
Term Commitments then in effect and the principal amount of the Term Loan then outstanding; provided,
that the Extensions of Credit of any Defaulting Lender shall be disregarded in determining Required
Lenders at any time.
“Requirements of Law” means as to any Person, the Certificate of Incorporation and By-Laws or
other organizational or governing documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or
binding upon such Person or any of its property or to which such Person or any of its property is subject.
“Restricted Payment” means any (a) dividend or other distribution (whether in cash, securities or
other property) with respect to any Equity Interests in Holdings or any Subsidiary of Holdings, (b) any
payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity
Interests in Holdings or any Subsidiary of Holdings or (c) any option, warrant or other right to acquire any
such Equity Interests in Holdings or any Subsidiary of Holdings.
“Rolling Budget” means a 13-week cash flow forecast delivered pursuant to Section 6.03 which is
approved by the Agent in its reasonable discretion.
“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or

enforced from time to time by (a) the U.S. government, including those administered by the Office of
Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the
United Nations Security Council, the European Union, any European Union Member State, Her Majesty’s
Treasury of the United Kingdom, or any jurisdiction where any Group Member operates.
“Sanctioned Country” means at any time, a country or territory which is itself the subject or target
of any Sanctions (at the time of this Agreement, the Crimea of Ukraine, Cuba, Iran, North Korea and Syria).
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of
sanctioned Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the
Treasury or the U.S. Department of State, or by the United Nations Security Council, the European Union,
any European Union Member State, Her Majesty’s Treasury of the United Kingdom, or by any jurisdiction
where any Group Member operates; (b) any Person located, organized or resident in a Sanctioned Country;
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or (c) any Person directly or indirectly owned fifty percent or more or otherwise controlled by any such
Person or Persons described in the foregoing clauses (a) and (b).
“Scheduled Termination Date” has the meaning specified therefor in the definition of
“Termination Date.”
“Sears” means Sears, Roebuck and Co., a New York corporation.
“Sears Holdings Pension Plan” means collective reference to the Sears Holdings Pension Plan 1,
as amended and restated effective January 1, 2014, and the Sears Holdings Pension Plan 2, as amended and
restated effective December 1, 2016.
“SEC” means the United States Securities and Exchange Commission.
“Security Documents” means the collective reference to the Guarantee and Collateral Agreement,
each of the Mortgages, any short-form intellectual property security agreement entered into in connection
with the Guarantee and Collateral Agreement, the Financing Orders and all other documents hereafter
delivered to the Collateral Agent purporting to grant or granting a Lien on any property of any Person to
secure the obligations and liabilities of any Loan Party under any Loan Document.
“Senior Permitted Liens” means all Permitted Prior Liens, Permitted Liens to the extent such liens
are required to be senior pursuant to applicable law, and Permitted Liens described in clauses (j) and (t) in
the definition thereof.
“Significant Holder” means (i) any “person” or “group” (as such terms are used in sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person
or its Subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan), which is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Securities Exchange Act of 1934) of 10% or more of the equity securities of Holdings entitled to vote
for members of the Board of Directors of Holdings on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any option right), and (ii) any
Affiliate of any such Person described in clause (i) above.
“Single Employer Plan” means a single employer plan, as defined in section 4001(a)(15) of
ERISA, that (a) is maintained for current and/or former employees of any Borrower or any ERISA Affiliate
and no Person other than such Borrower and the ERISA Affiliates or (b) was so maintained and in respect
of which any Borrower or any ERISA Affiliate could have liability under section 4069 of ERISA in the
event such plan has been or were to be terminated.
“Special Flood Hazard Area” has the meaning specified therefor in Section 6.01(c)(vi).
“Specified Collateral” has the meaning specified therefor in Section 2.15(d).
“Specified Full-Chain Liquidation” means a liquidation on an equity basis (or, if approved by the
Agent in its sole and absolute discretion, on a fee basis) of the entire chain of Stores (or the entire chain of
Stores remaining after completion of, or not contemplated to be included in, the Specified Going Concern
Sale) of the Debtors and all of the assets relating thereto under section 363 of the Bankruptcy Code. The
Specified Full-Chain Liquidation shall be conducted pursuant to bidding procedures, sales procedures,
approval orders, purchase agreements, agency documents or other agreements, documents or instruments,
as applicable, in form and substance and on terms satisfactory to the Agent in its sole and absolute discretion
(or, with respect to price, satisfactory to the Agent in its reasonable discretion).
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“Specified Going Concern Sale” means a sale, in one or a series of related transactions, of all or
substantially all of (or, if approved in writing by the Agent, certain of) the assets of the Debtors as a going
concern under section 363 of the Bankruptcy Code in accordance with the section of the Go Forward Plan
entitled “Go forward Stores Sale Process.” The Specified Going Concern Sale shall be conducted pursuant
to bidding procedures, sales procedures, approval orders, purchase agreements, agency documents or other
agreements, documents or instruments, as applicable, in form and substance and on terms satisfactory to
the Agent in its sole and absolute discretion (or, with respect to price, satisfactory to the Agent in its
reasonable discretion); provided, for purposes of this definition, “price” shall not be deemed reasonably
satisfactory if the Specified Going Concern Sale will not result, individually or in the aggregate, in Net
Proceeds to satisfy in full, in cash, all Obligations and all obligations under the DIP ABL Credit Agreement
(after taking into account the funding in full of the Winddown Account with the proceeds of any Prepetition
Unencumbered Assets included in such sale).
“Specified IP Sale” means a sale, in one or a series of related transactions, of all of the Intellectual
Property of the Debtors under section 363 of the Bankruptcy Code to the extent such assets are not otherwise
included in any Specified Going Concern Sale or Specified Full-Chain Liquidation required to be
consummated pursuant to the Go Forward Plan. The Specified IP Sale shall be conducted pursuant to
bidding procedures, sales procedures, approval orders, purchase agreements, agency documents or other
agreements, documents or instruments, as applicable, in form and substance and on terms satisfactory to
the Agent in its sole and absolute discretion (or, with respect to price, satisfactory to the Agent in its
reasonable discretion).
“Specified Other Assets Sale” means the sale of any or all remaining assets of the Debtors under
section 363 of the Bankruptcy Code (including mortgaged Real Property interests and leasehold Real
Property interests) to the extent such assets are not otherwise included in any Specified Going Concern Sale
or Specified Full-Chain Liquidation required to be consummated pursuant to the Go Forward Plan. The
Specified Other Assets Sale shall be conducted pursuant to bidding procedures, sales procedures, approval
orders, purchase agreements, agency documents or other agreements, documents or instruments, as
applicable, in form and substance and on terms satisfactory to the Agent in its sole and absolute discretion
(or, with respect to price, satisfactory to the Agent in its reasonable discretion).
“Specified Sale Transaction” means any or all of a Specified Going Concern Sale, a Specified
Full-Chain Liquidation, a Specified IP Sale, or a Specified Other Assets Sale.
“Specified Store Closing Sale” means (a) certain store closures listed on Schedule 1.07 in
accordance with the Initial Store Rationalization described in the Go Forward Plan and (b) certain store
closures listed on Schedule 1.08 in accordance with the Secondary Store Rationalization described in the
Go Forward Plan and (c) the closure of any additional Stores approved in writing by the Collateral Agent
in its discretion (subject to the performance of a desktop appraisal in form and substance acceptable to the
Collateral Agent); provided that the liquidation of assets pursuant to the foregoing clause (c) shall be
conducted by the Liquidation Agent pursuant to a liquidation agreement approved by the Agent (including
with respect to any augmentation arrangements) and all other relevant documents executed in connection
therewith, each, as applicable, to be in form and substance and on terms satisfactory to the Agent in its sole
and absolute discretion (or, with respect to price, satisfactory to the Agent in its reasonable discretion).
“Specified Subsidiaries” mean SRC Sparrow 1 LLC, a Delaware limited liability company, SRC
Sparrow 2 LLC, a Delaware limited liability company, SRC O.P. LLC, a Delaware limited liability
company, SRC Facilities LLC, a Delaware limited liability company, SRC Real Estate (TX) LLC, a
Delaware limited liability company, and KCD IP, LLC, a Delaware limited liability company.
“SRAC” has the meaning specified therefor in the preamble hereto.

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“Store” means any store owned or leased and operated by any Loan Party.
“Store Footprint Plan” means, collectively, Schedule 1.07, Schedule 1.08 and Schedule 1.09.
“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited
liability company, association or other business entity (a) of which a majority of the shares of Voting Stock
is at the time beneficially owned by such Person, (b) over which such Person has the ability to direct the
management, or (c) whose financial results are consolidated into the financial statements of such Person.
Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a
Subsidiary or Subsidiaries of the Borrower.
“Subsidiary Guarantor” means each direct or indirect wholly owned Domestic Subsidiaries of
Holdings that have commenced Chapter 11 Cases, except for Specified Subsidiaries.
“Survey” has the meaning specified therefor in Section 6.01(i)(v)(3)(B).
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or
forward bond or forward bond price or forward bond index transactions, interest rate options, forward
foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options to enter into any of the
foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b)
any and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement.
“Swap Obligations” means with respect to any Loan Party any obligation to pay or perform under
any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the
Commodity Exchange Act.
“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into
account the effect of any legally enforceable netting agreement relating to such Swap Contracts, the
termination value thereof.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto.
“Term Commitment” “means, as to any Lender, the obligation of such Lender to make Term Loans
in an aggregate principal amount up to (a) the amount set forth opposite such Lender’s name on Schedule
1.01 or (b) if such Lender has entered into any Assignment and Acceptance, the amount set forth for such
Lender in the Register maintained by the Agent pursuant to Section 9.07(d), as such amount may be reduced
pursuant to Section 2.06.
“Term Lenders” means, collectively, any Persons party hereto as a Term Lender (whether by a
signature page hereto or by a joinder agreement hereto), and each Person that shall become a party hereto
as a Term Lender pursuant to Section 9.07.
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“Term Loan” means, collectively, (i) the term loans made by the Term Lenders pursuant to Section
2.01(a) and (ii) as used in the definitions of “Required Lenders”, the sum of (x) the term loans of all the
Term Lenders.
“Term Loan Borrowing” means a borrowing consisting of simultaneous Term Loans of the same
Type made by each of the applicable Lenders pursuant to Section 2.01.
“Term Loan Collateral Account” has the meaning specified in Section 6.01(n)(C).
“Term Loan Margin” means (a) with respect to any outstanding portion of the Term Loan that is
a Eurodollar Rate Advance, 10.00% per annum, and (b) with respect to any outstanding portion of the Term
Loan that is a Base Rate Advance, 9.00% per annum.
“Termination Date” means the earliest of (a) eight (8) months after the date of this Agreement
(such date, the “Scheduled Termination Date”), (b) twelve (12) months after the date of this Agreement if
the Borrowers shall exercise the Extension Option, and (c) the Termination Date (as defined in the DIP
ABL Facility) under the DIP ABL Facility.
“Third Party Payor Notification” has the meaning specified in Section 6.01(m)(iii).
“Third Party Payors” means any private health insurance company that is obligated to reimburse
or otherwise make payments to pharmacies which sell prescription drugs to eligible patients under any
insurance contract with such private health insurer.
“Title Insurer” has the meaning specified therefor in Section 6.01(i)(v)(3)(A).
“Title Policy” has the meaning specified therefor in Section 6.01(i)(v)(3)(A).
“Total Extensions of Credit” means at any time, the aggregate amount of the Extensions of Credit
of the Lenders outstanding at such time.
“Trading With the Enemy Act” means 50 U.S.C. § 1 et seq., as amended.
“Type” means either a Base Rate Advance or a Eurodollar Rate Advance.
“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New
York, provided, that if a term is defined in Article 9 of the Uniform Commercial Code differently than in
another Article thereof, the term shall have the meaning set forth in Article 9 thereof; provided, further,
that, if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection,
of a security interest in any Collateral or the availability of any remedy hereunder is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial
Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the
provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such
remedy, as the case may be.
“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under section
4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with
the assumptions used for funding the Pension Plan pursuant to section 412 of the Internal Revenue Code
for the applicable plan year.
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“Utility Deposit Adequate Assurance Accounts” mean collectively, the deposit accounts of any
Loan Party and any cash deposited therein solely to the extent such cash is deposited for the benefit of
certain utilities pursuant to and consistent with that certain Order (I) Approving Debtors’ Proposed Form
of Adequate Assurance of Payment to Utility Providers, (II) Establishing Procedures For Determining
Adequate Assurance of Payment For Future Utility Services, and (III) Prohibiting Utility Providers From
Altering, Refusing, or Discounting Utility Service (Docket No. 461).
“Voting Stock” means capital stock issued by a corporation, or equivalent interests in any other
Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election
of directors (or persons performing similar functions) of such Person, even if the right so to vote has been
suspended by the happening of such a contingency.
“Weekly Flash Reporting Package” means reports detailing operating and financial performance,
which shall include cash flow performance compared to the Approved Budget for the Prior Week together
with accompanying schedules supporting line items included in the weekly cash flow results (such as
rollforward of inventory sales and receipts, rollforward of merchandise and other payables of each Loan
Party as of the end of the Prior Week, in each case, in reasonable detail).
“Winddown Account” means a deposit account at Bank of America that, prior to the discharge in
full of all Obligations under the Junior DIP Facility, may only be used to pay winddown costs of the Loan
Parties at the discretion of the Borrowers following entry of the Final Financing Order.
“Winddown Account Funding Condition” the aggregate amount of cash deposited into the
Winddown Account, which amount shall be equal to $240,000,000.
“Write-Down and Conversion Powers” means the write-down and conversion powers of the
applicable EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable
EEA Member Country, which powers are described in the EU Bail-In Legislation Schedule.
Section 1.02 Computation of Time Periods. In this Agreement, unless otherwise

specified, (i) in the computation of periods of time from a specified date to a later specified date, the word
“from” means “from and including” and the words “to” and “until” each mean “to but excluding” (ii)
“including” means “including without limitation”; and (iii) any reference to a time of day means Eastern
time.
Section 1.03 Accounting Terms. All accounting terms not specifically defined herein
or in the other Loan Documents shall be construed in accordance with U.S. generally accepted accounting
principles (“GAAP”) which shall be consistently applied. If at any time any change in U.S. generally
accepted accounting principles would affect the computation of any financial ratio or requirement set
forth herein, and either the Borrowers or the Required Lenders shall so request, the Agent, the Lenders
and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders
which shall not be unreasonably withheld), provided, that until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change in principles, and (ii) the
Borrowers shall provide to the Agent and the Lenders financial statements and other documents required
under this Agreement or as reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
For the avoidance of doubt, no retroactive change in GAAP shall apply to the construction of accounting
terms under this Agreement in the absence of an amendment hereto in accordance with the terms of this
Section 1.03.
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Section 1.04 Other Interpretive Provisions. With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other Loan Document, the
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or
other document shall be construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any
reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the
words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and not to any particular
provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document
in which such references appear, (v) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such law and any reference to any law or
regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.
ARTICLE II
AMOUNTS AND TERMS OF THE TERM LOANS
Section 2.01 Term Loan Commitments.
(a) Each Lender, severally and not jointly, agrees:
(i) Subject to the terms and conditions set forth herein

(including, without limitation the conditions required under Section 4.01 and Section 4.02),
to make Term Loans in an aggregate principal amount not to exceed $250,000,000
(“Interim DIP Loan Amount”), which shall be funded by the Lenders in three draws (each
an “Interim DIP Loan” and collectively the “Interim DIP Loans”) on or after the Effective
Date and prior to the Final Closing Date in the following amounts and in the following
order: (x) first, an Interim DIP Loan in an aggregate principal amount of up to $75,000,000,
(y) second, an Interim DIP Loan in an aggregate principal amount of up to $75,000,000
and (z) third, an Interim DIP Loan in an aggregate principal amount of up to $100,000,000;
provided, that with respect to clauses (y) and (z) above, such Interim DIP Loans shall only
be made available on the dates when Excess Availability is less than $50,000,000;
provided, however, that any portion of the Term Commitments not used prior to the Final
Closing Date shall be available for draws after the Final Closing Date (the “Carryover
Term Commitments”); and
(ii) Subject to the terms and conditions set forth herein

(including, without limitation the conditions required under Section 4.01 and Section 4.02
and Section 4.03), to make Term Loans in an aggregate principal amount not to exceed
$100,000,000 plus the Carryover Term Commitments, which shall be funded by the
Lenders in multiple draws, (each a “Subsequent DIP Loan” and collectively the
“Subsequent DIP Loans”) on or after the Final Closing Date, but in no event shall any
such Subsequent DIP Loan be in an aggregate principal amount of lesser of (x)
$50,000,000 and (y) the remaining Term Commitments; provided, that each Subsequent
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DIP Loan shall only be made available on the dates when the sum of Excess Availability
and the aggregate amount of cash available to the Loan Parties is less than $50,000,000.
(b) The Interim DIP Loans and the Subsequent DIP Loans shall constitute a
single class of Loans for all Purposes of this Agreement and the other Loan Documents. Term Loans that
are repaid or prepaid may not be re-borrowed. For the avoidance of doubt, it is understood and agreed that
proceeds of all funded Term Loans shall be placed into the Term Loan Collateral Account.
Section 2.02 Making the Term Loans.
(a) Each Term Loan Borrowing under Section 2.01 shall be made on notice,
given not later than (x) 12:00 noon on the third Business Day prior to the date of the proposed Term Loan
Borrowing in the case of a Term Loan Borrowing consisting of Eurodollar Rate Advances or (y) 1:00 p.m.
on the second Business Day prior to the date of the proposed Term Loan Borrowing in the case of a Term
Loan Borrowing consisting of Base Rate Advances, by the applicable Borrower to the Agent, which shall
give to each Lender prompt notice thereof by email attachment or telecopier. Each such notice of a Term
Loan Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, by
email attachment or by telecopier, in substantially the form of Exhibit A hereto, specifying therein the
requested (i) date of such Term Loan Borrowing, (ii) Type of Term Loans comprising such Term Loan
Borrowing, (iii) aggregate amount of such Term Loan Borrowing, and (iv) in the case of a Term Loan
Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Term Loan
Borrowing. Each Notice of Borrowing shall be irrevocable and binding on the applicable Borrower. Each
Term Lender shall, before 2:00 p.m. on the date of such Term Loan Borrowing make available for the
account of its Applicable Lending Office to the Agent, in same day funds, such Term Lender’s ratable (in
accordance with its Term Commitment) portion of such Term Loan Borrowing. After the Agent’s receipt
of such funds and upon fulfillment of the applicable conditions set forth in Article IV, the Agent will make
such funds available to the Borrower requesting such Term Loan Borrowing at the Agent’s address for
Term Loan Borrowings referred to in Section 9.02.
(b) Anything in subsection (a) above to the contrary notwithstanding, (i) a

Borrower may not select Eurodollar Rate Advances for any Term Loan Borrowing if the obligation of the
Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.06 or 2.10 and
(ii) the Eurodollar Rate Advances may not be outstanding as part of more than six (6) separate Term Loan
Borrowings.
(c) Unless the Agent shall have received notice from a Lender prior to the time
of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of
such Term Loan Borrowing, the Agent may assume that such Lender has made such portion available to
the Agent on the date of such Term Loan Borrowing in accordance with subsection (a) of this Section 2.02
and the Agent may, in reliance upon such assumption, make available to the applicable Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable
portion available to the Agent, such Lender and the applicable Borrower severally agree to repay to the
Agent forthwith on demand such corresponding amount together with interest thereon, for each day from
the date such amount is made available to such Borrower until the date such amount is repaid to the Agent,
at (i) in the case of such Borrower, the interest rate applicable at the time to the Term Loans comprising
such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to
the Agent such corresponding amount, such amount so repaid shall be made available to the applicable
Borrower and shall constitute such Lender’s Term Loans as part of such Borrowing for purposes of this
Agreement.
Section 2.03 Commitment Fee; Other Fees.

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(a) Closing Fee. The Borrowers jointly and severally agree to pay to the Agent
for the account of each Lender a closing fee equal to 3.00% (i) due and payable with respect to the
$250,000,000 aggregate principal amount of the Interim DIP Loan Amount (whether or not all or any
portion Interim DIP Loan Amount is funded on the Effective Date) on the Effective Date, and (ii) due and
payable with respect to the $100,000,000 aggregate principal amount of Subsequent DIP Loans, in each
case, on the date of the borrowing thereof; provided that, in any event (but without duplication), such fee
shall be paid in respect of the aggregate principal amount of unused Term Commitments upon the earliest
to occur of (x) December 31, 2018 and (y) the Final Closing Date.
(b) Commitment Fee. The Borrowers jointly and severally agree to pay to the
Agent for the account of each Lender a commitment fee on the average daily amount of the available Term
Commitment of such Lender during the period for which payment is made at a rate per annum equal to
0.75%, payable in arrears monthly on the 5th day subsequent to the last day of each month and on the
Termination Date; provided that, with respect to the period from and including the Effective Date to and
including November 30, 2018, the commitment fee for such period shall be payable on January 5, 2019.
(c) Extension Fee. Subject to the Borrower’s valid election of the Extension
Option, the Borrowers jointly and severally agree to pay to the Agent for the account of each Lender that
is a Lender on the Scheduled Termination Date an extension fee equal to 1.25% of the aggregate principal
amount of such Lender’s then outstanding Term Loans, which fee shall be earned on the first day after the
Scheduled Termination Date but shall be due and payable on the Termination Date.
(d) Agent’s Fee; Other Fees. (i) Holdings and the Borrowers jointly and
severally agree to pay to the Agent the fees set forth in the Agent Fee Letter in the amounts and at the times
specified therein and (ii) the Borrowers jointly and severally agree to pay to the Agent, for its own account,
a monitoring fee of $175,000, due and payable in advance on the Effective Date, which monitoring fee shall
be fully earned and due and payable in advance on the Effective Date.
(e) The fees described in this Section 2.03 shall be fully earned on the Effective
Date, shall be due and payable on the dates described herein, and will not be refundable under any
circumstances. All fees payable hereunder will be paid in immediately available funds and shall not be
subject to reduction by way of setoff or counterclaim. All or any portion of the fees received by the Agent
or any Lender hereunder may be allocated to, or shared among, any of their respective Affiliates.
Section 2.04 Repayment of Extensions of Credit. Notwithstanding the provisions of

section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Financing Orders,
upon the Termination Date (whether by acceleration or otherwise), (i) each Borrower shall repay to the
Agent, for the ratable account of the Lenders on the Termination Date, the aggregate principal amount
then outstanding of the Total Extensions of Credit made to it by the Lenders and (ii) the Agent, the
Collateral Agent and the Lenders shall be entitled to immediate payment of all Obligations and, subject to
the Remedies Notice Period, as applicable, to enforce the remedies provided for under this Agreement
and the other Loan Documents or under applicable law, in each case, without further notice, motion or
application to, hearing before, or order from, the Bankruptcy Court.
Section 2.05 Interest.
(a) Term Loan. Each Borrower shall pay interest on the unpaid principal
amount of the Term Loan made to it and owing to each Term Lender from the Effective Date until such
principal amount shall be paid in full, at the following rates per annum:
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(i) Base Rate Advances. During such periods as any

outstanding portion of the Term Loan is a Base Rate Advance, each such Term Loan
Borrowing shall earn interest at a rate per annum equal at all times to the sum of (x) the
Base Rate in effect from time to time, plus (y) the Term Loan Margin for Base Rate
Advances, payable in arrears monthly on the 5th day subsequent to the last day of each
month during such periods and on the date such Base Rate Advance shall be Converted or
paid in full; provided that, with respect to the period from and including the Effective Date
to and including November 30, 2018, the interest for such period shall be payable on
January 5, 2019.
(ii) Eurodollar Rate Advances. During such periods as any

outstanding portion of the Term Loan is a Eurodollar Rate Advance, each such Term Loan
Borrowing shall earn interest at a rate per annum equal at all times during each Interest
Period for such Eurodollar Rate Advance to the greater of (A) 1.00% or (B) the Eurodollar
Rate for such Interest Period for such outstanding portion of the Term Loan plus, in either
case, the Term Loan Margin for Eurodollar Rate Advances, payable in arrears on the last
day of such Interest Period and, if such Interest Period has a duration of more than one
month, on each day that occurs during such Interest Period every month from the first day
of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted
or paid in full.
(b) Default Interest. Upon the occurrence and during the continuance of an
Event of Default, and notwithstanding the Automatic Stay, the Borrowers shall automatically pay interest
on the unpaid principal amount of the Term Loan, payable in arrears on the dates referred to in Section
2.05(a)(i) or Section 2.05(a)(ii), as applicable, (or, if earlier, at the time payment thereof is demanded by
the Agent), at a rate per annum equal to 2% per annum above the rate per annum required to be paid on
such Term Loan pursuant to Section 2.05(a)(i) or Section 2.05(a)(ii), as applicable. Further, the Borrowers
shall pay interest, to the fullest extent permitted by law, on the amount of any interest, fee or other amount
(other than principal) payable hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and
on demand, at a rate per annum equal to 2% per annum above the rate per annum required to be paid on
Base Rate Advances pursuant to Section 2.05(a)(i).
(c) Regulation D Compensation. Each Lender that is subject to reserve

requirements of the Board of Governors may require the Borrowers to pay, contemporaneously with each
payment of interest on the Eurodollar Rate Advances, additional interest on the related Eurodollar Rate
Advances of such Lender at the rate per annum equal to the excess of (i) (A) the applicable Eurodollar Rate
divided by (B) one minus the Eurodollar Rate Reserve Percentage over (ii) the applicable Eurodollar Rate.
Any Lender wishing to require payment of such additional interest (x) shall so notify the Agent and the
Borrowers, in which case such additional interest on the Eurodollar Rate Advances of such Lender shall be
payable to such Lender at the place indicated in such notice with respect to each Interest Period commencing
at least five Business Days after the giving of such notice and (y) shall notify the Agent and the Borrowers
at least five Business Days prior to each date on which interest is payable on the amount then due it under
this Section. Each such notification shall be accompanied by such information as the Borrowers may
reasonably request.
Section 2.06 Interest Rate Determination.
(a) If, with respect to any Eurodollar Rate Advances,
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(i) the Agent determines (which determination shall be

conclusive and binding absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for such proposed Eurodollar Rate Advance for
the applicable Interest Period; or
(ii) the Required Lenders notify the Agent prior to the

commencement of any Interest Period for a proposed Eurodollar Rate Advance that the
Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not
adequately reflect the cost to such Required Lenders of making, funding or maintaining
their respective Eurodollar Rate Advances for such Interest Period, then
the Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (x) each Eurodollar Rate
Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base
Rate Advance, and (y) the obligation of the Lenders to make, or to Convert Term Loans into, Eurodollar
Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Lenders that the
circumstances causing such suspension no longer exist.
(b) If any Borrower shall fail to select the duration of any Interest Period for
any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest
Period” in Section 1.01, such Eurodollar Rate Advances will automatically, on the last day of the then
existing Interest Period therefor, Convert into Base Rate Advances.
Section 2.07 Optional Conversion of Term Loan Borrowings. The Borrowers may on
any Business Day, upon notice given to the Agent not later than 12:00 noon on the third Business Day
prior to the date of the proposed Conversion and subject to the provisions of Sections 2.06 and 2.10,
Convert any Term Loan Borrowing, of one Type into a Term Loan Borrowing, of the other Type;
provided, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only
on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate
Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount
specified in Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified
above, specify (i) the date of such Conversion, (ii) Term Loan Borrowings to be Converted, and (iii) if
such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such
Term Loan Borrowing. Each notice of Conversion shall be irrevocable and binding on the applicable
Borrower.
Section 2.08 Optional and Mandatory Prepayments of Term Loan.
(a) Any Borrower may, without penalty or premium and upon notice given not
later than 12:00 noon two (2) Business Days prior to the date of such prepayment (or, in the case of a Base
Rate Advance, one Business Day prior to the date of such prepayment) to the Agent stating the proposed
date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall,
prepay the outstanding principal amount of the Term Loans comprising part of the same Term Loan
Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the
principal amount prepaid; provided, that (x) each partial prepayment shall be in an aggregate principal
amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any
such prepayment of a Eurodollar Rate Advance, the applicable Borrower shall be obligated to reimburse
the Lenders in respect thereof pursuant to Section 9.04(c).
(b) Subject to the Financing Orders and the DIP Intercreditor Agreement, the
Borrowers shall repay the Term Loans in an amount equal to (i) any Net Proceeds subject to Sections 6.01
(n) and (ii) any Net Proceeds of insurance paid on account of any loss or damage of any property or assets
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of any Loan Party; provided, that 100% of the Net Proceeds of insurance paid on account of any loss or
damage of any Prepetition Unencumbered Assets shall be applied in accordance with Sections 6.01 (m) and
(n).
(c) Subject to the Financing Orders and the DIP Intercreditor Agreement, the
Borrowers shall prepay the Term Loans in accordance with the provisions of Section 6.01(m) hereof;
provided that upon acceleration of the Obligations or the commencement of a Liquidation, all proceeds of
Collateral shall be applied to the Obligations in accordance with Section 7.03.
(d) The Borrowers shall deliver to the Agent, in connection with each
prepayment required under Section 2.08(b) or Section 2.08(d), a certificate signed by an Authorized Officer
of the Borrowers setting forth in reasonable detail the calculation of the amount of such prepayment.
Section 2.09 Increased Costs.
(a) If, due to a Change in Law, there shall be any increase in the cost to any Lender
of agreeing to make or making, funding or maintaining Eurodollar Rate Advances (excluding for purposes
of this Section 2.09 any such increased costs resulting from (i) Indemnified Taxes or Other Taxes (as to
which Section 2.12 shall govern) and (ii) changes in the basis of taxation of overall net income or overall
gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender
is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers
shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to
the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such
increased cost; provided, that a Lender claiming additional amounts under this Section 2.09(a) agrees to
use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate
a different Applicable Lending Office and/or take other commercially reasonable action if the making of
such a designation or the taking of such actions would avoid the need for, or reduce the amount of, such
increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be
otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted
to the Borrowers and the Agent by such Lender, shall be conclusive and binding for all purposes, absent
manifest error. If any Borrower so notifies the Agent after any Lender notifies the Borrowers of any
increased cost pursuant to the foregoing provisions of this Section 2.09(a), such Borrower may, upon
payment of such increased cost to such Lender, replace such Lender with a Person that is an Eligible
Assignee in accordance with the terms of Section 9.07 (and the Lender being so replaced shall take all
action as may be necessary to assign its rights and obligations under this Agreement to such Eligible
Assignee).
(b) If any Lender determines that any Change in Law affects or would affect the
amount of capital or liquidity required or expected to be maintained by such Lender or any entity controlling
such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of
such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by
such Lender (with a copy of such demand to the Agent), the Borrowers shall pay to the Agent for the
account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to
compensate such Lender or such entity in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender’s
commitment to lend hereunder. A certificate as to such amounts submitted to the Borrowers and the Agent
by such Lender shall be conclusive and binding for all purposes, absent manifest error.
(c) The Borrowers shall not be required to compensate a Lender pursuant to this
Section for any increased costs or capital, liquidity or reserve requirement or pursuant to Section 2.12 for
any Taxes incurred more than nine months prior to the date that such Lender notifies the Borrowers of the
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change or issuance giving rise to such increased costs or capital, liquidity or reserve requirement or Tax
and of such Lender’s intention to claim compensation therefor; provided, that if the change or issuance
giving rise to such increased costs or capital, liquidity or reserve requirement or Tax is retroactive, then the
nine-month period referred to above shall be extended to include the period of retroactive effect thereof.
Section 2.10 Illegality. Notwithstanding any other provision of this Agreement, if any
Lender shall notify the Agent that any Change in Law has made it unlawful for any Lender or its
Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to
fund or maintain Eurodollar Rate Advances hereunder, (a) each Eurodollar Rate Term Loan will
automatically, upon such demand, Convert into a Base Rate Advance or an Term Loan that bears interest
at the rate set forth in Section 2.05(a)(i), and (b) the obligation of the Lenders to make Eurodollar Rate
Advances or to Convert Term Loans or Term Loan Borrowings into Eurodollar Rate Advances shall be
suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such
suspension no longer exist.
Section 2.11 Payments and Computations. (a) The Borrowers shall make each
payment hereunder and under the other Loan Documents, without any right of counterclaim or set-off, not
later than 1:00 p.m. on the day when due in U.S. dollars to the Agent at the Agent’s Account in same day
funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of
principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.09,
2.12 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like
funds relating to the payment of any other amount payable to any Lender to such Lender for the account
of its Applicable Lending Office, in each case to be applied in accordance with the terms of this
Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 9.07(e), from and after the effective date specified in
such Assignment and Acceptance, the Agent shall make all payments hereunder and under the other Loan
Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods
prior to such effective date directly between themselves.
(b) In addition, Agent may, at its option, charge such amount against any
operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates, without
further application to or order of the Bankruptcy Court.
(c) All computations of interest based on the Base Rate shall be made by the
Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based
on the Eurodollar Rate or the Federal Funds Rate and of letter of credit fees, commitment fees and other
fees shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of
days (including the first day but excluding the last day) occurring in the period for which such interest or
commitment fees are payable. Each determination by the Agent of an interest rate hereunder shall be
conclusive and binding for all purposes, absent manifest error.
(d) Whenever any payment hereunder or under the other Loan Documents shall
be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the computation of payment of
interest or commitment fee, as the case may be; provided, that if such extension would cause payment of
interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such
payment shall be made on the next preceding Business Day.
(e) Unless the Agent shall have received notice from any Borrower prior to the
date on which any payment is due by it to the Lenders hereunder that such Borrower will not make such
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payment in full, the Agent may assume that the applicable Borrower has made such payment in full to the
Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each
Lender on such due date an amount equal to the amount then due such Lender. If and to the extent such
Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent
forthwith on demand such amount distributed to such Lender together with interest thereon, for each day
from the date such amount is distributed to such Lender until the date such Lender repays such amount to
the Agent, at the Federal Funds Rate.
Section 2.12 Taxes. (a) Any and all payments by the Borrowers to or for the account
of any Lender, the Agent or the Collateral Agent hereunder or under the other Loan Documents or any
other documents to be delivered hereunder shall be made, in accordance with Section 2.11 or the
applicable provisions of such other documents, free and clear of and without deduction for any and all
present or future Taxes except as required by applicable law. If the Borrowers shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document or
any other documents to be delivered hereunder to any Lender, the Agent or the Collateral Agent, (i) to
the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable
shall be increased as may be necessary so that after making all required deductions for Indemnified Taxes
(including deductions for Indemnified Taxes applicable to additional sums payable under this Section
2.12) such Lender, the Agent and the Collateral Agent (as the case may be) receive an amount equal to
the sum each would have received had no such deductions of Indemnified Taxes been made, (ii) the
Borrowers shall make such deductions as are determined by such Borrowers to be required based upon
the information and documentation it has received pursuant to Sections 2.12(e) and (f)(i) and (iii) the
Borrowers shall pay the full amount deducted to the relevant taxation authority or other authority in
accordance with applicable law.
(b) In addition, the Borrowers shall pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar levies that arise from any
payment made hereunder or under the other Loan Documents or from the execution, delivery or registration
of, performing under, or otherwise with respect to, this Agreement or the other Loan Documents or any
other documents to be delivered hereunder, but excluding any such taxes that are Other Connection Taxes
imposed with respect to an assignment (other than an assignment made pursuant to Section 9.16)
(hereinafter referred to as “Other Taxes”). Other Taxes shall not include any Taxes imposed on, or
measured by reference to, gross income, net income or gain.
(c) Without duplication of any additional amounts paid pursuant to Section

2.12(a), the Borrowers shall indemnify each Lender, the Agent and the Collateral Agent for and hold it
harmless against the full amount of Indemnified Taxes or Other Taxes (including Indemnified Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 2.12) imposed
on or paid by such Lender, the Agent or the Collateral Agent (as the case may be) and any liability (including
penalties, interest and reasonable expenses) arising therefrom or with respect thereto. A certificate as to
the amount of such payment or liability delivered to the Borrowers by a Lender (with a copy to the Agent),
or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. This
indemnification shall be made within 10 days from the date such Lender, the Agent or the Collateral Agent
(as the case may be) makes written demand therefor.
(d) As soon as practicable after the date of any payment of Taxes pursuant to
this Section, the Borrowers shall furnish to the Agent, at its address referred to in Section 9.02, the original
or a certified copy of a receipt evidencing such payment to the extent such a receipt is issued therefor, or
other written proof of payment thereof that is reasonably satisfactory to the Agent.
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(e) Any Lender that is entitled to an exemption from or reduction of

withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers
and the Agent, at the time or times reasonably requested by the Borrowers or the Agent, such properly
completed and executed documentation reasonably requested by the Borrowers or the Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender,
if reasonably requested by the Borrowers or the Agent, shall deliver such other documentation prescribed
by applicable law or reasonably requested by the Borrowers or the Agent as will enable the Borrowers or
the Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements.
(f) Without limiting the generality of the foregoing:
(i) Each Lender that is a United States person, on or prior to

the date of its execution and delivery of this Agreement in the case of each Lender and on
the date of the Assignment and Acceptance pursuant to which it becomes a Lender in the
case of each other Lender, and from time to time thereafter as reasonably requested in
writing by the Borrowers or the Agent, shall provide each of the Agent and the Borrowers
with two executed originals of Internal Revenue Service Form W-9 certifying that such
Lender is exempt from U.S. federal backup withholding Tax on payments pursuant to this
Agreement or the other Loan Documents; and
(ii) Each Lender organized under the laws of a jurisdiction

outside the United States, and each other Lender that is not a domestic corporation within
the meaning of Section 7701(a)(30) of the Internal Revenue Code:
(1) on or prior to the date of its execution and delivery of

this Agreement in the case of each Lender and on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and
from time to time thereafter as reasonably requested in writing by the Borrowers (but only
so long as such Lender remains lawfully able to do so), shall, to the extent it is legally
entitled to do so, provide each of the Agent and the Borrowers with two executed originals
of Internal Revenue Service Forms W-8BEN, W-8BEN-E or W-8ECI, as appropriate, or
any successor or other form prescribed by the Internal Revenue Service, certifying that
such Lender is exempt from or entitled to a reduced rate of United States withholding Tax
on payments pursuant to this Agreement or the other Loan Documents; and
(2) on or prior to the date of its execution and delivery of

this Agreement in the case of each Lender and on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and
from time to time thereafter as reasonably requested in writing by the Borrowers (but only
so long as such Lender remains lawfully able to do so), shall, to the extent it is legally
entitled to do so, provide each of the Agent and the Borrowers with executed originals of
any other form prescribed by applicable law as a basis for claiming exemption from or a
reduction in U.S. federal withholding Tax (including, if applicable, a certificate
substantially in the form of Exhibit G-1 establishing such Lender’s entitlement to the
exemption for portfolio interest under Section 881(c) of the Code), duly completed,
together with supplementary documentation as may be prescribed by applicable law to
permit the Borrowers or the Agent to determine the withholding or deduction required to
be made.
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If the form provided by a Lender at the time such Lender first becomes a party to this Agreement
indicates a United States interest withholding Tax rate in excess of zero, withholding Tax at such
rate shall be considered excluded from Indemnified Taxes unless and until such Lender provides
the appropriate forms certifying that a lesser rate applies, whereupon withholding Tax at such lesser
rate only shall be considered excluded from Indemnified Taxes for periods governed by such form;
provided, however, that, if at the date of the Assignment and Acceptance pursuant to which a
Lender assignee becomes a party to this Agreement, the Lender assignor was entitled to payments
under subsection (a) in respect of United States withholding Tax with respect to interest paid at
such date, then, to such extent, the term Indemnified Taxes shall include (in addition to withholding
Taxes that may be imposed in the future or other amounts otherwise includable in Indemnified
Taxes) United States withholding Tax, if any, applicable with respect to the Lender assignee on
such date. If any form or document referred to in this subsection (f) requires the disclosure of
information, other than information necessary to compute the Tax payable and information required
on the date hereof by Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8ECI, that the
Lender reasonably considers to be confidential, the Lender shall give notice thereof to the
Borrowers and shall not be obligated to include in such form or document such confidential
information. For purposes of this subsection (f), the terms “United States” and “United States
person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.
(g) For any period with respect to which a Lender has failed to provide the
Borrowers with the appropriate form, certificate or other document described in Section 2.12(e) (other than
if such failure is due to a change in law, or in the interpretation or application thereof, occurring subsequent
to the date on which a form, certificate or other document originally was required to be provided, or if such
form, certificate or other document otherwise is not required under subsection (e) above), such Lender shall
not be entitled to indemnification under Section 2.12(a) or (c) with respect to Indemnified Taxes imposed
by the United States by reason of such failure; provided, however, that should a Lender become subject to
Indemnified Taxes because of its failure to deliver a form, certificate or other document required hereunder,
the Borrowers shall take such steps as the Lender shall reasonably request to assist the Lender to recover
such Indemnified Taxes. Further, if a payment made to the Agent or any Lender under any Loan Document
would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply
with the applicable reporting requirements of FATCA (including those contained in section 1471(b) or
1472(b) of the Internal Revenue Code, as applicable), the Agent or such Lender, as applicable, shall deliver
to the Borrowers and the Agent at the time or times prescribed by law and at such time or times reasonably
requested by the Borrowers or the Agent such documentation prescribed by applicable law (including as
prescribed by section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation
reasonably requested by the Borrowers or the Agent as may be necessary for the Borrowers and the Agent
to comply with their obligations under FATCA and to determine that such Lender has complied with such
Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such
payment. Solely for purposes of this paragraph (g), “FATCA” shall include any amendments made to
FATCA after the date of this Agreement.
(h) Each Lender agrees that if any form or certification it previously delivered
pursuant to this Section 2.12 expires or becomes obsolete or inaccurate in any respect, it shall update such
form or certification or promptly notify the Borrowers and the Agent in writing of its legal inability to do
so.
(i) Any Lender claiming any additional amounts payable pursuant to this
Section 2.12 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Eurodollar Lending Office if, in the reasonable judgment of
such Lender, the making of such a change would avoid the need for, or reduce the amount of, any such
additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender,
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be otherwise disadvantageous to such Lender or subject such Lender to any unreimbursed cost or expense.
The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection
with any such change.
(j) If any Lender determines, in its sole discretion exercised in good faith, that
it has actually and finally realized, by reason of a refund, deduction or credit of any Indemnified Taxes paid
or reimbursed by the Borrowers pursuant to subsection (a) or (c) above in respect of payments under this
Agreement or the other Loan Documents, a current monetary benefit that it would otherwise not have
obtained, and that would result in the total payments under this Section 2.12 exceeding the amount needed
to make such Lender whole, such Lender shall pay to the Borrowers, with reasonable promptness following
the date on which it actually realizes such benefit, an amount equal to the amount of such excess, net of all
out-of-pocket expenses incurred by such Lender reasonably allocable in securing such refund, deduction or
credit, provided that the Borrowers, upon the request of such Lender, agree to repay the amount paid over
to the Borrowers to such Lender in the event such Lender is required to repay such refund to such
jurisdiction. Nothing in this subsection (j) shall be construed to require any Lender to make available to
the Borrowers or any other Person its tax returns or any confidential tax information..
(k) If the Agent, the Collateral Agent or any Lender, as the case may be, shall
become aware that it is entitled to claim a refund from a Governmental Authority in respect of Indemnified
Taxes or Other Taxes paid by Borrower pursuant to this Section 2.12, including Indemnified Taxes or Other
Taxes as to which it has been indemnified by Borrower, or with respect to which Borrower or a Group
Member that is a signatory hereto has paid additional amounts pursuant to this Section 2.12, it shall notify
Borrower of the availability of such refund claim and, if the Agent, the Collateral Agent or any Lender, as
the case may be, determines in good faith that making a claim for refund will not have any adverse
consequence to its Taxes or business operations, shall, after receipt of a request by Borrower, make a claim
to such Governmental Authority for such refund at Borrower’s expense.
Section 2.13 Sharing of Payments, Etc. If any Lender shall obtain any payment from
any Group Member (whether voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) on account of the Term Loans, or other amounts owing to it (other than pursuant to Section
2.09, 2.12 or 9.04(c)) in excess of its ratable share, such Lender shall forthwith purchase from the other
Lenders such participations in the Term Loan or other amounts owing to them as shall be necessary to
cause such purchasing Lender to share the excess payment ratably with each of them; provided, that if all
or any portion of such excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable
share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total
amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrowers agree that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such
participation.
Section 2.14 Use of Proceeds of Term Loan. The proceeds of the Term Loan shall be
available (and each Borrower agrees that it shall use such proceeds) for operating, working capital and
general corporate purposes of the Loan Parties, in each case, consistent with, subject to and within the
limitations contained in, the Approved Budget (including to fund the Carve-Out Reserve and to pay other
fees, costs and expenses incurred in connection with the transactions contemplated hereby and other
administrative costs incurred in connection with the transactions contemplated with the Chapter 11
Cases); provided, that no proceeds of the Term Loans or cash collateral shall be used to, among other
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things, (x) object, contest or raise any defense to the validity, perfection, priority, extent or enforceability
of any amount due under or the liens and security interests granted under the Loan Documents or (y)
investigate, initiate or prosecute any claims and defenses or commence causes of action against any Credit
Party under or relating to the Loan Documents; provided, further, that not more than $100,000 in the
aggregate of proceeds of the Carve-Out, any Cash Collateral, or any proceeds of the Junior DIP Facility,
DIP ABL Facility or the Junior DIP Collateral and DIP ABL Collateral may be used by the Creditors’
Committee for purposes of investigating such claims, liens, or interests of the Prepetition ABL Credit
Parties (but not to litigate any of the foregoing).
Section 2.15 Superpriority Claims; Security and Priority of Liens. The Obligations,
including all obligations of Holdings and each Subsidiary Guarantor in respect of its guarantee of the
Obligations, shall, subject to the Carve-Out and the Senior Permitted Liens, at all times 1:
(a) pursuant to sections 364(c)(1), 503(b), and 507(a)(2) of the Bankruptcy

Code, be entitled to joint and several superpriority administrative expense claim status in the Chapter 11
Case of such Loan Party and any Successor Cases (as defined in the Financing Orders) (the “Junior DIP
Facility Superpriority Claims”); provided, however, that the Junior DIP Facility Superpriority Claims will
be of equal priority to the DIP ABL Superpriority Claims (as defined in the Final ABL Financing Order)
awarded to the DIP ABL Control Co-Collateral Agent (as defined in the Final ABL Financing Order) under
the Final ABL Financing Order;
(b) pursuant to section 364(c)(3) of the Bankruptcy Code, an automatically

perfected junior security interest in and lien on all Prepetition ABL Collateral, subject to the relative
priorities for Prepetition ABL Collateral set forth in the table included as part of this Section 2.15 below;
(c) pursuant to sections 364(d) and 364(c)(3) of the Bankruptcy Code, an

automatically perfected junior security interest in and lien on all Junior DIP Collateral (other than
Prepetition ABL Collateral) that is subject to valid and perfected liens and security interests in favor of
third parties as of the Petition Date, junior only to (i) such liens and security interests in favor of such third
parties as of the Petition Date, (ii) the Senior Permitted Liens, and (iii) the DIP ABL Liens;

perfected security interest in and lien on all Junior DIP Collateral that is not otherwise subject to a valid,
perfected and non-avoidable security interest or lien as of the Petition Date (other than Specified
Collateral, as defined below, but specifically including those assets described on Schedule 3 hereto,
collectively, the “Prepetition Unencumbered Collateral”), which, for the avoidance of doubt shall be
junior only to the Senior Permitted Liens and the DIP ABL Liens; and
(e) pursuant to section 364(d) of the Bankruptcy Code, an automatically

perfected first priority security interest in and lien on (i) all of the rights, title and interests of any Junior
DIP Obligor in that certain cause of action identified on Schedule 1 to the Interim Financing Order and (ii)
all of the rights, title and interests of any Junior DIP Obligor in the assets set forth on Schedule 2 of the
Interim Financing Order and all books, records, documents and data related thereto and all proceeds thereof
(such collateral and proceeds, collectively, the “Specified Collateral”) which security interest and lien shall
be pari passu with the DIP ABL Liens; provided, that the proceeds of such Specified Collateral shall be
shared by the Junior DIP Lenders and the DIP ABL Lenders pro rata based on the aggregate commitment
amount under the Junior DIP Facility (i.e., $350,000,000) and aggregate incremental commitments and
1
It being understood and agreed that for purposes of this Section 2.15 all capitalized terms used but not defined herein
shall have the meanings set forth in the Interim Financing Order unless otherwise defined in this Section 2.15
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extensions of credit under the DIP ABL Facility (i.e., $300,000,000) without giving regard to the roll-up
portion thereof, respectively;
(f) Notwithstanding anything to the contrary herein, the following table sets
forth (i) the relative priorities of the Carve-Out, the Senior Permitted Liens, DIP ABL Liens, Junior DIP
Liens, Adequate Protection Liens and the Postpetition Intercompany Liens, provided that the Prepetition
Second Lien Adequate Protection Liens shall be asserted only against the assets of the Prepetition Second
Lien Loan Parties, and the Prepetition Liens on the Junior DIP Collateral upon effectiveness of this Interim
Junior DIP Order:
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Prepetition ABL Prepetition Prepetition Specified Collateral

Collateral Encumbered Unencumbered
Collateral 2 Collateral
(Other than Specified
Collateral)
Carve-Out Carve-Out Carve-Out Carve-Out
Senior Permitted Liens All valid and Senior Permitted Senior Permitted
perfected security Liens Liens
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
2018 FILO Adequate Prepetition ABL Prepetition ABL 2018 FILO Adequate
Protection Liens Facilities Adequate Facilities Adequate Protection Liens
Prepetition LC Facility 2018 FILO 2018 FILO Adequate Prepetition LC

Adequate Protection Adequate Protection Protection Liens Facility Adequate
Liens Liens Protection Liens
Prepetition ABL Liens Prepetition LC Prepetition LC Postpetition

Facility Adequate Facility Adequate Intercompany Liens
Postpetition Postpetition Postpetition Prepetition Second

Intercompany Liens Intercompany Liens Intercompany Liens Lien Adequate
Protection Liens
(only with respect to
property of Prepetition
Second Lien Loan
Parties)
2
The priorities set forth in this column are subject to paragraph 63 of the Interim Financing Order.
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Prepetition Second Prepetition Second Prepetition Second

Lien Adequate Lien Adequate Lien Adequate
Protection Liens Protection Liens Protection Liens
(only with respect to (only with respect to
property of property of
Prepetition Second Prepetition Second
Lien Loan Parties) Lien Loan Parties)
Prepetition Second
Lien Facilities Liens
(except on Specified
Non-Prepetition
Second Lien
Collateral)
Junior DIP Liens
Section 2.16 Extension Option. At any time prior to the Scheduled Termination Date,
the Borrowers may, upon three Business Days’ notice to the Agent (or such lesser notice as agreed to by
the Agent) and payment of any fees required to be paid in connection therewith pursuant to Section 2.03(c),
exercise the option to extend the maturity of this Agreement for an additional four months following the
Scheduled Termination Date (the “Extension Option”) provided that no Event of Default shall exist
immediately prior to or after giving effect to the Extension Option.
ARTICLE III
[Reserved].
ARTICLE IV
CONDITIONS TO EFFECTIVENESS
Section 4.01 Conditions Precedent to Effectiveness. The effectiveness of this

Agreement and the obligation of the Lenders to make each Interim DIP Loan is conditioned upon
satisfaction (or waiver) of each of the following conditions precedent:
(a) Loan Documents. The Agent shall have received each of the following, each
of which shall be originals or telecopies or other electronically transmitted copies (followed promptly by
originals) unless otherwise specified, each in form and substance satisfactory to the Agent in its reasonable
discretion:
(i) this Agreement, executed and delivered by an Authorized

Officer of Holdings and the Borrowers, each of the Lenders, the Collateral Agent, and the
Agent;
(ii) the Guarantee and Collateral Agreement, executed and

delivered by an Authorized Officer of the applicable Loan Parties party thereto, the
Collateral Agent, and the Agent;
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(iii) DIP Intercreditor Agreement, executed and delivered by an

Authorized Officer of the applicable Loan Parties party thereto, the DIP ABL Loan Agent,
Collateral Agent and the Agent;
(iv) each other Loan Document set forth on Schedule 4.01, each
executed and delivered by an Authorized Officer of the applicable Loan Parties party
thereto;
(b) Secretary’s Certificate; Organizational Documents; Good Standing

Certificates. The Agent shall have received (i) copies of each Loan Party’s organization or other governing
documents and such other documents, (ii) the identity, authority and capacity of each Authorized Officer
thereof authorized to act as an Authorized Officer in connection with this Agreement and the other Loan
Documents to which such Loan Party is a party or is to be a party, (iii) such certificates of resolutions or
other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan Party as
the Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this
Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B)
the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized
Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a
party or is to be a party, and (iv) a good standing certificate from the applicable governmental authority of
each Loan Party’s jurisdiction of incorporation, organization or formation (to the extent such concept exists
in the relevant jurisdictions), in each case, in form and substance reasonably satisfactory to the Agent.
(c) Interim Financing Order. The Effective Date shall have occurred not later
than three (3) Business Days after the entry of the Interim Financing Order.
(d) Legal Opinions. Agent shall have received a copy of a customary opinion
of counsel for the Loan Parties addressed to Agent, the Collateral Agent and the Lenders and as to such
matters as the Agent may reasonably request, and otherwise in form and substance reasonably satisfactory
to the Agent.
(e) Extension of Credit Certificate. Agent shall have received a certificate

signed by an Authorized Officer of Holdings and the Borrowers certifying (A) that the conditions specified
in Section 4.02 have been satisfied and (B) that the Perfection Certificate is true and correct in all material
respects, in each case, in form and substance reasonably satisfactory to the Agent.
(f) Lien Searches. Agent shall have received results of searches or other
evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably
satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except
for Permitted Liens;
(g) [Reserved]
(h) Uniform Commercial Code Filings. All actions required by law or

reasonably requested by the Collateral Agent to be undertaken, and all documents and instruments,
including Uniform Commercial Code financing statements, required by law or reasonably requested by the
Collateral Agent to be filed, registered, or recorded to create or perfect the Liens intended to be created
under the Loan Documents and all such documents and instruments shall have been so filed, registered or
recorded to the satisfaction of the Collateral Agent.
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(i) Material Adverse Effect. There shall have been no event or circumstance
since the date of the Entry of the Interim Financing Order that has had or could reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect.
(j) Fees and Expenses. (i) All fees required to be paid to the Agent, the
Collateral Agent, the Lead Lender or the Lenders on or before the Effective Date shall have been paid in
full, (ii) the Borrowers shall have paid all costs and expenses of the Agent, the Collateral Agent and the
Lead Lender (to the extent set forth in Section 9.04(a) and invoiced) incurred in connection with or relating
to this Agreement and the other Loan Documents, including reasonable fees, charges and disbursements of
counsel to the Agent, the Collateral Agent the Lead Lender (provided that such payment shall not thereafter
preclude a final settling of accounts between the Borrowers and the Agent, the Collateral Agent and the
Lead Lender).
(k) KYC; Patriot Act. (i) Each Loan Party shall have provided the
documentation and other information requested by the Lenders at least three (3) Business Days prior to the
Effective Date that is required by authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including without limitation, the PATRIOT Act, and (ii) to the extent the
Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower
shall have provided a Beneficial Ownership Certification in relation to the Borrower at least two (2)
Business Days prior to the Effective Date.
(l) Interim Financing Order. The Agent shall have received a signed copy of
the Interim Financing Order, which such Interim Financing Order shall not have been vacated, reversed,
modified, amended or stayed in any respect.
(m) Trustee Appointment or Election. No trustee, responsible officer or

examiner having powers related to the operation of the business (beyond those set forth under sections
1106(a)(3) and (4) of the Bankruptcy Code) under Bankruptcy Code section 1104 (other than a fee
examiner) shall have been appointed or elected with respect to the Loan Parties, any of their subsidiaries,
or any of their respective properties, or any Loan Party or its subsidiaries shall have applied for, consented
to, or acquiesced in, any such appointment, with respect to the Loan Parties, any of their subsidiaries or
their respective properties.
(n) Approved Initial Budget. The Agent shall have received the Approved
Initial Budget in form and substance satisfactory to the Agent in its reasonable discretion.
(o) Litigation or other action. There shall exist no unstayed action, suit,
investigation, litigation or proceeding pending or (to the knowledge of the Loan Parties) threatened in any
court or before any arbitrator or governmental instrumentality (other than the Chapter 11 Cases) that could
reasonably be expected to have a Material Adverse Effect.
(p) Requirements of law. Upon entry of the Interim Financing Order, the entry
into this Agreement shall not violate any requirement of law and shall not be enjoined, temporarily,
preliminarily, or permanently.
(q) Monthly Projections; Store Footprint Plan. The Agent and the Lead Lender
shall have received and be satisfied, in their respective reasonable discretion, with: (i) monthly projections
(which shall consist of an income statement only) through Holdings’ fiscal year end dated as of a date not
more than 1 Business Days prior to the Effective Date; (ii) a cash flow forecast for the 13-week period
ending after the Effective Date dated as of a date not more than 1 Business Day prior to the Effective Date;
(iii) the Store Footprint Plan dated as of a date not more than 1 Business Day prior to the Effective Date.
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(r) Environmental Reports. The Agent shall have received any requested
environmental review reports to the extent previously prepared and readily available to the Loan Parties.
(s) Designated Real Estate. The Agent shall have received a copy of the leases
and subleases, as applicable, for substantially all leased Designated Real Estate and any existing title
policies or title commitments in the possession of Debtors for Designated Real Estate owned in fee.
(t) Liens. The Agent, for the benefit of the Agent and the Lenders upon entry
of the Interim Order shall have the valid and perfected liens on the security interests in the Collateral of the
Loan Parties contemplated by the Loan Documents.
(u) No material adverse effect shall have occurred to the Agent’s rights and
remedies under the Loan Documents and the Financing Orders (other than for the Chapter 11 Cases and
events or circumstances resulting from the commencement of the Chapter 11 Cases) as of the Petition Date.
(v) The Agent shall have received copies of the DIP ABL Credit Agreement
and the Guarantee and Collateral Agreement (as defined in the DIP ABL Credit Agreement) in form and
substance reasonably satisfactory to it.
(w) The Effective Date shall have occurred not later than three business days
after the entry of the Interim Order.
Section 4.02 Conditions Precedent to Each Extension of Credit. The obligation of

each Lender to make an Extension of Credit on any date shall be subject to the conditions precedent that
the effectiveness of this Agreement shall have occurred and on the date of such Extension of Credit the
following statements shall be true (and each of the giving of the applicable Notice of Borrowing, and the
acceptance by the applicable Borrower of the proceeds of such Term Loan Borrowing shall constitute a
representation and warranty by the applicable Borrower that on the date of such Term Loan Borrowing
such statements are true):
(a) Representation and Warranties. The representations and warranties made by

each Loan Party in or pursuant to the Loan Documents are true and correct on and as of such date in all
material respects, before and after giving effect to such Extension of Credit and to the application of the
proceeds therefrom, as though made on and as of such date, except to the extent that (A) such
representations or warranties are qualified by a materiality standard, in which case they shall be true and
correct in all respects, and (B) such representations or warranties expressly relate to an earlier date (in which
case such representations and warranties shall be true and correct in all material respects as of such earlier
date);
(b) Events of Default. No event has occurred and is continuing, or would result
from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default
or an Event of Default;
(c) Notice of Borrowing. A Notice of Borrowing, executed and delivered by the

Borrowers to the Agent three (3) Business Days prior to funding;
(d) Dismiss or Convert. The Chapter 11 Cases shall not have been dismissed or
converted to a case under Chapter 7 of the Bankruptcy Code;
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(e) Enlarged Powers. No trustee under Chapter 11 of the Bankruptcy Code or

examiner with enlarged powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy
Code shall have been appointed in the Loan Parties Chapter 11 Case;
(f) Total Extensions of Credit. Such Extension of Credit shall not result in the
Total Extensions of Credit exceeding the amount authorized for the DIP Junior Facility by the Final
Financing Order;
(g) Financing Orders. (i) The applicable Financing Order shall be in full force
and effect and shall not have been vacated, reversed, stayed, amended or modified in any respect or subject
to a stay pending appeal, (ii) no motion for reconsideration of such Financing Order shall have been timely
filed by any of the Debtors or their Subsidiaries, (iii) no appeal of such Financing Order shall have been
timely filed, and (iv) Loan Parties shall be in compliance in all material respects with the Financing Orders;
(h) The Loan Parties shall be in compliance in all material respects with the
Financing Orders; and
(i) The Loan Parties shall have paid, without duplication, all fees due and
payable to the Agent and the Lenders hereunder on such date.
Section 4.03 Conditions Precedent to Subsequent DIP Loans. The obligation of the
Lenders to advance each Subsequent DIP Loan (other than with respect to any Interim DIP Loan) shall be
subject to the satisfaction (or waiver by the Agent) of the following conditions (the “Subsequent Funding
Conditions”) and the date when such conditions are satisfied or waived, the “Final Closing Date”):
(a) Final Financing Order. (i) The Agent shall have received a copy of the Final
Financing Order, and (ii) the Final Financing Order, in form and substance reasonably satisfactory to the
Agent in its reasonable discretion, shall have been entered and be in full force and effect and shall not have
been (A) vacated, reversed, or stayed, or (B) amended or modified except as otherwise agreed to in writing
by the Agent in its reasonable discretion;
(b) Fees and Expenses. The Agent shall have received payment from the Term
Loan proceeds of all reasonable and documented out-of-pocket costs, fees, expenses (including, without
limitation, reasonable and documented legal fees and expenses) set forth in the Loan Documents or
otherwise required to be paid or reimbursed to the Agent and the Lenders on or before such date shall have
been paid;
(c) Insurance. The Agent shall have received, in form and substance reasonably
satisfactory to the Agent, (i) reasonably requested insurance certificates, and (ii) endorsements naming the
Agent, on behalf of the Lenders, as an additional insured and lender loss payee , as applicable, under all
insurance policies required to be maintained with respect to the Collateral pursuant to the terms of the Loan
Documents;
(d) Beneficial Ownership Regulation. The Agent and each Lender shall have
received “know your customer” and similar information (including the Beneficial Ownership Regulation);
(e) Budget Variance Report. The Agent shall have received a pro forma Budget
Variance Report prepared as of the date of such drawing, which shall not show any variance other than a
Permitted Variance;
(f) Approved Budget. The Agent shall have received the Approved Budget; and
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(g) Liquidation Agent. The Loan Parties shall have retained the Liquidation
Agent.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Section 5.01 Representations and Warranties of Holdings and the Borrowers.
Holdings and the Borrowers hereby jointly and severally represent and warrant as follows:
(a) Organization; Power and Authority; EEA Financial Institution; EEA

Financing Institutions. Each Loan Party (i) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization and (ii) is in compliance with all Requirements of Law except
to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have
a Material Adverse Effect. No Loan Party is an EEA Financial Institution.
(b) Due Authorization; No Conflict. Upon entry of the Final Financing Order,
the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party,
and the consummation of the transactions contemplated hereby or thereby, are within such Loan Party’s
powers, have been duly authorized by all necessary organizational action, and do not contravene (i) the
charter or by-laws or other organizational or governing documents of such Loan Party or (ii) law or any
contractual restriction binding on or affecting any Loan Party.
(c) Government Approvals; Consents. Upon entry of the Final Financing Order,
no authorization or approval or other action by, and no notice to or filing with, any governmental authority
or regulatory body or any other third party is required for the due execution, delivery and performance by
any Loan Party of any Loan Document to which it is a party that has not already been obtained.
(d) Due Execution. Each Loan Document has been duly executed and delivered
by each Loan Party party thereto. Upon entry of the Final Financing Order, this Agreement constitutes, and
each other Loan Document will constitute upon execution, the legal, valid and binding obligation of each
Loan Party party thereto enforceable against such Loan Party in accordance with its respective terms and
the Final Financing Order, subject to the effect of any applicable bankruptcy, insolvency, reorganization or
moratorium or similar laws affecting the rights of creditors generally and subject to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(e) Financial Statements. The consolidated and consolidating balance sheets of

Holdings and its Subsidiaries and the related consolidated statements of income and cash flows and
shareholders’ equity of Holdings and its Subsidiaries, that have been and are hereafter delivered to Agent
and Lenders fairly present the consolidated financial condition and results of operations of Holdings and its
Subsidiaries as at the dates and for the periods indicated, all in accordance with GAAP consistently applied.
(f) Absence of Material Adverse Effect. Since the date of the entry of the
Interim Financing Order, there has been no event or circumstance, either individually or in the aggregate,
that has had or would reasonably be expected to have a Material Adverse Effect.
(g) Litigation. Other than the Chapter 11 Cases, there are no material unstayed
Adverse Proceedings now pending or threatened or affecting Holdings, the Borrowers or any of their
respective Subsidiaries before any court, Governmental Authority or arbitrator.
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(h) Margin Stock. No assets of the Borrowers and their respective Subsidiaries
on a consolidated basis will be “Margin Stock” (within the meaning of Regulation U issued by the Board
of Governors). No proceeds of any Extension of Credit or Letters of Credit will be used by Borrowers to
purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or
for any related purpose governed by Regulations T, U or X of the Board of Governors.
(i) Investment Company Act. No Loan Party is an “investment company”, or a

company “controlled” by an “investment company”, within the meaning of the Investment Company Act
of 1940, as amended.
(j) Taxes. All United States Federal income tax returns and all other material
tax returns which are required to be filed have been filed by or on behalf of Holdings, the Borrowers and
their respective Subsidiaries, and all Taxes due with respect to Holdings, the Borrowers and their respective
Subsidiaries pursuant to such returns or otherwise, or pursuant to any assessment received by Holdings, the
Borrowers or any Subsidiary have been paid except to the extent permitted in Section 6.01(b). The charges,
accruals and reserves on the books of Holdings, the Borrowers and their Subsidiaries in respect of Taxes or
other governmental charges have been made in accordance with, and to the extent required by, GAAP.
(k) Information; Accuracy. All written information (including the Approved

Budget and each Rolling Budget) heretofore furnished by Holdings, the Borrowers or their Subsidiaries to
the Agent, the Collateral Agent or any Lender (including the Perfection Certificate) for purposes of or in
connection with this Agreement or any other Loan Document, taken as a whole, was true and correct in all
material respects on the date as of which such information was stated or certified; provided, that with respect
to projected financial information, the Loan Parties represent only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time. As of the Effective Date, the
information included in the Beneficial Ownership Certification, if applicable, is true and correct in all
respects.
(l) Collateral. No Collateral is subject to any Lien except the Permitted Liens
existing on the Effective Date. Each Loan Party and Subsidiary has good and marketable title to (or valid
leasehold interests in) all of its Real Property, and good title to all of its personal property, including all
property reflected in any financial statements delivered to the Agent or the Lenders, in each case free of
Liens except Permitted Liens. Each Loan Party and Subsidiary has paid and discharged all lawful claims
that, if unpaid, could become a Lien on its properties, other than Permitted Liens. All Liens of the Agent
in the Collateral are duly perfected Liens with the priority set forth in the DIP Intercreditor Agreement
(subject to Permitted Liens entitled to priority under applicable law). Schedule 5.01(l)(A) sets forth the
address (including street address, county and state) of all previously unencumbered Real Property that is
owned or ground leased by the Loan Parties as of the Effective Date (specifying whether each parcel of
Real Property is either owned or ground leased). Schedule 5.01(l)(B) sets forth the address (including street
address, county and state) of all previously unencumbered Real Property that is leased by the Loan Parties
as of the Effective Date, together with the name of each lessor and such lessor’s contact information. Each
Lease of Real Property by the Loan Parties is enforceable (except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and by general principles of equity) against the lessor thereof in accordance with its terms and is
in full force and effect and, other than for defaults arising solely as a result of the commencement of the
Chapter 11 Cases, the Loan Parties are not in default of the terms of any such Lease; provided, that the
representation set forth in this sentence shall not apply to any Lease for a Store location that is subject to
the Specified Store Closing Sales if the failure of such representation to be true and correct would not impair
the applicable Loan Party’s ability to continue to occupy such Store location. The Agent has received the
Flood Documentation with respect to all Real Property.
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(m) Intellectual Property. Except as, in the aggregate, would not reasonably be
expected to have a Material Adverse Effect: (i) each Loan Party owns, or is licensed to use, all Intellectual
Property necessary for the conduct of its business as currently conducted; (ii) no material claim has been
asserted and is pending by any Person challenging the use of any Intellectual Property or the validity or
effectiveness of any such Intellectual Property or alleging that the conduct of the business of any Loan Party
infringes, misappropriates, or otherwise violates in any material respect any Intellectual Property of any
Person, nor do Holdings or the Borrowers know of any valid basis for any such claim; and (iii) to the best
knowledge of Holdings and the Borrowers, neither the use of Intellectual Property by each Group Member
nor the operation of their respective businesses infringes, misappropriates or otherwise violates the rights
of any Person in any material respect.
(n) ERISA.
(i) Except as set forth on Schedule 5.01(n) or as would not

reasonably be expected to result in a Material Adverse Effect, (a) neither a Reportable
Event nor a failure to meet minimum required contributions (in accordance with section
430 or any prior applicable section of the Internal Revenue Code or section 302 of ERISA)
has occurred during the five year period prior to the date on which this representation is
made or deemed made with respect to any Plan, (b) each Plan is in compliance with the
applicable provisions of ERISA, the Internal Revenue Code and other applicable federal
or state laws, and (c) no termination of a Single Employer Plan has occurred. Except as
set forth on Schedule 5.01(n), no Lien imposed under the Internal Revenue Code or ERISA
exists on account of any Plan, and no Lien in favor of the PBGC or a Plan has arisen, during
such five-year period. Each Single Employer Plan that is intended to qualify under section
401(a) of the Internal Revenue Code has received a favorable determination letter from the
United States Internal Revenue Service (the “IRS”) and, to the best knowledge of Holdings
and the Borrowers, nothing has occurred which would cause the loss of, such qualification.
Except as set forth on Schedule 5.01(n) or as would not reasonably be expected to result in
a Material Adverse Effect, the Loan Parties and each ERISA Affiliate have made all
required contributions to each Plan subject to section 430 of the Internal Revenue Code or
section 302 of ERISA, and no application for a funding waiver or an extension of any
amortization period pursuant to section 302 of ERISA or section 430 of the Internal
Revenue Code has been made with respect to any Plan.
(ii) There are no pending or, to the best knowledge of Holdings

and the Borrowers, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that would reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the fiduciary duty
rules with respect to any Plan that has resulted or could reasonably be expected to result in
a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to
occur, in each case that would reasonably be expected to result in a Material Adverse
Effect.
(o) Environmental Matters. Except as, individually or in the aggregate, would

not reasonably be expected to result in a Material Adverse Effect, no Group Member (i) has failed to comply
with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has any Environmental Liabilities, (iii) has received notice of
any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.
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(p) Security Interest. (i) The Guarantee and Collateral Agreement is effective to
create in favor of the Collateral Agent, for the benefit of the Credit Parties, a legal, valid and enforceable
security interest in the Collateral described therein and proceeds thereof.
(ii) When financing statements and other filings specified on

Schedule 5.01(p) in appropriate form are filed in the offices specified on Schedule 5.01(p),
the Guarantee and Collateral Agreement shall, to the extent a security interest therein can
be perfected by filing a UCC financing statement, constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in such Collateral and the
proceeds thereof, as security for the Obligations, in each case with the priority set forth in
the DIP Intercreditor Agreement and subject to the Permitted Prior Liens.
(iii) The Mortgages shall be effective to create in favor of the

Collateral Agent (for the benefit of the Credit Parties) or, if so contemplated by the
respective Mortgage, the Collateral Agent and the other Credit Parties, legal, valid and
enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the
Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are
validly filed, registered or recorded in the proper real estate filing, registration or recording
offices, and all required mortgage Taxes and recording and registration charges are duly
paid, the Collateral Agent (for the benefit of the Credit Parties) shall have valid Liens with
record or registered notice to third parties on all rights, titles and interests of the Loan
Parties in such Mortgaged Property.
(q) Payables Practices. Except for managing payments of certain payables to

conserve cash in the period immediately preceding the commencement of the Chapter 11 Cases, each Loan
Party has not made any material change in the historical accounts payable practices from those in effect
immediately prior to the date hereof.
(r) Insurance Matters. The properties of the Loan Parties are insured as required
pursuant to Section 6.01(c) hereof. Each insurance policy required to be maintained by the Loan Parties
pursuant to Section 6.01(c) is in full force and effect and all premiums in respect thereof that are due and
payable have been paid.
(s) Equity Interests. Each Loan has good title to the Equity Interests in its
Subsidiaries and all such Equity Interests are duly issued, fully paid and non-assessable. There are no
outstanding options to purchase, warrants, subscription rights, agreements to issue or sell, convertible
interests, phantom rights or powers of attorney relating to any capital stock of any Loan Party (other than
Holdings) or Subsidiary, except as set forth on Schedule 5.01(s). The copies of the organization and
governing documents of each Loan Party provided pursuant to Section 4.01 are true and correct copies of
each such document, each of which is valid and in full force and effect.
(t) Labor Matters; Certain Employment Matters. As of the date of this

Agreement, except as would not reasonably be expected to have individually or in the aggregate, a Material
Adverse Effect, (a) there are no strikes, lockouts, slowdowns or other material labor disputes against any
Loan Party or any Subsidiary thereof pending or, to the knowledge of Holdings or any Borrower, threatened,
(b) the hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor
Standards Act and any other applicable federal, state, local or foreign law dealing with such matters, (c) all
payments due from any Loan Party and its Subsidiaries, or for which any claim may be made against any
Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been
paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except
as set forth on Schedule 5.01(t) (as updated by the Borrowers from time to time) (i) no Loan Party or any
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Subsidiary is a party to or bound by any collective bargaining agreement, management agreement or any
material bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan,
agreement or arrangement (excluding in each case individual employment agreements) and (ii) no employee
of a Loan Party is also an employee of any Permitted Holder. There are no representation proceedings
pending or, to the knowledge of Holdings or any Borrower, threatened to be filed with the National Labor
Relations Board, and no labor organization or group of employees of any Loan Party or any Subsidiary has
made a pending demand for recognition, in each case which would individually or in the aggregate
reasonably be expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice
charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints
against any Loan Party or any Subsidiary pending or, to the knowledge of Holdings or any Borrower,
threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection
with, or otherwise relating to the employment or termination of employment of any employee of any Loan
Party or any of its Subsidiaries which would, individually or in the aggregate, be reasonably expected to
result in a Material Adverse Effect. The consummation of the transactions contemplated by the Loan
Documents will not require the consent of any union or other labor organization or give rise to any right of
termination or right of renegotiation on the part of any union under any collective bargaining agreement to
which any Loan Party or any of its Subsidiaries is bound, except as would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.
(u) WARN Act. No Loan Party has incurred any liability or obligation under
the Worker Adjustment and Retraining Notification Act or any similar federal or state law that remains
unpaid or unsatisfied and is in excess of $100,000 individually or $750,000 in the aggregate for all such
liabilities.
(v) Brokerage Fees. No broker or finder brought about the obtaining, making or
closing of the Term Loan or transactions contemplated by the Loan Documents, and other than amounts
payable pursuant to the Agent Fee Letter, no Loan Party or Affiliate thereof has any obligation to any Person
in respect of any finder’s or brokerage fees in connection therewith.
(w) Limitation on Certain Transactions. No Loan Party has any obligation to

any Permitted Holder with respect to any consulting, management or similar fee; provided, that for the
avoidance of doubt, the foregoing shall not apply to (i) any arrangement disclosed in Holdings’ annual
report on form 10-K for the fiscal year ended February 3, 2018 or (ii) any employment arrangement between
any Loan Party and an individual Person who is also an employee of a Permitted Holder, so long as such
employment arrangements are (x) on terms that are fair and reasonable and comparable to terms provided
to employees in comparable positions for companies of a comparable size and no less favorable to such
Loan Party than it would obtain in a comparable arm’s length transaction with a Person that is not an
employee of a Permitted Holder, (y) in the case of any officer (as defined in Rule 16a-1 under the Securities
Exchange Act of 1934) or director of Holdings, any beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934) of more than 10.0% of Holdings’ Equity Interests or any Person that
ranks in the top five in compensation among all employees of the Loan Parties, approved by a majority of
disinterested members of the board of directors of Holdings in good faith and (z) arrangements fully
disclosed in writing to the Agent on or before the Effective Date.
(x) PATRIOT Act; Anti-Corruption. To the extent applicable, each Loan Party
is in compliance, in all material respects, with (i) AML Laws, (ii) the PATRIOT Act, (iii) the United States
Foreign Corrupt Practices Act of 1977 (the “FCPA”), and (iv) the Corruption of Foreign Public Officials
Act, as amended. No part of the proceeds of any credit extensions will be used, directly or, to the Loan
Parties’ knowledge, indirectly, for any payments to any governmental official or employee, political party,
official of a political party, candidate for political office, or anyone else acting in an official capacity, in
order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA.
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(y) Pension Plan Matters. None of Holdings, the Borrowers, any of their
respective Subsidiaries, nor any Permitted Holder or Significant Holder is an Affiliate of the Sears Holdings
Pension Plan. The Sears Holdings Pension Plan qualifies as an Eligible Assignee pursuant to the definition
thereof.
(z) Sanctions; OFAC. No Group Member, nor any of their respective directors,
officers, employees, agents or Affiliates, is a Sanctioned Person. Each Group Member has implemented
and maintains in effect policies and procedures designed to ensure compliance by each Group Member and
their respective directors, officers, employees, agents, and Affiliates, with applicable Sanctions. Each
Group Member and their respective directors, officers, and employees to the extent of their activities in
those capacities, and, to the knowledge of each Group Member, their respective agents and Affiliates, to
the extent of their activities in those capacities, is and at all times during the past five (5) years has been in
compliance with applicable Sanctions. No Group Member will, directly or, to their knowledge after due
inquiry, indirectly, use the proceeds of any credit extensions, or lend, contribute or otherwise make available
such proceeds to any Person in any manner that would directly or indirectly result in a violation of
applicable Sanctions by any Person.
(aa) Financing Orders.
(i) The applicable Financing Order is in full force and effect,

and has not been vacated, reversed, terminated, stayed, modified or amended in any manner
without the written consent of the Agent, acting reasonably.
(ii) Upon the occurrence of the Termination Date (whether by

acceleration or otherwise), the Agent shall, subject to Article VII and the applicable
provisions of the applicable Financing Order, be entitled to immediate payment of the
Obligations and to enforce the remedies provided for under this Agreement and the other
Loan Documents in accordance with the terms hereof, thereof and the applicable Financing
Order, in each case without further application to or order by the Bankruptcy Court.
(iii) If the applicable Financing Order is the subject of a pending

appeal in any respect, none of the applicable Financing Order, the extension of credit or
the performance by any Loan Party of any of its obligations under this Agreement or any
of the other Loan Documents shall be the subject of a presently effective stay pending
appeal. The Debtors, the Agent, the Collateral Agent and the Lenders shall be entitled to
rely in good faith upon the Final Financing Order, notwithstanding any objection thereto
or appeal therefrom by any interested party. The Debtors, the Agent, the Collateral Agent
and the Lenders shall be permitted and required to perform their respective obligations in
compliance with the Loan Documents notwithstanding any such objection or appeal, unless
the Final Financing Order has been stayed by a court of competent jurisdiction.
(bb) Security Interest. Upon entry of each of the Interim Financing Order and the
Final Financing Order, and subject to the DIP Intercreditor Agreement, each such Financing Order was or
shall be effective to create in favor of the Collateral Agent, for the benefit of the Lenders, a legal, valid
enforceable and perfected security interest in the Collateral and proceeds thereof, as and to the extent
contemplated by each such Financing Order, as described in this Agreement and the other Loan Documents.
(cc) Appointment of Trustee or Examiner; Liquidation. No order has been

entered in any of the Chapter 11 Cases (a) for the appointment of a Chapter 11 trustee, (b) for the
appointment of a responsible officer or examiner (other than a fee examiner) having expanded powers
(beyond those set forth under sections 1106(a)(3) and (4) of the Bankruptcy Code) under section 1104 of
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the Bankruptcy Code or (c) to convert any of the Chapter 11 Cases to a case under Chapter 7 of the
Bankruptcy Code or to dismiss any of the Chapter 11 Cases.
(dd) No Other Insolvency Proceeding. None of the Loan Parties is a debtor in

any Insolvency Proceeding.
(ee) Superpriority Claims; Liens. Upon the entry of each of the Interim
Financing Order and the Final Financing Order, each such Financing Order and the Loan Documents are
sufficient to provide the superpriority claims and security interests and Liens on Collateral of the Loan
Parties described in, and with the priority provided in, the Financing Orders and the Loan Documents, as
applicable.
(ff) Non-Subsidiary Guarantor Entities. Since August 4, 2018, no Loan Party

has transferred any assets to any Specified Subsidiary other than as reported in filings with the SEC made
prior to the Petition Date.
(gg) Approved Budget. The Borrowers have heretofore furnished to the Agent
the Approved Budget and such Approved Budget was prepared in good faith upon assumptions that the
Borrowers believed to be reasonable assumptions on the date of delivery of the then-applicable Approved
Budget. To the knowledge of the Borrowers, no facts exist that (individually or in the aggregate) would
result in any material change in the Approved Budget.
(hh) Reorganization Matters.
(i) The Chapter 11 Cases were commenced on the Petition

Date in accordance with applicable law and proper notice thereof was given for (i) the
motion seeking approval of the Loan Documents and the Interim Financing Order and Final
Financing Order, (ii) the hearing for the entry of the Interim Financing Order, and (iii) the
hearing for the entry of the Final Financing Order. The Debtors have given, on a timely
basis as specified in the Interim Financing Order, all notices required to be given to all
parties specified in the Interim Financing Order.
(ii) After the entry of the Interim Financing Order, and pursuant
to and to the extent permitted in the Interim Financing Order and the Final Financing Order,
the Obligations will constitute allowed administrative expense claims in the Chapter 11
Cases having priority over all administrative expense claims and unsecured claims against
the Loan Parties now existing or hereafter arising, of any kind whatsoever, including all
administrative expense claims specified in any provision of the Bankruptcy Code or
otherwise, as provided under section 364(c)(l) of the Bankruptcy Code, subject to the
Carve-Out and the priorities set forth in the Interim Financing Order or Final Financing
Order, as applicable.
(iii) After the entry of the Interim Financing Order and pursuant
to and to the extent provided in the Interim Financing Order and the Final Financing Order,
the Obligations will be secured by a valid and perfected Lien on all of the Collateral subject,
as to priority, only to the Carve-Out to the extent set forth in the Interim Financing Order
and the Final Financing Order and with the lien priority set forth in the Final Financing
Order and the DIP Intercreditor Agreement.
(iv) Notwithstanding the provisions of section 362 of the

Bankruptcy Code, and subject to the applicable provisions of the Interim Financing Order
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or the Final Financing Order, as the case may be, upon the maturity (whether by
acceleration or otherwise) of any of the Obligations, the Agent and Lenders shall be entitled
to immediate payment of such Obligations and to enforce the remedies provided for
hereunder or under applicable law, without further notice, motion or application to, hearing
before, or order from, the Bankruptcy Court.
ARTICLE VI
COVENANTS
Section 6.01 Affirmative Covenants. So long as any Term Loans or other Obligation
(other than contingent indemnification obligations for which no claim shall have then been asserted) shall
remain unpaid, or any Lender shall have any Term Commitment hereunder, each of Holdings and the
Borrowers will, and will cause each of their Subsidiaries to:
(a) Compliance with Laws, Etc. (i) Comply in all respects with all applicable
Requirements of Law, such compliance to include compliance with ERISA and Environmental Laws
(which compliance includes taking any required actions with respect to the release or threatened release of
Hazardous Materials), except for such non-compliance as would not reasonably be expected to have a
Material Adverse Effect, and (ii) comply in all material respects with the Bankruptcy Code and any order
of the Bankruptcy Court.
(b) Payment of Taxes, Etc. Except as excused by the Bankruptcy Code, file all
Tax returns required in accordance with applicable law, pay and discharge before the same shall become
delinquent, (i) all Taxes, assessments and governmental charges or levies imposed upon it or upon its
property (ii) all payments required to be made to any Pension Plan, and (iii) all lawful claims that, if unpaid,
might by law become a Lien upon its property; provided, that neither Holdings, the Borrowers nor any of
their Subsidiaries shall be required to file any Tax return if such non-filing would not be reasonably
expected to have a Material Adverse Effect or pay or discharge any such Tax, assessment, charge or claim
(x) that is being contested in good faith and by proper proceedings and as to which appropriate reserves are
being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes
enforceable against its other creditors, (y) if such non-payments, either individually or in the aggregate,
would not be reasonably expected to have a Material Adverse Effect or (z) for which payment is excused
under the Bankruptcy Code.
(c) Maintenance of Insurance. (i) Maintain insurance with responsible and

reputable insurance companies or associations in such amounts and covering such risks as is consistent with
prudent business practice; provided, that Holdings, the Borrowers and their Subsidiaries may self-insure to
the extent consistent with prudent business practice; provided, further, that policies maintained with respect
to any Collateral located at a warehouse or DC shall provide coverage for Inventory at (x) the retail selling
price of such Inventory less any permanent markdowns, consistent with the Loan Parties’ past practices, or
(y) another selling price permitted by the Collateral Agent in its Permitted Discretion.
(ii) None of the Credit Parties shall be a co-insurer with any

Loan Party or any other Person with respect to any fire and extended coverage policies
maintained with respect to any Collateral without the prior written consent of the Collateral
Agent. Fire and extended coverage policies maintained with respect to any Collateral shall
be endorsed or otherwise amended to include a non-contributing lenders’ loss payable
clause, in form and substance reasonably satisfactory to the Collateral Agent, which
endorsements or amendments shall provide that the insurer shall pay all proceeds otherwise
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payable to the Loan Parties under the policies directly to the Collateral Agent, as its
interests may appear.
(iii) Within thirty (30) days following delivery of written notice

from the Agent to Holdings, Holdings shall notify the insurers and use commercially
reasonable efforts to have such policies amended to include such other provisions as the
Collateral Agent may reasonably require from time to time to protect the interests of the
Credit Parties. Commercial general liability policies shall be endorsed to name the
Collateral Agent as additional insureds, as their interests may appear. Each certificate
delivered by the Loan Parties’ insurance broker with respect to each property and liability
insurance policy referred to in this Section 6.01(c) shall also provide that such policy shall
not be canceled, modified or not renewed other than upon not less than ten (10) days’ prior
written notice thereof by the insurance broker to the Collateral Agent.
(iv) The Borrowers shall deliver to the Collateral Agent, prior to

the cancellation, modification or non-renewal of any such policy of insurance, evidence of
renewal or replacement of a policy previously delivered to the Collateral Agent, including
an insurance binder therefor, together with evidence satisfactory to the Collateral Agent of
payment of the premium therefor and, upon request of the Agent, a copy of such renewal
or replacement policy. In the event that the Borrowers fail to maintain any such insurance
as required pursuant to this Section 6.01(c), the Agent may obtain such insurance on behalf
of the Borrowers and the Loan Parties shall reimburse the Agent as provided herein for all
costs and expenses in connection therewith; the Agent’s obtaining of such insurance shall
not be deemed a cure or waiver of any Default or Event of Default arising from the Loan
Parties’ failure to comply with the provisions of this Section 6.01(c).
(v) The Borrowers shall cause each property insurance policy

with respect to any Real Property to be endorsed or otherwise amended to include a
“standard” lender’s loss payable endorsement, in form and substance reasonably
satisfactory to the Collateral Agent; deliver a certificate of insurance with respect to such
Real Property to the Collateral Agent; and deliver to the Collateral Agent, prior to or
concurrently with the cancellation or nonrenewal of any such policy of insurance covered
by this clause (v), a copy of a renewal or replacement (or other evidence of renewal of a
policy previously delivered to the Agent) insurance certificate with respect thereto.
(vi) If any building or mobile home on any improved Real

Property is at any time located in an area identified by the Federal Emergency Management
Agency (or any successor agency) as a special flood hazard area (each a “Special Flood
Hazard Area”) with respect to which flood insurance has been made available under the
Flood Insurance Laws, (i) maintain, or cause to be maintained, with a financially sound
and reputable insurer, flood insurance in an amount and otherwise sufficient to comply
with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws
and (ii) deliver to the Agent evidence of such compliance in form and substance reasonably
acceptable to the Agent.
(d) Preservation of Corporate Existence, Etc. Preserve and maintain its

corporate existence, material rights (charter and statutory) and franchises unless otherwise consented to by
the Agent in its reasonable discretion.
(e) Inspection Rights. In addition to the Agent’s and the Collateral Agent’s
rights under Section 6.01(k) and Section 8.02(b) hereof, subject to reasonable confidentiality limitations, at
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any reasonable time and from time to time but not more frequently than once per month (or at any time if
an Event of Default has occurred and is continuing), permit the Agent, the Collateral Agent, the Lead Lender
or any Lender Professionals, at the Loan Parties’ expense, to (i) visit, enter onto, and inspect any of the
Real Property (subject to the rights of tenants under their leases and provided that, except after the
occurrence of an Event of Default, such visits and inspections may include access to any Real Estate
included in the Collateral to conduct non-intrusive and non-invasive environmental assessments to the
satisfaction of the Agent, and environmental sampling, testing or investigation); provided, such Persons
shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with
and disruption to the normal business operations of tenants under their lease, and (ii) examine and make
copies of and abstracts from the records and books of account of, and visit the properties of, Holdings, the
Borrowers and any of their Subsidiaries, and to discuss the affairs, finances and accounts of Holdings, the
Borrowers and any of their Subsidiaries, as the case may be, with any of their officers or directors and with
their independent certified public accountants.
(f) Keeping of Books. Keep proper books of record and account, in which full
and correct entries shall be made of all financial transactions and the assets and business of Holdings, the
Borrowers and each Subsidiary in accordance with GAAP in effect from time to time, and each Loan Party
shall promptly furnish to the Agent, the Collateral Agent, the Lead Lender or any Lender Professional such
copies of such books and records or extracts therefrom as the Agent, such Collateral Agent, the Lead Lender
or such Lender Professional as applicable, may reasonably request, and the Agent, the Collateral Agent or
any Lender Professional may use any of such Loan Party’s personnel, equipment, supplies and premises as
may be reasonably necessary for the foregoing, during normal business hours and, if an Event of Default
exists or has occurred and is continuing, for the collection and realization of Collateral.
(g) Maintenance of Properties, Etc. Except as otherwise permitted pursuant to

Section 6.02(b), or where the failure to do so, either individually or in the aggregate, would not be
reasonably expected to have a Material Adverse Effect, maintain and preserve all of its properties that are
used or useful in the conduct of its business in good working order and condition, ordinary wear and tear
excepted.
(h) Transactions with Affiliates. Conduct all transactions otherwise permitted

under this Agreement with any of their Affiliates on terms that are fair and reasonable and no less favorable
to Holdings, the applicable Borrower or their respective Subsidiaries than it would obtain in a comparable
arm’s-length transaction with a Person not an Affiliate other than transactions solely between or among the
Loan Parties; provided, that the foregoing shall not prohibit (i) any Loan Party or any Subsidiary thereof
from entering into employment arrangements with its officers and retention and other agreements with
officers and directors pursuant to the reasonable requirements of its business or (ii) any transactions set
forth on Schedule 6.01(h) hereto.
(i) Further Assurances.
(i) Subject to the DIP Intercreditor Agreement, with respect to

any Collateral acquired after the Effective Date by any Group Member that is or is required
to become a Loan Party hereunder, promptly (i) execute and deliver to the Collateral Agent
such amendments to the Guarantee and Collateral Agreement or such other documents as
the Collateral Agent may reasonably request in order to grant to the Collateral Agent, for
the benefit of the Credit Parties, a security interest in such property and (ii) take all actions
as the Collateral Agent may reasonably request to grant to the Collateral Agent, for the
benefit of the Credit Parties, a perfected security interest in such property with the priority
required herein, including the filing of Uniform Commercial Code financing statements in
such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law
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or as may be requested by the Collateral Agent and the delivery of Blocked Account and
other control agreements as may be reasonably requested by the Collateral Agent.
(ii) With respect to any new Domestic Subsidiary which is

created or acquired after the Effective Date by any Group Member and which owns any
Collateral, subject to the DIP Intercreditor Agreement, promptly (and in any event within
10 Business Days of the date such Person becomes a Subsidiary) cause such new Domestic
Subsidiary to (i) become a party to the Guarantee and Collateral Agreement, (ii) take such
actions as the Collateral Agent may reasonably request to grant to the Collateral Agent for
the benefit of the Credit Parties a security interest, with the priority and perfection required
herein, in the Collateral described in the Guarantee and Collateral Agreement held by such
new Domestic Subsidiary, including, to the extent applicable, the filing of Uniform
Commercial Code financing statements in such jurisdictions as may be required by the
Guarantee and Collateral Agreement or by law or as may be reasonably requested by the
Collateral Agent and the delivery of Blocked Account and other control agreements, (iii)
if requested by the Collateral Agent, deliver to the Collateral Agent an officer’s certificate
with respect to such Domestic Subsidiary in form and substance reasonably satisfactory to
the Collateral Agent, and (iv) if requested by Collateral Agent, deliver to the Collateral
Agent legal opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.
(iii) The Borrowers shall notify the Collateral Agent ten (10)
Business Days prior to the opening of any new deposit account in which funds of any of
the Loan Parties are concentrated, or the commencement of concentrating funds in an
existing deposit account that is not subject to a Blocked Account Agreement, and, subject
to the DIP Intercreditor Agreement, if requested by the Collateral Agent, the Borrowers
shall deliver or cause to be delivered a Blocked Account Agreement reasonably satisfactory
in form and substance to the Collateral Agent upon the opening of, or commencement of
concentrating funds in, such account (unless such account is a Utility Deposit Adequate
Assurance Account).
(iv) [reserved].
(v) Subject to the DIP Intercreditor Agreement, with respect to

any Real Property upon which the Collateral Agent request a Mortgage (which requests
shall be limited such that there will be no more than twenty (20) Mortgages in effect at any
time, unless an Event of Default has occurred and is continuing, in which case there shall
be no such limit on such requests by the Collateral Agent) within ninety (90) days after
such request (but in no event prior to the Borrower receiving confirmation from the Agent
that flood insurance due diligence and compliance in accordance with Section 6.01(i)(v)(1)
has been completed) or such longer period as may be agreed by the Collateral Agent in its
reasonable discretion, the Borrower shall, or shall cause the applicable Loan Party to, grant
to the Collateral Agent a Mortgage on such Real Property, subject to no Liens except
Permitted Liens, and record such Mortgage in the land records of the county in which such
Real Property is located, and cause each such Loan Party to pay, in full, all mortgage
recording taxes, fees and other charges required to be paid in connection with such
recording, registration or filing of the Mortgage. Unless otherwise waived by the Collateral
Agent or the applicable Lender (solely with respect to clause (i)(v)(2) below), with respect
to each such Mortgaged Property, the Borrowers shall cause the following requirements to
be satisfied with respect to the applicable Mortgaged Property:
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(1) the Collateral Agent shall have received, with

respect to each Mortgaged Property, the Flood Documentation;
(2) the Collateral Agent shall have received:
(A) counterparts of each Mortgage to be

entered into with respect to each such Mortgaged Property duly executed
and delivered by the record owner of such Mortgaged Property and
suitable for recording, registering or filing (together with any other forms
or undertakings that are required or customary to effect such recording,
registration or filing) in the land records of the county in which such
Mortgaged Property is located; and
(B) with respect to the Mortgage

encumbering each such Mortgaged Property, opinions of local counsel
regarding the enforceability of such Mortgage and such other matters
customarily covered in real estate mortgage counsel opinions as the Agent
may reasonably request, if and to the extent, and in such form, as local
counsel customarily provides such opinions as to such other matters; and
(3) the Agent shall have received:
(A) a policy or policies or marked up

unconditional binder of title insurance (“Title Policy”), in the amount of
the fair market value of the respective Mortgaged Property, issued by a
nationally recognized title insurance company (“Title Insurer”) insuring
the Lien of each Mortgage as a valid Lien on the Mortgaged Property
described therein, free of any other Liens except Permitted Liens and with
the lien priority as set forth in the Final Financing Order and the DIP
Intercreditor Agreement, together with such customary endorsements,
coinsurance and reinsurance as the Agent may reasonably request and
which are available at commercially reasonable rates in the jurisdiction
where the applicable Mortgaged Property is located, and
(B) a survey of each Mortgaged Property

(including all improvements, easements and other customary matters
thereon reasonably required by the Agent), as applicable, for which all
necessary fees (where applicable) have been paid, which (A) complies in
all material respects with the minimum detail requirements of the
American Land Title Association and American Congress of Surveying
and Mapping as such requirements are in effect on the date of preparation
of such survey and (B) is sufficient for such Title Insurer to remove all
standard survey exceptions from the title insurance policy relating to such
Mortgaged Property or otherwise reasonably acceptable to the Agent;
provided, that so long as the Title Insurer shall accept the same to eliminate
the standard survey exceptions from such policy or policies, in lieu of a
new or revised survey Borrowers may provide a “no material change”
affidavit with respect to any prior survey for the respective Mortgaged
Property (which prior survey otherwise substantially complies with the
foregoing survey requirements) (a “Survey”).
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(j) Reporting Requirements. Furnish to the Agent, for delivery to the Lenders:
(i) as soon as available and in any event within 30 days (or, in

the case of a fiscal month that ends on the same day as the end of a fiscal quarter, 45 days)
after the end of each fiscal month of each fiscal year of Holdings, (a) the consolidated
balance sheet of Holdings and its Subsidiaries and the consolidated balance sheet of
Holdings and its Domestic Subsidiaries as of the end of such month and consolidated
statements of income and cash flows of Holdings and its Subsidiaries and the consolidated
statements of income and cash flows of Holdings and its Domestic Subsidiaries for the
period commencing at the end of the previous fiscal year and ending with the end of such
month, duly certified (subject to year-end audit adjustments) by an Authorized Officer of
Holdings as having been prepared in accordance with GAAP and (b) a Compliance
Certificate;
(ii) as soon as available and in any event within 45 days after

the end of each of the first three fiscal quarters of each fiscal year of Holdings, (a) the
consolidated balance sheet of Holdings and its Subsidiaries and the consolidated balance
sheet of Holdings and its Domestic Subsidiaries as of the end of such quarter and
consolidated statements of income and cash flows of Holdings and its Subsidiaries and the
consolidated statements of income and cash flows of Holdings and its Domestic
Subsidiaries for the period commencing at the end of the previous fiscal year and ending
with the end of such quarter, duly certified (subject to year-end audit adjustments) by an
Authorized Officer of Holdings as having been prepared in accordance with GAAP and (b)
a Compliance Certificate (the Borrowers being permitted to satisfy the requirements of
clause (ii)(a) by delivery, in the manner provided in Section 9.02(b), of its quarterly report
on form 10-Q (or any successor form), as filed with the SEC so long as the financial
statements contained therein satisfy the requirement of this clause (ii));
(iii) as soon as available and in any event within 90 days after

the end of each fiscal year of Holdings, (a) a copy of the annual audit report for such year
for Holdings and its Subsidiaries, containing the consolidated balance sheet of Holdings
and its Subsidiaries as of the end of such fiscal year and consolidated statements of income
and cash flows of Holdings and its Subsidiaries for such fiscal year, in each case reported
on without a “going concern” or like qualification or exception (other than a “going
concern” qualification, exception or paragraph of emphasis solely as a result of the Chapter
11 Cases and Debt maturing thereafter), or qualification arising out of the scope of the
audit, by its Board-appointed auditor of national standing, (b) a consolidated balance sheet
of Holdings and its Domestic Subsidiaries as of the end of such fiscal year and consolidated
statements of income and cash flows of Holdings and its Domestic Subsidiaries for such
fiscal year duly certified by an Authorized Officer of Holdings as having been prepared in
accordance with GAAP, and (c) a Compliance Certificate (the Borrowers being permitted
to satisfy the requirements of clause (iii)(a) by delivery, in the manner provided in Section
9.02(b), of its annual report on form 10-K (or any successor form), as filed with the SEC,
so long as the financial statements contained therein satisfy the requirement of this clause
(iii));
(iv) not later than the 10th day of every month (or such later date
in such month as the DIP ABL Loan Agent may agree pursuant to the DIP ABL Facility),
an updated inventory appraisal;
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(v) promptly and in any event within five days after any
Authorized Officer of Holdings or any Borrower has knowledge of the occurrence and
continuance of a Default or Event of Default, a statement of an Authorized Officer of
Holdings or such Borrower setting forth details of such Default or Event of Default and the
action that Holdings or such Borrower has taken and proposes to take with respect thereto;
(vi) promptly after the sending or filing thereof, copies of all

quarterly and annual reports and proxy solicitations that Holdings sends to its public
security holders generally, and copies of all reports on form 8-K (or its equivalent) and
registration statements for the public offering (other than pursuant to employee Plans) of
securities that Holdings or any of its Subsidiaries files with the SEC or any national
securities exchange;
(vii) promptly after the commencement thereof, notice of all

actions and proceedings before any court, governmental agency or arbitrator affecting
Holdings, the Borrowers or any of their Subsidiaries of the type described in Section
5.01(g);
(viii) as soon as available, but in any event no later than 60 days

after the end of each fiscal year of Holdings, forecasts prepared by management of
Holdings for Holdings and its Domestic Subsidiaries in form satisfactory to the Agent and
containing information reasonably required by the Agent;
(ix) (A) contemporaneously with the delivery of the reports

required pursuant to clauses (ii) and (iii) above, a report (which may take the form of a
footnote to Holdings’ quarterly and annual reports filed with the SEC and delivered to the
Agent) setting forth the estimated Unfunded Pension Liability of Holdings and its
Subsidiaries, and (B) promptly after receipt thereof by the Loan Parties, a copy of the
funded status report received from the Loan Parties’ actuaries with respect to amounts to
be funded under the Loan Parties’ Pension Plan;
(x) promptly, notice of any event that the Loan Parties

reasonably believes has resulted in or could reasonably be expected to result in a Material
Adverse Effect;
(xi) [reserved];
(xii) within twenty (20) days (or such later date as the Agent may
reasonably agree in its sole discretion) of any request by the Agent, new title commitments
for any owned Designated Real Estate (which requests shall be limited to Designated Real
Estate that constitutes top 90% of owned real estate by value);
(xiii) promptly following any request therefor, information and

documentation reasonably requested by the Agent or any Lender for purposes of
compliance with applicable “know your customer” and anti-money-laundering rules and
regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership
Regulation;
(xiv) promptly, notice of (i) the filing or commencement of, or

any written threat or notice of intention of any Person to file or commence, any Adverse
Proceeding not previously disclosed in writing by a Borrower to the Agent, or (ii) any
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material development in any Adverse Proceeding that would reasonably be expected to

have a Material Adverse Effect, or that seeks to enjoin or otherwise prevent the
consummation of, or to recover any damages or obtain relief as a result of, the transactions
contemplated hereby;
(xv) concurrently with the delivery to the DIP ABL Loan Agent
or the lenders under the DIP ABL Credit Agreement, copies of any report or other
information required to be delivered thereto pursuant to the terms of the DIP ABL Credit
Agreement to the extent such report or information is not otherwise required to be delivered
to the Agent or Lenders hereunder (including, without limitation, any borrowing base
certificate and supporting information related thereto);
(xvi) promptly, but in any event no later than five (5) Business
Days of such change, notice of any change in the board of directors (or similar governing
body) of Holdings, the Borrowers or Sears, Roebuck and Co.;
(xvii) as soon as practicable and, in any event, at least three (3)

Business Days or such shorter period as agreed to by the Agent in its reasonable discretion
in advance of filing with the Bankruptcy Court or delivering to any official committee
appointed in any of the Chapter 11 Cases (or the professionals to such committee) or to the
U.S. Trustee, as the case may be, copies of all Material Documents, and engage in good
faith consultation with the Agent, the Collateral Agent and their respective advisors prior
to filing such documents to the extent reasonably possible under the circumstances;
(xviii) as soon as available, copies of all formal proposals, letters

of interest, letters of intent, bids, agreements and any final proposed definitive
documentation for the sale of any or all of the Loan Parties’ assets (other than sales of
inventory in the ordinary course of business) or for any investment pursuant to which
additional capital is to be received by the Loan Parties;
(xix) promptly upon request by the Collateral Agent, a status

report and updated information relating to any sale permitted under the Loan Documents,
in form and substance acceptable to the Collateral Agent in its reasonable discretion.
(xx) such other information respecting Holdings, the Borrowers

or any of their Subsidiaries, as the Agent, the Collateral Agent or any Lender through the
Agent may from time to time request.
Reports and financial statements required to be delivered by the Borrowers pursuant to clauses
(ii)(a), (iii)(a) and (vii) of this subsection (j) shall be deemed to have been delivered on the date on which
Holdings causes such reports, or reports containing such financial statements, to be posted on the Internet
at www.sec.gov or at such other website identified by the Borrowers in a notice to the Agent and the Lenders
and that is accessible by the Lenders without charge.
(k) Collateral Monitoring and Review. Upon the request of the Agent, the
Collateral Agent, or the Required Lenders, after reasonable notice and during normal business hours, permit
the Agent, the Collateral Agent, the Lead Lender or any Lender Professional to conduct appraisals,
commercial finance examinations and other evaluations, including, without limitation, of any Real Estate
included in the Collateral. The Borrowers shall pay the reasonable out-of-pocket fees and expenses of the
Agent, the Collateral Agent, the Lead Lender or any Lender Professional in connection with three
commercial finance examinations each fiscal year (which the Agent, the Collateral Agent, the Lead Lender
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or such Lender Professional shall be obligated to undertake for the benefit of the Credit Parties).
Notwithstanding the foregoing, the Agent, the Collateral Agent or any Lender Professional, in each case,
upon request from the Lead lender or the Lead Lender may cause additional commercial finance
examinations to be undertaken (A) as each in its Permitted Discretion deems necessary or appropriate, at
its own expense, and (B) if required by applicable law or if a Default or an Event of Default has occurred
and is continuing, in each case, at the expense of the Borrowers. Any inventory appraisal or commercial
finance examination requested by the Agent, Collateral Agent, the Lead Lender or any Lender Professional
shall be scheduled at such time as the Collateral Agent, in consultation with the Borrowers, may agree in
order to minimize any disruption to the conduct of the Borrowers’ business.
(l) Landlord Waivers, Access Agreements and Customs Broker Agreements.

Unless otherwise provided for in the Financing Orders to Agent’s reasonable satisfaction and subject in all
respect to the DIP Intercreditor Agreement, (i) obtain from each lessor that is a Group Member, and use
commercially reasonable efforts to obtain from each lessor that is not a Group Member, leasing a DC at
which Collateral is located to a Loan Party, consents, approvals, Lien waivers and rights to access and
occupy each such DC (including, without limitation, to take possession and dispose of any Collateral from
each such DC upon the occurrence and during the continuance of an Event of Default) reasonably
satisfactory to Agent; (ii) obtain from each Subsidiary of Holdings owning a DC at which Collateral is
located, consents, approvals, Lien waivers and rights to access and occupy each such DC (including,
without limitation, to take possession and dispose of the Collateral from each such DC upon the occurrence
and during the continuance of an Event of Default) reasonably satisfactory to the Agent; (iii) use
commercially reasonable efforts to cause each Loan Party’s customs brokers to deliver an agreement
(including, without limitation, a Customs Broker Agreement) to the Agent covering such matters and in
such form as the Agent may reasonably require; and (iv) with respect to any property or assets subject to
the Lien of a third party use commercially reasonable efforts to cause the holder of such Lien to enter into
an agreement reasonably satisfactory to the Agent, permitting the Agent to use such property and assets, at
no cost or expense to the Agent, in connection with the disposition of any of the Collateral by the Agent
during the continuance of an Event of Default.
(m) Cash Management.
(i) With respect to any existing account control agreement, the

Agent shall rely on the Financing Orders for purposes of establishing control with respect
to the deposit accounts set forth on Schedule 6.01(m) and within 60 days after opening any
additional deposit account (other than any Excluded Account, the Carve-Out Account, the
Luxottica Reserve Account, the Winddwon Account and the Utility Deposit Adequate
Assurance Accounts), the applicable Loan Party shall enter into a Blocked Account
Agreement, subject to the DIP Intercreditor Agreement.
(ii) Subject to the DIP Intercreditor Agreement, and after the

discharge of the Senior DIP Obligations, the Loan Parties shall ACH or wire transfer daily
to a Blocked Account all amounts on deposit in each DDA of such Loan Party, other than
Excluded Accounts, the Carve-Out Account, the Luxottica Reserve Account, the
Winddown Account and the Utility Deposit Adequate Assurance Accounts; provided that
such covenant shall not apply to any minimum balance as may be required to be kept in
the subject DDA by the depository institution at which such DDA is maintained. Subject
to the DIP Intercreditor Agreement, and after the discharge of the Senior DIP Obligations,
the Loan Parties shall ACH or wire transfer daily to a Blocked Account all proceeds of any
of the Collateral except as provided in Section 6.01(n). All swept funds shall be
conclusively presumed to be Collateral and proceeds of Collateral and the Agent, the
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Collateral Agent and the Lenders shall have no duty to inquire as to the source of the
amounts on deposit in any DDA or Blocked Account.
(iii) Subject to the DIP Intercreditor Agreement, and after the

discharge of the Senior DIP Obligations, upon the request of the Agent, deliver to the Agent
copies of credit card notifications (each, a “Credit Card Notification”) substantially in
the form attached hereto as Exhibit H and Third Party Payor Notifications (each, a “Third
Party Payor Notification”) substantially in the form attached hereto as Exhibit I, in each
case executed on behalf of such Loan Party and addressed to such Loan Party’s Credit Card
Processors and Third Party Payors, as applicable, listed in the Perfection Certificate. To
the extent that any Loan Party hereafter engages a Credit Card Processor other than the
Credit Card Processors listed in the Perfection Certificate, or a Third Party Payor other than
the Third Party Payors listed in the Perfection Certificate, such Loan Party shall promptly
furnish written notice thereof to the Agent and, upon the request of the Agent, subject to
the DIP Intercreditor Agreement, and after the discharge of the Senior DIP Obligations,
shall deliver to the Agent an executed Credit Card Notification or Third Party Payor
Notification, as applicable, with respect to such Credit Card Processor or Third Party
Payor. Subject to the DIP Intercreditor Agreement, and after the discharge of the Senior
DIP Obligations, the Agent may deliver such Credit Card Notifications and Third Party
Payor Notifications to the applicable Credit Card Processors and Third Party Payors at any
time.
(iv) Subject to the DIP Intercreditor Agreement, and after the

discharge of the Senior DIP Obligations, each Blocked Account Agreement shall require
the ACH or wire transfer no less frequently than daily to the Term Loan Collateral
Account, of all cash receipts and collections held in each applicable Blocked Account (net
of any minimum balance, not to exceed $25,000 (or such greater amount with the consent
of the Agents not to be unreasonably withheld), as may be required to be kept in the subject
Blocked Account by the Blocked Account Bank), including, without limitation, the
following:
(1) all available cash receipts from the sale of Inventory

and other Collateral other than as set forth in Section 6.01(n);
(2) all proceeds of any of the Collateral, including all

payments due from Credit Card Processors and the collections of receivables, including
Pharmacy Receivables and Credit Card Accounts Receivable;
(3) all proceeds from any casualty or other insured

damage to, or any taking under power of eminent domain or by condemnation or similar
proceeding of any Collateral other than as set forth in Section 6.01(n); and
(4) all Net Proceeds from any equity issuance by or

capital contribution to any Loan Party or its Subsidiaries.
The Borrowers shall be deemed to have complied with the provisions of this clause (iv) if they
cause the ACH or wire transfer daily of all funds which an Authorized Representative of the
Borrowers in good faith believes to be the amount deposited in the Blocked Accounts in excess of
$25,000 (or such greater amount as permitted above in this clause (iv)).
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(v) The Term Loan Collateral Account shall at all times be

under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge
and agree that (i) the Loan Parties have no right of withdrawal from the Term Loan
Collateral Account, (ii) the funds on deposit in the Term Loan Collateral Account shall at
all times be collateral security for all of the Obligations, and (iii) the funds on deposit in
the Term Loan Collateral Account shall be applied as provided in this Agreement. In the
event that, notwithstanding the provisions of this Section 6.01(m), any Loan Party receives
or otherwise has dominion and control of any such proceeds or collections, such proceeds
and collections shall be held in trust by such Loan Party for the Agent, shall not be
commingled with any of such Loan Party’s other funds or deposited in any account of such
Loan Party and shall, not later than the Business Day after receipt thereof, be deposited
into the Term Loan Collateral Account or dealt with in such other fashion as such Loan
Party may be instructed by the Agent. The amounts deposited into the Term Loan Collateral
Account which consist of Net Proceeds shall be applied to the prepayment of the Term
Loans and other Obligations then outstanding; and any remaining amounts will be released
and transferred to a deposit account of the Loan Parties as the Borrowers shall direct.
(vi) Upon the request of the Agent, the Loan Parties shall cause
bank statements and/or other reports to be delivered to the Agent not less often than
monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure
the proper transfer of funds as set forth above.
(n) Disposition of Prepetition Unencumbered Assets. Subject to the

Financing Orders, the Borrowers shall apply any Net Proceeds of the sale of Prepetition Unencumbered
Assets (A) first, to fund the Winddown Account, until the Winddown Account Funding Condition has
been satisfied, (B) second, to fund the Prepetition Unencumbered Assets Proceeds Account; provided
that upon Discharge of Senior DIP Obligations (as defined in the DIP Intercreditor Agreement), such
Prepetition Unencumbered Assets Proceeds Account shall be subject to the control of the Agent; and
(C) third, upon Discharge of Senior DIP Obligations, to an account of the Agent (the ”Term Loan
Collateral Account”) to be designated by the Agent in writing, with an amount equal to the amount
required to repay the Obligations to be held as cash collateral for the exclusive benefit of the Agent and
the Lenders as security for the Obligations and applied by Agent to repay the Obligations; provided, that,
notwithstanding the foregoing, after the Winddown Account Funding Condition has been satisfied all Net
Proceeds of the Specified Collateral shall be distributed to fund the Prepetition Unencumbered Assets
Proceeds Account and to fund the Term Loan Collateral Account, shared on a 46.15%/53.85% basis
between the Prepetition Unencumbered Assets Proceeds Account and the Term Loan Collateral Account,
respectively; provided, further, that in no event shall the Loan Parties permit the Winddown Account to
hold cash or any other property in excess of the amount required to satisfy the Winddown Account
Funding Condition.
(o) Physical Inventories. Cause physical inventories and periodic cycle counts
to be undertaken, at the expense of the Loan Parties, conducted by such inventory takers and following such
methodology as may be satisfactory to the Collateral Agent in its Permitted Discretion. The Collateral
Agent, the Lead Lender or any Lender Professional designated by the Lead Lender, at the expense of the
Loan Parties, may participate in and/or observe each scheduled physical count of Inventory which is
undertaken on behalf of any Loan Party. The Loan Parties, within five (5) days following the completion
of any such inventory, shall provide the Collateral Agent, the Lead Lender or any Lender Professional, as
applicable, with a reconciliation of the results of such inventory (as well as of any other physical inventory
or cycle counts undertaken by a Loan Party) and shall post such results to the Loan Parties’ stock ledgers
and general ledgers, as applicable.
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(p) Winddown Budget. The Borrowers shall make available to the Agent a
winddown budget in form and substance reasonably satisfactory to the Agent not later than November 30,
2018 (or such later date as the Agent may agree in its reasonable discretion).
(q) Case Milestones; Go Forward Plan. Holdings and the Borrowers shall:
(i) comply with each of the covenants set forth on Schedule

6.01(q)(i) (the “Case Milestones”) upon the terms and at the times set forth therein; and
(ii) (A) comply with the Borrowers’ Go Forward Plan attached

hereto as Schedule 6.01(q)(ii), including the material terms of any binding agreement for a
Specified Sale Transaction or Specified Store Closing Sales or any of the documents or
agreements executed in connection therewith in all material respects and (B) consummate
each Specified Sale Transaction and or the Specified Store Closing Sale strictly in
accordance with the material terms of the documents or agreements executed in connection
therewith; in each case in accordance with the applicable timing referred to thereon (or
such later dates as approved in writing by the Agent and the Collateral Agent) and subject
to documentation (including, without limitation, motions and orders) in form and substance
satisfactory to the Agent in its reasonable discretion (without any waiver or amendment to
such documents or agreements unless consented to in writing by the Agent), in each case,
other than as a result of a consummation of a higher or better transaction as contemplated
by the applicable bid procedures.
(r) Debtor Advisors; Cooperation; Status Calls.
(i) The Debtors shall continuously retain during the term of this
Agreement (i) a chief restructuring officer (the “Chief Restructuring Officer”), (ii) a
restructuring advisor (the “Restructuring Advisor”), (iii) a financial advisor (the
“Financial Advisor”), and (iv) Jones Lang LaSalle Americas, Inc ., a consultant with
respect to Dispositions of Real Property (the “Real Estate Consultant”). The retention of
the Financial Advisor, the Restructuring Advisor, the Chief Restructuring Officer and the
Real Estate Consultant shall be on terms and conditions (including as to scope of
engagement) satisfactory to the Agent in its discretion. The Agent and the Collateral Agent
hereby confirm that (i) Mohsin Y. Meghji is an acceptable Chief Restructuring Officer, (ii)
M-III Partners, LP is an acceptable Restructuring Advisor, (iii) Lazard Freres & Co. LLC
is an acceptable Financial Advisor, (iv) Jones Lang LaSalle Americas, Inc. is an acceptable
Real Estate Consultant and (v) the terms of each of their engagements as filed with the
Bankruptcy Court prior to the date hereof are acceptable. In addition, in connection with
the closure of any additional Stores referred to in clause (c) of the definition of “Specified
Store Closing Sale” the Debtors, on a competitive basis after the solicitation of reasonably
detailed proposals from potential Liquidation Agents to be submitted to the Debtors
(subject to maintenance of “Chinese walls” between any Affiliate of the Agent submitting
such proposal as a potential Liquidation Agent and the Agent) no later than December 10,
2018, shall retain, no later than December 14, 2018, subject to their fiduciary duty to the
bankruptcy estate to maximize value, an independent, nationally recognized, professional
retail inventory liquidation firm that provides full liquidation services in consultation with
the Agent (the “Liquidation Agent”; the Liquidation Agent, together with the Financial
Advisor, the Restructuring Advisor, the Real Estate Consultant and the Chief Restructuring
Officer, each a “Debtor Advisor” and collectively, the “Debtor Advisors”). If any Debtor
Advisor in any of the above roles ceases to be retained, the Debtors will retain a new Debtor
Advisor in such role, which new Debtor Advisor (other than the Liquidation Agent) shall
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be satisfactory to the Collateral Agent in its discretion and, in the case of the Liquidation
Agent, such Liquidation Agent shall be retained in consultation with the Agent, within 5
Business Days (which period may be extended with the approval of the Agent and the
Collateral Agent in its discretion) of such cessation. The Debtors shall provide the Agent
and the Collateral Agent and their respective advisors with reasonable access to the Debtor
Advisors.
(ii) The Loan Parties shall fully cooperate with the Debtor
Advisors, including, without limitation, in connection with the preparation of the Approved
Budget and other reporting or information required to be delivered pursuant to this
Agreement, and shall grant them full and complete access to the books and records of the
Loan Parties. The Loan Parties hereby (i) authorize the Agent, the Collateral Agent, the
Lead Lender or any Lender Professional to communicate directly with the Debtor Advisors
regarding any and all matters related to the Debtors and their Affiliates, including all
financial reports and projections developed, reviewed or verified by any Debtor Advisor,
Store closing information and all additional information, reports and statements reasonably
requested by the Agent, the Collateral Agent, the Lead Lender or such Lender Professional
and (ii) authorize and direct each Debtor Advisor to provide the Agent, the Collateral
Agent, the Lead Lender or any Lender Professional with copies of reports and other
information or materials prepared or reviewed by such Debtor Advisor as the Agent, the
Collateral Agent, the Lead Lender or such Lender Professional may reasonably request.
(iii) The Borrowers shall arrange for weekly (unless waived by

the Lead Lender in its reasonable discretion) status calls with the Agent, the Collateral
Agent, the Lead Lender and any Lender Professional, and shall cause the Debtor Advisors
(or other appropriate agents or advisors to the Loan Parties) to participate, together with
financial officers of the Loan Parties, to discuss (A) the Approved Budget or the Budget
Variance Reports and/or any other reports or information delivered pursuant to clause (j)
above or Section 6.03 hereof or otherwise, (B) the financial operations and performance of
the Loan Parties’ business, (C) the status of landlord negotiations, (D) the status of any
Specified Store Closing Sales, (E) the status of the Chapter 11 Cases generally, (F) progress
in achieving compliance with the Case Milestones and the Go Forward Plan, (G) updates
with respect to Dispositions of Real Property (including a roll forward of leases) or (H)
such other matters relating to the Debtors as the Agent, the Collateral Agent, the Lead
Lender or any Lender Professional shall reasonably request.
(s) Leases.
(i) Make all payments and otherwise perform all obligations,

in all material respects, other than to the extent permitted by the Bankruptcy Code, in
respect of all Leases to which any Loan Party or any of its Subsidiaries is a party and
otherwise in accordance with the Approved Budget, (ii) keep all Leases in full force and
effect and not allow such Leases to lapse or be terminated or any rights to renew such
Leases to be forfeited or cancelled, and (iii) promptly notify the Collateral Agent of any
material default by any party with respect to any Leases and cooperate with the Collateral
Agent in all respects to cure any such default, except, in each case, with respect to Leases
relating to Store locations subject to Specified Store Closing Sales after the date of the
effectiveness of the rejection of the applicable Leases.
(ii) Other than with respect to Leases relating to any Specified

Store Closing Sale, obtain the prior express consent of the Agent, in connection with (A)
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commencing a marketing and sales process with respect to any Leases or (B) assuming,
assuming and assigning, or rejecting Leases. Furthermore, any notice, motion, bidding and
auction procedures, sale order, sale agreement and/or any other related documents that are
prepared in connection with the Agent granting consent under clause (A) or (B) above shall
be in form and substance reasonably satisfactory to the Agent.
(t) Certain Other Bankruptcy Matters.
(i) Holdings, the Borrowers and their Subsidiaries shall

comply (i) in all respects, after entry thereof, with all of the requirements and obligations
set forth in the Financing Orders, the Cash Management Order and the Employee Wage
Order, and each order of the Bankruptcy Court, as each such order may be amended with
the consent of the Agent, and (ii) all other obligations and responsibilities as debtors-in-
possession under the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure.
(ii) Holdings and the Borrowers shall provide as soon as

reasonably practicable but in any event no later than three (3) Business Days’ (or such
shorter notice acceptable to the Agent in its discretion) prior written notice to the Agent
and its advisors of its intent to file any motion or notice to assume or reject any of
Holdings’, any Borrower’s or any Subsidiary’s material contracts or material non-
residential real property leases pursuant to section 365 of the Bankruptcy Code, and no
such contract or lease shall be assumed or rejected, if such assumption or rejection
adversely impacts the Collateral, any Liens thereon or any Junior DIP Facility
Superpriority Claims payable therefrom (including, without limitation, any sale or other
disposition of Collateral or the priority of any such Liens or Junior DIP Facility
Superpriority Claims) if the Agent informs Holdings and the Borrowers in writing within
two (2) Business Days of receipt of the notice from Holdings and the Borrowers referenced
above that it objects to such assumption or rejection, as applicable.
(iii) Holdings, the Borrowers and each of the Subsidiaries

hereby irrevocably waive any right, pursuant to section 364(c) or 364(d) of the Bankruptcy
Code or otherwise, to grant any Lien of equal or greater priority than the Liens securing
the Obligations, or to approve a claim of equal or greater priority than the Junior DIP
Facility Superpriority Claims, other than as expressly set forth in a Financing Order.
(iv) Each Loan Party shall promptly and diligently oppose all
motions filed by Persons in the Bankruptcy Court to lift the Automatic Stay on Collateral
with a fair market value in excess of $1,000,000 (other than motions filed by the Agent
relating to the DIP Junior Facility or filed by the DIP ABL Loan Agent relating to the DIP
ABL Facility or by the Prepetition ABL Agent relating to the Prepetition First Lien ABL
Credit Agreement), all motions filed by Persons in the Bankruptcy Court to terminate the
exclusive ability of the Debtors to file a chapter 11 plan, and all other motions filed by
Persons in the Bankruptcy Court that, if granted, could reasonably be expected to have a
material adverse effect on the Agent or any Lender or any Collateral.
(v) Any and all Material Documents filed by the Debtors in the
Chapter 11 Cases shall be in form and substance satisfactory to the Agent.
(u) Certain Sanctions and AML Matters.
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(i) Each Group Member will use the proceeds of the Term
Loan only for the purposes described in Section 2.14, and ensure that no proceeds of the
Term Loan will be advanced or otherwise made available, directly or indirectly, by any
Group Member (i) for the purposes of funding any activity, business, or transaction with a
Sanctioned Person or in a Sanctioned Country, except as authorized by applicable
Sanctions, or (ii) that would result in the violation of applicable Sanctions or AML Laws
by any Person.
(ii) Each Group Member will (a) maintain in effect and enforce
policies and procedures reasonably designed to ensure compliance by each Group Member
and each of their respective directors, officers, employees, and agents with applicable
Sanctions and AML Laws, and (b) conduct the business of such Group Member in
compliance with applicable Sanctions and AML Laws.
(v) The Borrowers shall, and shall cause each of the applicable Loan Parties
to, satisfy the requirements set forth on Schedule 6.01(v) on or before the date specified in such schedule
for such requirement or, in each case, on such later date agreed by Agent in its reasonable discretion.
Section 6.02 Negative Covenants. So long as any Term Loan or other Obligation
(other than contingent indemnification obligations for which no claim shall have then been asserted) shall
remain unpaid, or any Lender shall have any Term Commitment hereunder, each of Holdings and the
Borrowers will not, and will not permit any of their Subsidiaries to:
(a) Liens, Etc. Create or suffer to exist any Lien upon property of Holdings,
the Borrowers or any Subsidiary other than Permitted Liens.
(b) Fundamental Changes. Merge into or consolidate with any other Person, or
permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether
now owned or hereafter acquired), or liquidate or dissolve, except that any Subsidiary of Holdings may sell,
transfer, lease or otherwise dispose of its assets pursuant to a Specified Store Closing Sale or a Specified
Sale Transaction.
(c) Acquisitions. Make any Acquisition.
(d) Restricted Payments. Declare or make, or agree to pay or make, directly or

indirectly, any Restricted Payment, except that, if at the time thereof no Event of Default shall exist and be
continuing, Subsidiaries of Holdings may declare and pay dividends to Holdings, the Borrowers or any
Subsidiary Guarantor.
(e) Negative Pledge Clauses. Enter into or suffer to exist or become effective
any agreement that prohibits or limits the ability of Holdings or any Subsidiary of Holdings to create, incur,
assume or suffer to exist any Lien in favor of the Collateral Agent upon the Collateral (as defined in the
Guarantee and Collateral Agreement and other Security Documents in effect from time to time, and
including assets which become Collateral pursuant to Section 6.01(n)), whether now owned or hereafter
acquired.
(f) Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or

become effective any consensual encumbrance or restriction on the ability of any Subsidiary of Holdings
to (a) make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any
Debt owed to, Holdings or any other Subsidiary of Holdings, (b) make loans or advances to, or other
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investments in, Holdings or any other Subsidiary of Holdings, (c) transfer any of its assets to Holdings or
any other Subsidiary of Holdings or (d) grant Liens upon any of its properties or assets, whether now owned
or hereafter acquired, and allow for the pledge of its capital stock to secure the Obligations; except for such
encumbrances or restrictions existing as of the date hereof under or by reason of (i) any restrictions existing
under this Agreement and the other Loan Documents as of the date hereof; (ii) any restrictions with respect
to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the
disposition of all or any portion of the Equity Interests or assets of such Subsidiary so long as such
disposition is permitted by this Agreement; (iii) the provisions contained in any agreement governing
Postpetition Debt existing as of the date of this Agreement; (iv) customary provisions restricting subletting
or assignment of any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower
entered into in the ordinary course of business, (v) customary restrictions and conditions contained in the
documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or
conditions relate only to the specific asset subject to such Lien; (vi) customary provisions restricting
assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary
course of business, (vii) customary provisions restricting the assignment of licensing agreements,
management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries
in the ordinary course of business; (viii) restrictions on the transfer of assets securing purchase money
obligations and capitalized lease obligations so long as such obligations are permitted by this Agreement;
(ix) customary net worth provisions contained in real property leases entered into by Subsidiaries of any
Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions
could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their
ongoing obligations, (x) restrictions in respect of the Intellectual Property held by KCD IP, LLC and any
proceeds of the foregoing, and (xi) such other restrictions as the Agent may agree in its sole and absolute
discretion.
(g) Accounting Changes. Make or permit any change in accounting policies or

reporting practices, except as required by GAAP.
(h) [reserved].
(i) Dispositions.
(i) Make any Disposition except Permitted Dispositions.
(ii) Make any Permitted Dispositions pursuant to the De

Minimis Asset Sale Order which result in aggregate sale proceeds in excess of $5,000,000
without the prior written consent of the Collateral Agent in its sole and absolute discretion
(it being understood that this clause (ii) shall not have the effect of waiving any condition,
restriction or qualification to the ability of Holdings, the Borrowers or any of their
Subsidiaries to make any Disposition set forth in the definition of “Permitted Dispositions”
or the defined terms used therein).
(j) Debt; Prepayment of Debt.
(i) Create, incur, assume, suffer to exist or otherwise become

or remain liable with respect to any Debt, except Permitted Debt.
(ii) Purchase, redeem, defease or prepay any principal of,

premium, if any, interest or other amount payable in respect of any Debt (other than any
prepayment of the Obligations, which prepayment shall be governed by Section 2.08, and
other than any prepayment by any Specified Subsidiary or any Subsidiary that is not a
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Domestic Subsidiary of any Debt of a Specified Subsidiary or any Subsidiary that is not a
Domestic Subsidiary; provided, that such prepayment is not made with the proceeds of any
Investments made by any Loan Party in such Specified Subsidiary or such Subsidiary that
is not a Domestic Subsidiary) prior to its scheduled maturity.
(k) Investments. Make any Investments, except Permitted Investments.
(l) [reserved].
(m) Amendments to Certain Documents. (a) Amend or modify, or grant any

waiver or release under or terminate in any manner, the articles or certificate of incorporation or formation,
by laws, limited liability company operating agreement, partnership agreement or other organizational
documents of such Loan Party or Subsidiary (other than any Specified Subsidiary, so long as the Loan
Parties provide prior written notice of such amendment, modification, waiver, release or termination with
respect to any organizational document of any Specified Subsidiary); (b) amend or modify, or permit the
amendment or modification of, any provision of the Prepetition First Lien ABL Credit Agreement, the
Prepetition Second Lien Facilities or any agreement, document or instrument evidencing or relating thereto,
except to the extent expressly permitted by the DIP Intercreditor Agreement or Financing Order then in
effect; or (c) amend, modify or waive any provision of the DIP ABL Credit Agreement in a manner adverse
to the Agent and the Credit Parties unless as agreed by the Agent and the Required Lenders.
(n) Financing Orders. Notwithstanding anything to the contrary herein, use any
portion or proceeds of the Extensions of Credit or the Collateral, or disbursements set forth in the Approved
Budget, for payments or purposes that would violate the terms of any of the Financing Orders.
(o) Reclamation Claims. Enter into any agreement to return any of its Inventory
to any of its creditors for application against any Prepetition Debt, Prepetition trade payables or other
Prepetition claims under section 546(c) of the Bankruptcy Code or allow any creditor to take any setoff or
recoupment against any of its Prepetition Debt, Prepetition trade payables or other Prepetition claims based
upon any such return pursuant to section 553(b)(1) of the Bankruptcy Code or otherwise if, after giving
effect to any such agreement, setoff or recoupment, the aggregate amount applied to Prepetition Debt,
Prepetition trade payables and other Prepetition claims subject to all such agreements, setoffs and
recoupments since the Petition Date would exceed $7,500,000.
(p) Insolvency Proceeding Claims. Incur, create, assume, suffer to exist or

permit any other superpriority administrative claim which is pari passu with or senior to the claim of the
Agent or the Lenders against the Debtors, except as set forth in the applicable Financing Order.
(q) Bankruptcy Actions. Seek, consent to, or permit to exist, without the prior
written consent of the Agent and the Collateral Agent, any order granting authority to take any action that
is prohibited by the terms of this Agreement, the Financing Orders or the other Loan Documents or refrain
from taking any action that is required to be taken by the terms of this Agreement, the Financing Orders or
any of the other Loan Documents.
(r) Sanctions-Compliant Repayment of Obligations. Use, directly or, to

Borrowers’ knowledge after due inquiry, indirectly, any funds or assets derived from or used in any activity,
business, or transaction with a Sanctioned Person, in a Sanctioned Country, or that otherwise violates
applicable Sanctions, to repay or discharge any obligation under this Agreement.
Section 6.03 Approved Budget.
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(a) The use of Extensions of Credit by the Loan Parties under this Agreement
and the other Loan Documents and the use of cash collateral shall be limited in accordance with the
Approved Budget (subject to the Permitted Variance) and Section 2.14. The Approved Budget shall depict,
on a weekly and line item basis, (i) (A) projected cash receipts (including from asset sales), (B) projected
disbursements (including ordinary course operating expenses, bankruptcy-related expenses (including fees
and expenses of the professionals and advisors of the Debtors and the Creditors’ Committee (as defined in
the Interim Financing Order), and any other fees and expenses relating to the Loan Documents), (C)
projected Net Cash Flow, and (D) projected inventory receipts and levels, and (E) the projected Excess
Availability (ii) a report listing the Stores subject to Specified Store Closing Sales and the other remaining
Stores, and (iii) such other information requested by the Agent for the first thirteen (13) week period from
the Effective Date, and such Approved Budget shall be approved by, and in form and substance satisfactory
to, the Agent in its reasonable discretion (it being acknowledged and agreed that the Approved Budget is
approved by and satisfactory to the Agent in its reasonable discretion). The Approved Budget shall be
updated, modified or supplemented by the Borrowers (x) with the written consent of the Agent in its
reasonable discretion and (y) upon the request of Agent or the Collateral Agent from time to time (which
request may, without limitation, be made in connection with any Specified Transaction or the
commencement, or during the continuation, of the Specified Stores Closing Sales); provided, however, that
in the event the Agent, the Collateral Agent and the Loan Parties cannot agree as to an updated, modified
or supplemented budget, the then-current Approved Budget shall continue in effect, with weekly details for
any periods after the 13-week period covered by the then-current Approved Budget to be derived in a
manner satisfactory to the Agent and the Collateral Agent in their sole and absolute discretion based on the
then-current Approved Budget (each such period so approved, an “Extended Budget Period”), and such
disagreement shall give rise to an Event of Default upon the later of (x) the end of the period covered by
the then-current Approved Budget and (y) the end of the then-current Extended Budget Period. Each
Approved Budget delivered to the Agent and the Collateral Agent shall be accompanied by such supporting
documentation as reasonably requested by the Agent or the Collateral Agent. Each Approved Budget shall
be prepared in good faith, with due care and based upon assumptions which the Loan Parties believe to be
reasonable.
(b) The Borrowers shall comply with the Approved Budget, (subject to the
Permitted Variance), which compliance shall be tested on the Saturday of every second week (each, a
“Budget Testing Date”) commencing on December 1, 2018 for the Cumulative Four-Week Period then
ending pursuant to the Budget Variance Report delivered by the Borrowers to the Agent and the Collateral
Agent; provided, to the extent any amounts owed to professionals and vendors are permitted to be paid in
accordance with the foregoing covenant but are not actually paid during the subject period, such amounts
may be paid during a subsequent period.
(c) The Borrowers shall deliver to the Agent and the Collateral Agent, not later
than 5:00 p.m. on the Wednesday of each week (commencing with the first Wednesday following the
Effective Date) a Budget Certificate, and such Budget Certificate shall include such detail as is reasonably
satisfactory to the Agent, signed by an Authorized Officer of the Holdings and, in the case of certificates
delivered for the end of a Test Period, certifying that the Loan Parties are in compliance with the covenant
contained in Section 6.03(b), together with (A) a Rolling Budget, (B) a Weekly Flash Reporting Package
and (C) an Approved Budget Variance Report, each of which shall be prepared by the Borrower through
the last day of the Prior Week and the Cumulative Four Week Period, together with such other information
as may be reasonably requested by the Agent. The Borrowers shall supplement the Weekly Flash Reporting
Package and the Approved Budget Variance Report from time to time upon the request of the Agent. For
the avoidance of doubt, as part of the Weekly Flash Reporting Package, the Borrowers shall provide updated
information with respect to the Winddown Account including the aggregate (i) amount of cash contributed
to such account since it was established, (ii) disbursements that have been made from such account, if any,
since it was established, and (iii) any disbursements for the preceding week. The foregoing reporting
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requirements with respect to the Winddown Account may be supplemented from time to time upon the
request of the Agent.
(d) The Agent, the Collateral Agent and the Lenders (i) may assume that the
Loan Parties will comply with the Approved Budget, (ii) shall have no duty to monitor such compliance
and (iii) shall not be obligated to pay (directly or indirectly from the Collateral) any unpaid expenses
incurred or authorized to be incurred pursuant to any Approved Budget. The line items in the Approved
Budget for payment of interest, expenses and other amounts to the Agent, the Collateral Agent and the
Lenders are estimates only, and the Loan Parties remain obligated to pay any and all Obligations in
accordance with the terms of the Loan Documents and the applicable Financing Order regardless of whether
such amounts exceed such estimates. Nothing in any Approved Budget shall constitute an amendment or
other modification of any Loan Document or any of the other lending limits set forth therein.
ARTICLE VII
EVENTS OF DEFAULT
Section 7.01 Events of Default. If any of the following events (“Events of Default”)
shall occur and be continuing:
(a) Any Borrower shall fail to pay (i) any principal of any Term Loan when the
same becomes due and payable, or (ii) any interest or any fees on any Term Loan or Term Commitment, as
applicable, or (iii) any other amounts payable under this Agreement or any other Loan Document, in each
case under this clause (iii), within three (3) days after the same becomes due and payable; or
(b) Any representation or warranty made by any Loan Party under this
Agreement or in any other Loan Document, or in any other written statement furnished in connection with
to this Agreement or any other Loan Document, or the transactions contemplated thereby shall prove to
have been incorrect in any material respect when made or deemed made; or
(c) (i) Any Loan Party shall fail to perform or observe any term, covenant or
agreement contained in Section 6.01(c), (d), (e), (h), (j), (k), (n), (q), (r), (s), or (t), 6.02, or 6.03 of this
Agreement, (ii) any Loan Party shall fail to perform or observe any term, covenant or agreement contained
in Section 6.01(n) and such failure continues for more than one Business Day or (iii) any Loan Party shall
fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other
Loan Document, if such failure shall remain unremedied for thirty (30) days; or
(d) Any Loan Party shall fail to pay any principal amount on any postpetition
or unstayed Debt in an aggregate principal amount in excess of $25,000,000 that is outstanding (excluding
Debt outstanding hereunder) when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other
event shall occur or condition shall exist under any agreement or instrument relating to such postpetition or
unstayed Debt and shall continue after the applicable grace period, if any, specified in such agreement or
instrument, if the effect of such event or condition is to accelerate, or permit the “agent,” “trustee” or other
representative or required percentage of holders thereof to accelerate, the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be prepaid or redeemed, purchased or
defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made and is
accepted, in each case, other than (i) a scheduled prepayment, redemption or purchase, or (ii) a mandatory
prepayment, redemption or purchase, or a required offer to prepay, redeem or purchase, that results from
the voluntary sale or transfer of property or assets, unless such prepayment, redemption or purchase is not
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made on the date such prepayment, redemption or purchase is due), in each case, prior to the stated maturity
thereof; or there occurs under any Swap Contract an Early Termination Date (as defined in such Swap
Contract) resulting from any event of default under such Swap Contract as to which any Loan Party is the
Defaulting Party (as defined in such Swap Contract) and the Swap Termination Value owed by such Loan
Party as a result thereof is greater than $25,000,000; or
(e) A judgment or order for the payment of money (excluding (i) any “first day”
or “second day” orders or (ii) any other order fixing the amount of any claim in the Chapter 11 Cases, in
each case, to the extent such orders are in form and substance acceptable to the Agent in its sole and absolute
discretion) in excess of $25,000,000 (net of any portion of such judgment to be paid by a third-party insurer
as to which coverage has not been disputed) shall be rendered after the Petition Date against any Group
Member, which judgment or order is not automatically stayed or otherwise stayed pursuant to an order of
the Bankruptcy Court, and either (i) enforcement proceedings shall have been commenced by any creditor
upon such judgment or order or (ii) there shall be any period of 10 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;
or
(f) (i) Any Borrower or any of its ERISA Affiliates shall incur, or shall be
reasonably likely to incur administrative expense claims in excess of $25,000,000 in the aggregate (subject
to Section 7.01(p)) as a result of one or more of the following: (a) the occurrence of any ERISA Event; (b)
the partial or complete withdrawal of such Borrower or any of its ERISA Affiliates from a Multiemployer
Plan; or (c) the termination of a Multiemployer Plan; or (ii) the PBGC shall have obtained a valid and
perfected Lien on assets of any of the Loan Parties.
(g) Any of the Loan Documents or Prepetition Loan Documents shall cease, for
any reason, to be in full force and effect, or any Loan Party or any its Affiliate shall so state in writing, or
any Lien created by any of the Security Documents or Prepetition Loan Documents shall cease to be
enforceable and of the same effect and priority purported to be created thereby, including as a result of the
failure to comply with Section 5.4 of the Guarantee and Collateral Agreement; or
(h) Any acceleration of, or Event of Default (as defined in the DIP ABL
Facility) has occurred and is continuing under the DIP ABL Credit Agreement; or
(i) The entry of an order dismissing any of the Chapter 11 Cases of any Loan
Party with Material Assets or converting any of the Chapter 11 Cases of any Loan Party with Material
Assets to a case under chapter 7 of the Bankruptcy Code, or any filing by a Group Member of a motion or
other pleading seeking entry of such an order; or
(j) A trustee, responsible officer or an examiner having powers related to the

operation of the business (beyond those set forth under sections 1106(a)(3) and (4) of the Bankruptcy Code)
under Bankruptcy Code section 1104 (other than a fee examiner) is appointed or elected in the Chapter 11
Cases, a Debtor applies for, consents to, or acquiesces in, any such appointment, or the Bankruptcy Court
shall have entered an order providing for such appointment, in each case, without the prior written consent
of the Agent in its sole and absolute discretion; or
(k) (i) The entry of an order staying, reversing or vacating any Financing Order,
or (ii) modifying or amending the Financing Orders other than in form and substance satisfactory to the
Agent in its sole and absolute discretion, or (iii) modifying or amending the Financing Orders in a manner
adverse to the Credit Parties or (iv) the filing by a Debtor of an application, motion or other pleading seeking
entry of such an order without the prior written consent of the Agent in its sole and absolute discretion; or
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(l) The entry of an order in any of the Chapter 11 Cases denying or terminating
use of cash collateral by the Loan Parties; or
(m) The entry of an order in any of the Chapter 11 Cases granting relief from
any stay or proceeding (including, without limitation, the Automatic Stay) so as to allow a third party to
proceed with foreclosure against any assets of the Loan Parties in excess of $25,000,000; or
(n) The entry of an order in the Chapter 11 Cases charging any of the Collateral
or Prepetition ABL Collateral, in each case, under section 506(c) of the Bankruptcy Code against the Credit
Parties or the Prepetition Credit Parties or the commencement of other actions by any Group Member that
challenges the rights and remedies of any of the Credit Parties hereunder or under any of the other Loan
Documents or any of the Prepetition Credit Parties under the Prepetition First Lien ABL Credit Agreement
or any of the Loan Documents (as defined in the Prepetition First Lien ABL Credit Agreement) in any of
the Chapter 11 Cases or in a manner inconsistent with the Loan Documents; or
(o) Without the prior written consent of the Agent, and other than in respect of
the DIP Junior Facility and the Carve-Out or as permitted pursuant to the Loan Documents, the bringing of
any motion or taking of any action seeking entry of an order, or the entry of an order by the Bankruptcy
Court, in any of the Chapter 11 Cases (i) granting superpriority administrative expense status to any claim
pari passu with or senior to the claims of the Credit Parties hereunder and under the other Loan Documents,
(ii) permitting the Debtors to obtain financing under section 364 of the Bankruptcy Code, (iii) permitting
the Debtors to grant security interests or liens under section 364 of the Bankruptcy Code, (iv) permitting
the Debtors to use cash collateral under section 364 of the Bankruptcy Code, or (v) authorizing the Debtors
to take other actions adverse to any Credit Party or any Prepetition Credit Party or their rights and remedies
under the Loan Documents, the Prepetition First Lien ABL Credit Agreement or their interest in Prepetition
ABL Collateral or the Collateral under section 364 of the Bankruptcy Code; or
(p) The entry of any order terminating any Debtor’s exclusive right to file a plan
of reorganization or the expiration of any Debtor’s exclusive right to file a plan of reorganization without
the prior written consent of the Agent in its sole and absolute discretion; or
(q) There shall arise any superpriority claim in the Chapter 11 Case which is
pari passu with or senior to the priority of the Junior DIP Facility Superpriority Claims, except with respect
to the Carve-Out and as set forth in the Financing Orders; or
(r) The entry of any order in the Chapter 11 Cases which provides adequate
protection, or the granting by Debtor of similar relief in favor of any one or more of a Debtor’s prepetition
creditors, contrary to the terms and conditions of any Financing Order or the Loan Documents; or
(s) The making of any payments in respect of prepetition obligations other than
(i) as permitted by the Interim Financing Order and the Final Financing Order, (ii) as permitted by the Cash
Management Order or any other substantive order entered by the Bankruptcy Court, all of which shall be
in form and substance satisfactory to the Agent in its sole and absolute discretion acting in good faith, (iii)
as permitted by any administrative “first day order,” “second day order” or other administrative order
entered by the Bankruptcy Court, all of which shall be in form and substance satisfactory to the Agent in
its sole and absolute discretion acting in good faith, or (iv) as otherwise agreed to in writing by the Agent;
or
(t) Other than with respect to the Carve-Out, the Liens securing the DIP Junior
Facility and other than as provided in the Financing Orders, the Loan Parties shall create or incur, or the
Bankruptcy Court enters an order granting, any claim or lien which is pari passu with or senior to any Liens
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securing the “Obligations” under the DIP ABL Facility, or the Adequate Protection Liens and adequate
protection obligations granted under the Financing Orders; or
(u) Noncompliance by any Loan Parties or any of their Subsidiaries (or any
direct or indirect parent of any Loan Party) with the terms of the Financing Orders, as applicable, the Cash
Management Order or the Employee Wage Order in any material respect or in a manner adverse to the
Credit Parties; or
(v) The Loan Parties or any of their Subsidiaries (or any direct or indirect parent
of any Loan Party), or any person claiming by or through any of the foregoing, shall obtain court
authorization to commence, or shall commence, join in, assist, acquiesce to, or otherwise participate as an
adverse party in any suit or other proceeding (including any adversary proceeding) against the Agent, the
Collateral Agent or any of the Lenders regarding the DIP Junior Facility; or
(w) The Loan Parties or any of their Subsidiaries (or any of their direct or
indirect parents) shall file, propose, support, or fail to contest in good faith the filing or confirmation of a
chapter 11 plan that is not an Acceptable Plan of Reorganization or the entry of a confirmation order
approving such plan, or any order shall be entered that does not provide for release and exculpatory
provisions relating to the Credit Parties that are satisfactory to the Agent in its sole and absolute discretion;
or
(x) The Bankruptcy Court shall enter an order authorizing the sale of all or
substantially all of the assets of the Debtors or its Subsidiaries, other than pursuant to any Specified Sale
Transaction or the Specified Store Closing Sales, unless (i) such order contemplates repayment in full in
cash of the DIP Junior Facility upon consummation of the sale or (ii) consummated as part of an Acceptable
Plan of Reorganization; or
(y) The entry of an order in the Chapter 11 Cases avoiding or permitting

recovery of any portion of the payments made on account of the obligations under the DIP Junior Facility,
the Loan Documents, or related documents, or the taking of any action by any Debtor to challenge, support
or encourage a challenge of any such payments; or
(z) The Final Financing Order and the terms thereof shall cease to create a valid
and perfected security interest and lien on the Collateral; or
(aa) If the Final Financing Order does not include a waiver, in form and
substance satisfactory to the Agent in its sole and absolute discretion, of (A) the right to surcharge the
Collateral under section 506(c) of the Bankruptcy Code solely as to the Obligations, (B) any ability to limit
the extension under section 552(b) of the Bankruptcy Code of the liens of the Prepetition ABL Agent on
the Prepetition ABL Collateral to any proceeds, products, offspring, or profits of the Prepetition ABL
Collateral acquired by any Debtor after the Petition Date and (C) the doctrine of marshaling; or
(bb) An order in the Chapter 11 Cases shall be entered (i) charging any of the
Collateral under section 506(c) of the Bankruptcy Code against the Credit Parties (in their capacity as Credit
Parties), or (ii) limiting the extension under section 552(b) of the Bankruptcy Code of the Liens of the
Prepetition ABL Agent on the Prepetition ABL Collateral to any proceeds, products, offspring, or profits
of the Prepetition ABL Collateral acquired by any Debtor after the Petition Date;
(cc) The commencement by any Debtor of actions challenging the respective

rights and remedies of the Credit Parties under the Loan Documents in any of the Chapter 11 Cases or in a
manner inconsistent with any of the Loan Documents;
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(dd) The filing or support of any pleading by any Group Member seeking, or
otherwise consenting to, any relief the granting of which could reasonably be expected to result in the
occurrence of an Event of Default;
(ee) (i) Any “person” or “group” (as such terms are used in sections 13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or
its Subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) other than a Permitted Holder becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall
be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire
(such right, an “option right”), whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of 35% or more of the equity securities of Holdings entitled to vote for members
of the Board of Directors of Holdings on a fully-diluted basis (and taking into account all such securities
that such person or group has the right to acquire pursuant to any option right) and such “person” or “group”
shall beneficially own (as such term is used herein) a greater percentage of the equity Securities of Holdings
entitled to vote for members of the Board of Directors than the Permitted Holders shall, collectively,
beneficially own; or (ii) during any period of 12 consecutive months, a majority of the members of the
Board of Directors or other equivalent governing body of Holdings cease to be composed of individuals (x)
who were members of that board or equivalent governing body on the first day of such period, (y) whose
election or nomination to that board or equivalent governing body was approved by individuals referred to
in clause (x) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body or (z) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (x) and (y) above constituting at the time
of such election or nomination at least a majority of that board or equivalent governing body; or (iii)
Holdings shall cease for any reason to own, directly or indirectly, 100% of the Voting Stock of Sears and
Kmart;
(ff) The guarantee contained in Section 2 of the Guarantee and Collateral

Agreement shall cease, for any reason, to be in full force and effect or any Loan Party shall so state in
writing; or
(gg) A plan of reorganization shall be filed by the Obligors, or confirmed in any

of the Chapter 11 Cases, that is not the Acceptable Plan of Reorganization.
Section 7.02 Remedies. Upon the occurrence of any Event of Default, in each case
without further order or application of the Bankruptcy Court, the Agent may, and at the direction of the
Required Lenders, shall, take any and all of the following actions:
(a) declare the Term Commitment of each Lender to be terminated, whereupon

the same shall forthwith terminate provided that upon the occurrence of any Event of Default described in
clauses (k) – (gg) of Section 7.01, the Term Commitments shall automatically terminate; provided that such
termination shall be deemed rescinded to the extent it is determined by the Bankruptcy Court during the
Remedies Notice Period that no Event of Default has occurred and is continuing;
(b) declare the Term Loan, all interest thereon and all other amounts payable
under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Term
Loan, all such interest and all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the
Borrowers; provided, that upon the occurrence of any Event of Default, all such amounts and interest shall
automatically become due and payable, without presentment, demand protest or any notice of any kind, all
of which are hereby expressly waived by the Borrowers;
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(c) the termination of the Loan Documents as to any future liability or

obligation of the Agent and the Lenders, but without affecting any of the Collateral or the liability or
obligations of any Loan Party; subject to the Remedies Notice Period;
(d) exercise all rights and remedies available to it (whether as a secured creditor
or otherwise) under the DIP ABL Facility, this Agreement, the other Loan Documents, the Financing Orders
or applicable law (including, subject to the Remedies Notice Period, in respect of the Collateral);
(e) [reserved];
(f) subject to the Remedies Notice Period, (i) enter upon any premises on or in
which any of the Collateral may be located and take possession of the Collateral or complete processing,
manufacturing and repair of all or any portion of the Collateral, (ii) collect, foreclose, receive, appropriate,
setoff and realize upon any and all Collateral, (iii) remove any Collateral from any premises on or in which
the same may be located for the purpose of effecting the sale, foreclosure or other disposition thereof or for
any other purpose, (iv) exercise its unqualified right to credit bid up to the full amount of the outstanding
Obligations (including any accrued interest) in any sale of the Collateral (or any part thereof), without the
need for further Court order authorizing the same, and whether such sale is effectuated through section 363
or 1129 of the Bankruptcy Code, by a chapter 7 trustee under section 725 of the Bankruptcy Code, or
otherwise;
(g) take whatever other commercially reasonable action the Agent or the
Required Lenders may deem necessary or desirable for the protection of the interests of the Credit Parties
(including, subject to the Remedies Notice Period, in respect of the Collateral);
(h) declare a termination, reduction or restriction on the ability of the Loan

Parties to use any cash collateral; and/or
(i) subject to the Remedies Notice Period, with respect to any Event of Default
arising out of the failure of the Loan Parties to complete any material step in the Going Concern Sale Process
(as defined in the DIP Motion), direct any or all of the Loan Parties to sell or otherwise dispose of any or
all of the Collateral on terms and conditions acceptable to the Agent pursuant to section 363, section 365
and other applicable provisions of the Bankruptcy Code (and, without limiting the foregoing, direct any
Loan Party to assume and assign any lease or executory contract included in the Collateral to the Agent’s
designees in accordance with and subject to section 365 of the Bankruptcy Code).
provided, that (a) above shall be deemed rescinded to the extent it is determined by the Bankruptcy Court
during the Remedies Notice Period that no Event of Default has occurred and is continuing; provided,
further, that with respect to the enforcement of the Agent’s Liens or exercise of any other rights or remedies
with respect to the Collateral (including rights to set off or apply any amounts in any bank accounts that are
a part of the Collateral), the Agent shall provide the Loan Parties with at least seven (7) Business Days’
written notice prior to taking the action contemplated thereby; provided, further, that no Remedies Notice
Period shall be required for any exercise of rights or remedies (i) to block or limit withdrawals from any
bank accounts that are a part of the Collateral (including, without limitation, by sending any control
activation notices to depositary banks pursuant to any control agreement, subject to the proviso below) and
(ii) in the event the Obligations have not been repaid in full in cash on the Scheduled Termination Date.
All rights, remedies and powers granted to the Agent or Collateral Agent hereunder and
under the Loan Documents or the applicable Financing Orders, as applicable, are cumulative, not exclusive
and enforceable, in the Agent’s or such Collateral Agent’s discretion, alternatively, successively, or
concurrently. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or
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otherwise, for any right or remedy against any Loan Party under this Agreement or any other Loan
Documents, as applicable (including the exercise of any right of setoff, rights on account of any banker’s
lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise
commence any remedial procedures, with respect to the guaranties or any Collateral or any other property
of any such Loan Party, without the prior written consent of the Agent. The provisions of this paragraph
are for the sole benefit of the Lenders and the Agent and shall not afford any right to, or constitute a defense
available to, any Loan Party.
The exercise of the foregoing rights and remedies shall be subject to the terms of the DIP
Intercreditor Agreement.
Notwithstanding anything contained in the Loan Documents to the contrary, (x) in no event
shall the Lenders or the Agent be prevented from making any filing that may be required to toll the running
of any applicable statute of limitations or to preserve its rights to make a claim against any Loan Party and
(y) subject to the Carve Out, nothing hereunder shall obligate the Lenders to fund Term Loans upon the
occurrence or continuation of an Event of Default.
All rights, remedies and powers granted to the Agent hereunder, under the other Loan
Documents or under any Financing Order, as applicable, are cumulative, not exclusive and enforceable, in
the Agent’s discretion, alternatively, successively, or concurrently.
Section 7.03 Application of Proceeds. If an Event of Default shall have occurred and
be continuing and the Obligations shall have been accelerated, except as otherwise agreed by all Lenders,
the Agent shall apply all or any part of Proceeds constituting Collateral, whether or not held in the Term
Loan Collateral Account, and any proceeds of the guarantee set forth in Guarantee and Collateral
Agreement, in payment of the Obligations in the following order:
First, to pay all incurred and unpaid fees, expenses, including Extraordinary Expenses,
indemnities, and other amounts (including and fees, charges and disbursements of counsel to the Agent and
the Collateral Agent) payable to the Agent and the Collateral Agent (each in its capacity as such) under the
Loan Documents, pro rata among such Persons according to the amounts of such Obligations then due and
owing and remaining unpaid to each;
Second, to pay all incurred and unpaid expenses, indemnities, and other amounts payable
to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) under the
Loan Documents, pro rata among such Persons according to the amounts of such Obligations then due and
owing and remaining unpaid to each;
Third, to pay all accrued and unpaid interest on the Term Loan, and fees, payable to the
Lenders under the Loan Documents, pro rata among such Persons according to the amounts of such
Obligations then due and owing and remaining unpaid to each;
Fourth, to pay all the unpaid principal on the Term Loan pro rata among the Lenders
according to the amounts of such Obligations then due and owing and remaining unpaid to the Lenders;
Fifth, to pay all other amounts then due and owing and remaining unpaid in respect of the
Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing
and remaining unpaid to the Lenders; and
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Sixth, any balance remaining after the Obligations shall have been paid in full, and the
Term Commitments shall have terminated, shall be paid over to the Borrowers or to whomsoever may be
lawfully entitled to receive the same.
Section 7.04 Lift of Automatic Stay. Subject to the Order and the terms thereof, if any
Event of Default then exists, the Automatic Stay shall be modified or vacated to permit the Agent and the
Lenders to exercise all rights and remedies under this Agreement, the other Loan Documents or
applicable law, without notice, application or motion, hearing before, or order of the Bankruptcy Court.
Section 7.05 License; Cooperation. The Agent and the Collateral Agent are hereby
granted an irrevocable, non-exclusive, worldwide, fully assignable and sublicensable license or other right
to use, license or sub-license (without payment of royalty or other compensation to any Person) any or all
Intellectual Property, computer hardware and software, trade secrets, brochures, customer lists,
promotional and advertising materials, labels, packaging materials and other Property owned by any Loan
Party, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise
exercising any rights or remedies with respect to, any Collateral, including rights to commercialize and
exploit any Intellectual Property included in the Collateral for the purpose of enabling the Agent to
exercise all rights and remedies provided for in the Loan Documents, in each case after the occurrence,
and solely during the continuance, of an Event of Default. To the extent the Loan Parties may lawfully do
so, the Agent and the Collateral Agent (together with their respective agents, representatives and
designees) are hereby granted a non-exclusive right to have access to, and a rent-free right to use, any and
all owned or leased locations (including, without limitation, warehouse locations, distribution centers and
Store locations) for the purpose of arranging for and effecting the sale or disposition of Collateral,
including the production, completion, packaging and other preparation of such Collateral for sale or
disposition (it being understood and agreed that the Agent and its representatives (and persons employed
on their behalf), may continue to operate, service, maintain, process and sell the Collateral, as well as to
engage in bulk sales of Collateral). Upon the occurrence and the continuance of an Event of Default and
the exercise by the Agent, Collateral Agent or Lenders of their rights and remedies under this Agreement
and the other Loan Documents, the Loan Parties shall assist the Agent, the Collateral Agent and Lenders
in effecting a sale or other disposition of the Collateral upon such terms as are reasonably acceptable to
the Agent.
ARTICLE VIII
THE AGENT AND COLLATERAL AGENT
Section 8.01 Appointment. Each Lender hereby irrevocably designates and appoints
Cantor Fitzgerald Securities as Agent and Collateral Agent under this Agreement and the other Loan
Documents and the Financing Orders, and each such Lender irrevocably authorizes the Agent and the
Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to the Agent and the Collateral Agent, as applicable, by the terms of this Agreement
and the other Loan Documents, together with such other powers as are reasonably incidental thereto. For
clarity, and notwithstanding anything to the contrary contained in this Agreement and the other Loan
Documents, no consent of the Lenders shall be required to amend this Agreement or the Loan Documents
to (i) cause additional assets to become Collateral or to add additional Subsidiaries as guarantors of the
Obligations, or (ii) implement the provisions of Section 8.12, and the Agent and the Loan Parties shall be
entitled to execute any and all amendments necessary or desirable to accomplish any of the foregoing and
such amendments shall be binding on the other parties hereto. Notwithstanding any provision to the
contrary elsewhere in this Agreement, neither the Agent nor the Collateral Agent shall have any duties or
responsibilities, except those expressly set forth in this Agreement and the other Loan Documents to
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which it is a party, or any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Agent or the Collateral Agent.
Section 8.02 Delegation of Duties; Lender Advisors.
(a) Each of the Agent and the Collateral Agent may execute any of its duties under
this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. Neither the Agent nor the Collateral
Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by
it with reasonable care.
(b) Each of the Agent and the Collateral Agent, on behalf of each of them and
the Lenders, shall be entitled to retain (either directly or through counsel) upon request from the Lead
Lender any financial advisor, auditor or any other consultant the Agent and the Collateral Agent may deem
necessary (collectively, the “Lender Advisors”) to provide advice, analysis and reporting for the benefit
of the Agent, the Collateral Agent and the Lenders. The Loan Parties and their advisors shall grant access
to, and cooperate in all respects with, the Agent, the Collateral Agent, the Lenders, the Lender Advisors
and any other representatives of the foregoing and provide all information that such parties may reasonably
request in a timely manner. The Borrowers shall promptly pay upon demand all fees and expenses of each
Lender Advisor, and all such fees and expenses shall constitute Obligations and be secured by the Collateral.
All reports, determinations and other written and verbal information provided by the Lender Advisors shall
be confidential and no Loan Party shall be entitled to have access to same; provided, that the Loan Parties
shall be provided with a reasonable opportunity to review and respond to any written reports prepared by
the Lender Advisors to the extent that disclosure of any such written reports to the Loan Parties will not be
prejudicial to the Agent and the Lenders, as reasonably determined by each party
Section 8.03 Exculpatory Provisions. No Agent (for purposes of this Article VIII,
“Agent” and “Agents” shall mean the collective reference to the Agent, the Collateral Agent and any
other Lender designated as an “Agent” for purposes of this Agreement) nor any of their respective
Related Parties shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person
under or in connection with this Agreement or any other Loan Document (except to the extent that any of
the foregoing are found by a final and non-appealable decision of a court of competent jurisdiction to
have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in
any manner to any of the Lenders for any recitals, statements, representations or warranties made by any
Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in, or received by the Agents
under or in connection with, this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document
or for any failure of any Loan Party that is a party thereto to perform its obligations hereunder or
thereunder, or (iii) have any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents
that such Agent is required to exercise as directed in writing by the Required Lenders (or such other
percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents);
provided that such Agent shall not be required to take any action that, in its judgment or the judgment of
its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable
Requirements of Law. The Agents shall not be under any obligation to any Lender to ascertain or to
inquire as to the observance or performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.
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Section 8.04 Reliance by Agent. The Agent and Collateral Agent shall be entitled to
rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or
conversation believed by them to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel (including counsel to Holdings
or the Borrowers), independent accountants and other experts selected by the Agent. The Agent may
deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent and Collateral
Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other
Loan Document unless they shall first receive such advice or concurrence of the Required Lenders (or, if
so specified by this Agreement, all Lenders) as they deem appropriate and notwithstanding the
instructions of Required Lenders (or, if so specified by this Agreement, all Lenders), they shall have no
obligation to any Lender to take any action unless they shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense that may be incurred by them by reason of taking or
continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in accordance with a request
of the Required Lenders (or, if so specified by this Agreement, affected Lenders or all Lenders), and such
request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Term Loan.
Section 8.05 Notice of Default. The Agent and the Collateral Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the
Agent or the Collateral Agent has received notice from a Lender, Holdings or a Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such notice is a “notice of
default”. In the event that the Agent receives such a notice, the Agent shall give notice thereof to the
Lenders. The Agent and the Collateral Agent shall take such action with respect to such Default or Event
of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement,
affected Lenders or all Lenders); provided, that unless and until the Agent or the Collateral Agent shall
have received such directions, the Agent, in consultation with the Collateral Agent, may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.
Section 8.06 Non-Reliance on Agents and Other Lenders. Each Lender expressly
acknowledges that neither the Agent, the Collateral Agent nor any of their respective Related Parties have
made any representations or warranties to it and that no act by the Agent or the Collateral Agent hereafter
taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be
deemed to constitute any representation or warranty by the Agent or the Collateral Agent to any Lender.
Each Lender represents to the Agent and the Collateral Agent that it has, independently and without
reliance upon the Agent, the Collateral Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of, and investigation into, the business,
operations, property, financial and other condition and creditworthiness of the Loan Parties and their
Affiliates and made its own decision to make the Term Loan hereunder and enter into this Agreement.
Each Lender also represents that it will, independently and without reliance upon the Agent, the Collateral
Agent or any other Lender, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Agent or the Collateral Agent hereunder, the
Agent and the Collateral Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, operations, property, condition (financial or
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otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may
come into the possession of the Agent or the Collateral Agent or any of their respective Related Parties.
Section 8.07 Reports and Financial Statements. By signing this Agreement, each
Lender:
(a) is deemed to have requested that the Agent furnish such Lender, promptly
after they become available, copies of all financial statements and reports required to be delivered by the
Loan Parties hereunder and all commercial finance examinations and appraisals of the Collateral received
by the Collateral Agent (collectively, the “Reports”) (which the Agent and the Collateral Agent agree to so
deliver);
(b) expressly agrees and acknowledges that the Agent and the Collateral Agent
make no representation or warranty as to the accuracy of the Reports, and shall not be liable for any
information contained in any Report;
(c) expressly agrees and acknowledges that the Reports are not comprehensive
audits or examinations, that the Agent, the Collateral Agent or any other party performing any audit or
examination will inspect only specific information regarding the Loan Parties and will rely significantly
upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel;
(d) agrees to keep all Reports confidential in accordance with the provisions of
this Agreement;
(e) without limiting the generality of any other indemnification provision

contained in this Agreement, agrees: (i) to hold the Agent, the Collateral Agent, the Lender Professionals
and any such other Lender or Person preparing a Report harmless from any action the indemnifying Lender
may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with
any credit extensions that the indemnifying Lender has made or may make to the Borrowers, or the
indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend,
and hold the Agent, the Collateral Agent, the Lender Professionals and any such other Lender or Person
preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses,
and other amounts (including reasonable attorney costs) incurred by the Agent, Collateral Agent and any
such other Lender or Person preparing a Report as the direct or indirect result of any third parties who might
obtain all or part of any Report through the indemnifying Lender; and
(f) agrees that it shall not take or institute any actions or proceedings, judicial
or otherwise, for any right or remedy against any Loan Party under this Agreement or any other Loan
Documents or the Financing Orders, as applicable (including the exercise of any right of setoff, rights on
account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or
proceedings, or otherwise commence any remedial procedures, with respect to the guaranties or any
Collateral or any other property of any such Loan Party, without the prior written consent of the Agent. The
provisions of this paragraph are for the sole benefit of the Lenders and the Agent and shall not afford any
right to, or constitute a defense available to, any Loan Party.
Section 8.08 Indemnification of Agent Indemnitees.
(a) Indemnification. The Lenders agree to indemnify Agent Indemnitees (to the
extent not reimbursed by Holdings or the Borrowers and without limiting the obligation of Holdings or the
Borrowers to do so), ratably according to their respective Pro Rata Shares in effect on the date on which
indemnification is sought under this Section 8.08(a), from and against any and all liabilities, obligations,
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losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (whether before or after the payment of the Term Loan) be imposed on,
incurred by or asserted against any Agent Indemnitee in any way relating to or arising out of, the Term
Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or
omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided, that no
Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements to an Agent Indemnitee that are found
by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the such
Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive
the payment of the Term Loan and all other amounts payable hereunder. If any Agent Indemnitee is sued
by any receiver, trustee in bankruptcy, debtor-in-possession, the official committee of unsecured creditors,
or other Person for any alleged preference from a Loan Party or fraudulent transfer, then any monies paid
by such Agent Indemnitee in settlement or satisfaction of such proceeding, together with all interest, costs
and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to
such Agent Indemnitee by Lenders to the extent of each Lender’s Pro Rata share.
(b) Proceedings. Without limiting the generality of the foregoing, if at any

time (whether prior to or after the Termination Date) any proceeding is brought against any Agent
Indemnitees by a Loan Party, or any Person claiming through a Loan Party, to recover damages for any act
taken or omitted by Agent in connection with any Obligations, Collateral, Loan Documents or matters
relating thereto, or otherwise to obtain any other relief of any kind on account of any transaction relating to
any Loan Documents, each Lender agrees to indemnify and hold harmless the Agent Indemnitees with
respect thereto and to pay to the Agent Indemnitees such Lender’s Pro Rata share of any amount that any
Agent Indemnitee is required to pay under any judgment or other order entered in such proceeding or by
reason of any settlement, including all interest, costs and expenses (including attorneys’ fees) incurred in
defending same; provided, that no Lender shall be liable for payment of any such amount to the extent that
it is determined in a final, non-appealable judgment by a court of competent jurisdiction that such judgment,
order or settlement resulted from such Agent Indemnitees’ gross negligence or willful misconduct. In
Agent’s discretion, Agent may reserve for any such proceeding, and may satisfy any judgment, order or
settlement, from proceeds of Collateral prior to making any distributions of Collateral proceeds to Lenders
provided that it has not been determined in a final, non-appealable judgment by a court of competent
jurisdiction that such judgment, order or settlement resulted from any Agent Indemnitees’ gross negligence
or willful misconduct.
Section 8.09 Agent in Its Individual Capacity. Each Agent and its Affiliates may
make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as
though such Agent were not an Agent. With respect to its Term Loans made or renewed by it, each Agent
shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender
and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall
include each Agent in its individual capacity.
Section 8.10 Successor Agent.
(a) The Agent may resign as Agent upon 30 days’ notice to the Lenders and the
Borrowers. If the Agent shall resign as Agent under this Agreement and the other Loan Documents, then
the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, whereupon
such successor agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall
mean such successor agent effective upon such appointment, and the former Agent’s rights, powers and
duties as Agent shall be terminated, without any other or further act or deed on the part of such former
Agent or any of the parties to this Agreement or any holders of the Term Loan. If no successor agent has
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accepted appointment as Agent by the date that is 30 days following a retiring Agent’s notice of resignation,
the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall
assume and perform all of the duties of the Agent hereunder, until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. After any retiring Agent’s resignation as Agent, the
provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement and the other Loan Documents.
(b) The Collateral Agent may resign as Collateral Agent upon 30 days’ notice
to the Lenders and the Borrowers. The rights, duties and responsibilities of the Collateral Agent hereunder
are specific to Cantor Fitzgerald Securities, and upon (i) the resignation of any such Person as Collateral
Agent hereunder, or (ii) except as otherwise agreed by the Borrowers and the Agent (whose agreement shall
not be unreasonably withheld), the assignment of all of the rights, duties and obligations under this
Agreement in respect of its Term Commitment, the Term Loan and other amounts owing to it and any Note
or Notes held by it by any such Person, then such rights, duties and responsibilities of such Person as
Collateral Agent shall automatically terminate and be of no further force and effect; provided, that the
provisions of this Article VIII shall inure to such Person’s benefit as to any actions taken or omitted to be
taken by it while it was Collateral Agent under this Agreement and the other Loan Documents. Without
limiting the foregoing, no additional Collateral Agent shall be appointed hereunder without the prior written
consent of the Agent and the Borrowers.
Section 8.11 Defaulting Lenders.
(a) Adjustments. Notwithstanding anything to the contrary contained in this

Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a
Defaulting Lender, to the extent permitted by applicable law:
(i) Waivers and Amendments. Such Defaulting Lender’s right

to approve or disapprove any amendment, waiver or consent with respect to this Agreement
shall be restricted as set forth in the definition of “Required Lenders” and this Section 8.12.
(ii) Defaulting Lender Waterfall. Any payment of principal,

interest, fees or other amounts received by the Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise)
or received by the Agent from a Defaulting Lender pursuant to Section 9.05 shall be applied
at such time or times as may be determined by the Agent as follows: first, to the payment
of any amounts owing by such Defaulting Lender to the Agent hereunder; second, to the
payment on a pro rata basis of any amounts owing by such Defaulting Lender to Lenders
hereunder; third, as the Borrowers may request (so long as no Default or Event of Default
exists), to the funding of any Extension of Credit in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined
by the Agent; fourth, if so determined by the Agent and the Borrowers, to be held in a
deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential
future funding obligations with respect to Extensions of Credit under this Agreement; fifth,
to the payment of any amounts owing to the Non-Defaulting Lenders, as a result of any
judgment of a court of competent jurisdiction obtained by any Lender against such
Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under
this Agreement; sixth, so long as no Default or Event of Default exists, to the payment of
any amounts owing to the Borrowers as a result of any judgment of a court of competent
jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; and seventh, to such
Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided,
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that if (x) such payment is a payment of the principal amount of any Extension of Credit in
respect of which such Defaulting Lender has not fully funded its appropriate share, and (y)
such Term Loans were made at a time when the conditions set forth in Section 4.02 were
satisfied or waived, such payment shall be applied solely to pay the Extensions of Credit
owed to all Non-Defaulting Lenders on a pro rata basis prior to being applied to the
payment of any Obligations owed to, such Defaulting Lender until such time as all Term
Loans are held by the Lenders pro rata in accordance with the Term Commitments
hereunder without giving effect to Section 2.13.
(iii) Certain Fees. No Defaulting Lender shall be entitled to

receive any fee payable under Section 2.03 for any period during which that Lender is a
Defaulting Lender (and the Borrowers shall not be required to pay any such fee that
otherwise would have been required to have been paid to that Defaulting Lender).
(b) Consents. If a Lender becomes a Defaulting Lender, then, in addition to the

rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at
law or in equity, and not in limitation thereof, except as set forth in the last sentence hereof, such Defaulting
Lender’s right to participate in decision-making rights related to the Obligations in respect of Required
Lender votes, this Agreement or the other Loan Documents shall be suspended during the pendency of such
failure or refusal. Notwithstanding anything else provided herein, any amendment, waiver determination,
consent or notification under Section 9.01 that would (i) increase or extend the term of the Term
Commitment of a Defaulting Lender, (ii) reduce the principal amount of the Term Loan made by such
Defaulting Lender, (iii) alter the terms and conditions of this sentence or (iv) otherwise disproportionately
affect a Defaulting Lender, will require the consent of such Defaulting Lender.
(c) Defaulting Lender Cure. If the Borrowers, the Agent, and the Lenders agree
in writing that a Lender is no longer a Defaulting Lender, the Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth therein,
that Lender will, to the extent applicable, purchase at par that portion of outstanding Term Loans of the
other Lenders or take such other actions as the Agent may determine to be necessary, whereupon such
Lender will cease to be a Defaulting Lender; provided, that no adjustments will be made retroactively with
respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a
Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the
affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release
of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
Section 8.12 Certain ERISA Matters.
(a) Each Lender (x) represents and warrants, as of the date such Person became
a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the
date such Person ceases being a Lender party hereto, for the benefit of, each Agent (as defined in Section
8.03) and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Loan Party, that at least one of the following is and will be true:
(i) such Lender is not using “plan assets” (within the meaning
of section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with
the Extensions of Credit or the Term Commitments,
(ii) the transaction exemption set forth in one or more PTEs,

such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain
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transactions involving insurance company general accounts), PTE 90-1 (a class exemption
for certain transactions involving insurance company pooled separate accounts), PTE 91-
38 (a class exemption for certain transactions involving bank collective investment funds)
or PTE 96-23 (a class exemption for certain transactions determined by in-house asset
managers), is applicable with respect to such Lender’s entrance into, participation in,
administration of and performance of the Extensions of Credit, the Term Commitments
and this Agreement,
(iii) or (A) such Lender is an investment fund managed by a

“Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B)
such Qualified Professional Asset Manager made the investment decision on behalf of such
Lender to enter into, participate in, administer and perform the Extensions of Credit, the
Letters of Credit, the Term Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Extensions of Credit, the Term
Commitments and this Agreement satisfies the requirements of sub-sections (b) through
(g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance
into, participation in, administration of and performance of the Extensions of Credit, the
Term Commitments and this Agreement.
(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is
true with respect to a Lender, such Lender further (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party
hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agents and their
respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other
Loan Party, that none of the Agents or any of their respective Affiliates is a fiduciary with respect to the
assets of such Lender involved in the Extensions of Credit, the Term Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Agent under this Agreement,
any Loan Document or any documents related to hereto or thereto).
Section 8.13 Credit Bidding. The Credit Parties hereby irrevocably authorize the
Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations
(including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant
to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one
or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under
the provisions of the Bankruptcy Code of the United States, including under sections 363, 1123 or 1129
of the Bankruptcy Code of the United States, or any similar laws in any other jurisdictions to which a
Loan Party is subject, or (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt
conducted by (or with the consent or at the direction of) the Agent (whether by judicial action or
otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase,
the Obligations owed to the Credit Parties shall be entitled to be, and shall be, credit bid on a ratable basis
(with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the
acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount
proportional to the liquidated portion of the contingent claim amount used in allocating the contingent
interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the
acquisition vehicle or vehicles that are used to consummate such purchase); provided, that none of the
Credit Parties shall be allowed to credit bid any of the Obligations independently and all such credit bids
shall have to be submitted through, and administered by, the Agent, as set forth herein; provided, further,
that any such credit bid shall provide for payment in full in cash of all obligations secured by a senior
lien. In connection with any such bid and at the direction of the Required Lenders (i) the Agent shall be
authorized to form one or more acquisition vehicles to make a bid, and (ii) to adopt documents providing
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for the governance of the acquisition vehicle or vehicles (provided that any actions by the Agent with
respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests
thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the
termination of this Agreement and without giving effect to the limitations on actions by the Required
Lenders contained in Section 9.01 of this Agreement). To the extent that Obligations that are assigned to
an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being
higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the
amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be
reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any
acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall
automatically be cancelled, without the need for any Credit Party or any acquisition vehicle to take any
further action.
Section 8.14 Collateral Matters.
(a) Each Lender authorizes and directs the Agent and the Collateral Agent to
enter into, at the direction of the Required Lenders, the Security Documents and the DIP Intercreditor
Agreement for the benefit of the Credit Parties. Each Lender hereby agrees that, except as otherwise set
forth herein, any action taken by the Agent, Collateral Agent or the Required Lenders in accordance with
the provisions of this Agreement, the Security Documents, the DIP Intercreditor Agreement or any
agreement required in connection with the exercise by the Agent, the Collateral Agent or the Required
Lenders of the powers set forth herein or therein, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby
authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from
any Lender, from time to time, to take any action with respect to any applicable Collateral or Security
Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon
the Collateral granted pursuant to the Security Documents, though the Collateral Agent shall have no
obligation to take such actions. Each Lender agrees that it will not have any right individually to enforce or
seek to enforce any Security Document or to realize upon any Collateral for the Term Loans unless
instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies
may be exercised only by the Collateral Agent acting at the direction of the Required Lenders. The
Collateral Agent, at the direction of the Required Lenders, may grant extensions of time for the creation
and perfection of security interests in the Collateral or the obtaining of title insurance, legal opinions or
other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary
(including extensions beyond the Effective Date or in connection with assets acquired, or Subsidiaries
formed or acquired, after the Effective Date) where it determines that such action cannot be accomplished
without undue effort or expense by the time or times at which it would otherwise be required to be
accomplished by this Agreement or the Security Documents.
(b) The Lenders hereby authorize the Agent and the Collateral Agent to release
any Lien granted to or held by the Agent or the Collateral Agent, as applicable, on any Collateral (i) if
approved, authorized or ratified in writing by the Required Lenders (or such greater amount, to the extent
required by Section 9.01) or (ii) as otherwise may be expressly provided in the relevant Loan Documents.
Upon request by the Agent or the Collateral Agent, at any time, the Lenders will confirm in writing the
Agent’s or the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this
Section 8.14. The Borrowers shall deliver to the Agent, the Collateral Agent and the Lenders a certificate
of an Authorized Officer certifying that the execution and delivery of any such release documents are
authorized and permitted under the Loan Documents, and the Agent and the Collateral Agent may
conclusively rely on such certification without further inquiry.
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(c) Neither the Agent nor the Collateral Agent shall have any obligation
whatsoever to the Lenders to assure that the Collateral exists or is owned by any Borrower or any other
Loan Party or is cared for, protected or insured or that the Liens granted to the Agent or the Collateral
Agent, as applicable, herein or pursuant hereto have been properly or sufficiently or lawfully created,
perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue
exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights,
authorities and powers granted or available to the Agent and the Collateral Agent in this Section 8.14 or in
any of the Loan Documents.
(d) Notwithstanding any provision herein to the contrary, any Security

Document may be amended (or amended and restated), restated, waived, supplemented or modified as
contemplated by and in accordance with Section 9.01 with the written consent of the Agent or the Collateral
Agent, as applicable, party thereto, at the direction of the Required Lenders, and the Loan Party party
thereto.
ARTICLE IX
MISCELLANEOUS
Section 9.01 Amendments, Etc. No amendment or waiver of any provision of this

Agreement or any other Loan Document (other than the Agent Fee Letter, which may be amended by the
parties thereto), nor consent to any departure by any Borrower or any Loan Party therefrom, shall in any
event be effective unless the same shall be in writing and signed by the Required Lenders or by the Agent
at the direction of the Required Lenders, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided, that no amendment, waiver or
consent shall:
(a) unless in writing and also signed by each Lender directly affected thereby,
do any of the following: (i) increase the amount or extend the expiration date of any Lender’s Term
Commitment, (ii) reduce the principal of, or interest on, the Term Loan or any fees or other amounts payable
hereunder; provided, that only the consent of the Required Lenders shall be necessary to waive any
obligation of the Borrowers to pay interest, fees or other amounts at the default rate; or (iii) postpone any
date fixed for any payment of principal of, or interest on, the Term Loan or any fees or other amounts
payable hereunder (it being understood that the waiver of (or amendment to the terms of) any mandatory
prepayment shall not constitute a postponement of any date scheduled for the payment of principal or
interest);
(b) unless in writing and signed by all of the Lenders, do any of the following:
(i) change the percentage of the Term Commitments or of the aggregate unpaid principal amount of the
Term Loan or the number of Lenders, that shall be required for the Lenders or any of them to take any
action hereunder, (ii) other than in accordance with Section 9.13, release all or substantially all of the
Collateral or release all or substantially all of the guarantors from their obligations under the Guarantee and
Collateral Agreement, (iii) except as expressly permitted herein or in any other Loan Document,
subordinate the Liens granted hereunder or under the other Loan Documents, to any other Lien, (iv) amend
this Section 9.01, (v) amend the definitions of “Required Lenders” or (vi) release either Borrower from all
of its obligations hereunder or amend Section 9.07(j);
(c) unless in writing and signed by the Agent and the Collateral Agent (in
addition to the Lenders required above to take such action), as applicable, amend, modify or waive any
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provision of Article VIII or affect the rights or duties of the Agent and the Collateral Agent, as applicable,
under this Agreement or any other Loan Document;
(d) unless in writing and signed by the Agent and the Borrowers (but without
requiring the consent of any Lender), amend, waive or modify the provisions of Section 2.03(d).
Section 9.02 Notices, Etc.
(a) All notices and other communications provided for hereunder shall be in
writing (including telecopier communication) and mailed, telecopied or delivered, (i) if to Holdings, any
Borrower or any Subsidiary Guarantor, at its address at 3333 Beverly Road, Hoffman Estates, Illinois
60179, Attention: General Counsel, with a copy to Weil Gotshal & Manges LLP, 767 Fifth Avenue, New
York, New York 10153, Attention: Douglas Urquhart, Esq.; (ii) if to any Lender, at its address set forth
in its completed administrative questionnaire delivered to the Agent; (iii) if to Cantor Fitzgerald Securities
in its capacity as Agent or Collateral Agent, at its address at at 1801 N. Military Trail, Suite 202, Boca
Raton, FL 33431, Attention: N. Horning (Sears), Telecopier: (646) 219-1180, e-mail:
[email protected], and at 900 West Trade Street, Suite 725, Charlotte, NC 28202, Attention: Bobbie
Young (Sears), Telephone: (704) 374-0574, Telecopier: (646) 390-1764, e-mail: [email protected],
with a copy (which shall not constitute notice) to Norton Rose Fulbright US LLP, 1301 Avenue of the
Americas, New York, NY 10019, Attention: H. Stephen Castro, Telecopier: (212) 318-3400, Telephone:
(212) 318-3147, e-mail: [email protected] or (iv), if to any other Lender, at such
address as shall be designated by such party in a written notice to the other parties and, as to each other
party, at such other address as shall be designated by such party in a written notice to the Borrowers
and the Agent; provided, that notices required to be delivered pursuant to Section 6.01(j)(i), (iii),
(iv), and (vi) shall be delivered to the Agent and the Lenders as specified in Section 9.02(b). All
such notices and communications shall, when mailed, telecopied, telegraphed or emailed, be
effective when deposited in the mails, telecopied, delivered to the telegraph company or
confirmed by email, respectively, except that notices and communications to the Agent pursuant
to Article II, III or VIII shall not be effective until received by the Agent. Delivery by telecopier
of an executed counterpart of any amendment or waiver of any provision of this Agreement or
any Loan Document or of any exhibit hereto or thereto to be executed and delivered hereunder
shall be effective as delivery of a manually executed counterpart thereof.
(b) Holdings and the Borrowers agree that materials required to be delivered
pursuant to Sections 6.01(j)(i), (iii), (iv) and (vi), shall be deemed delivered to the Agent on the date on
which Holdings causes such reports, or reports containing such financial statements, to be posted on the
Internet at www.sec.gov or at such other website identified by the Borrowers in a written notice to the
Agent and the Lenders and that is accessible by the Lenders without charge or if not so posted, may be
delivered to the Agent in an electronic medium in a format acceptable to the Agent by email to
[email protected]. Holdings and the Borrowers agree that the Agent may make such
materials, as well as any other written information, documents, instruments and other material relating to
Holdings, the Borrowers, any of their Subsidiaries or any other materials or matters relating to this
Agreement, the Loan Documents or any of the transactions contemplated hereby (collectively, the
“Communications”) available to the Lenders by posting such notices on Intralinks or a substantially similar
electronic system (the “Platform”). Holdings and the Borrowers acknowledge that (i) the distribution of
material through an electronic medium is not necessarily secure and that there are confidentiality and other
risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii)
neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the
Communications or the Platform and each expressly disclaims liability for errors or omissions in the
Communications or the Platform. No warranty of any kind, express, implied or statutory, including any
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warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects, is made by the Agent or any of its Affiliates in connection with
the Platform. No Agent Indemnitee shall have any liability to Borrowers, Credit Parties or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
relating to use by any Person of the Platform, including any unintended recipient, nor for delivery of
Communications and other information via the Platform, internet, e-mail, or any other electronic platform
or messaging system.
(c) Each Lender agrees that notice to it (as provided in the next sentence) (a
“Notice”) specifying that any Communications have been posted to the Platform shall constitute effective
delivery of such information, documents or other materials to such Lender for purposes of this Agreement;
provided, that if requested by any Lender the Agent shall deliver a copy of the Communications to such
Lender by email or telecopier. Each Lender agrees (i) to notify the Agent in writing of such Lender’s e-
mail address to which a Notice may be sent by electronic transmission (including by electronic
communication) on or before the date such Lender becomes a party to this Agreement (and from time to
time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii)
that any Notice may be sent to such e-mail address.
(d) The Loan Parties hereby acknowledge that certain of the Lenders (each, a
“Public Lender”) may have personnel who do not wish to receive material non-public information with
respect to the Loan Parties or their Affiliates, or the respective securities of any of the foregoing, and who
may be engaged in investment and other market-related activities with respect to such Persons’ securities.
The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of
the Communications provided by or on behalf of any Loan Party hereunder (collectively, “Borrower
Materials”) that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan
Parties shall be deemed to have authorized the Credit Parties to treat such Borrower Materials as not
containing any material non-public information (although it may be sensitive and proprietary) with respect
to any Loan Party or its securities for purposes of United States Federal and state securities laws; (y) all
Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Side Information”; and (z) the Agents shall be entitled to treat any Borrower Materials
that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
“Public Side Information.” The Loan Parties and the Credit Parties acknowledge that, notwithstanding the
foregoing, “public” information may not be segregated from material non-public information on the
Platform. The Credit Parties acknowledge that Communications may include Loan Parties’ material non-
public information, and should not be made available to personnel who do not wish to receive such
information or may be engaged in investment or other market-related activities with respect to a Loan
Party’s securities. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf
of such Public Lender to at all times have selected the “Private Side Information” or similar designation on
the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in
accordance with such Public Lender’s compliance procedures and applicable law, including United States
Federal and state securities laws, to make reference to Borrower Materials that are not made available
through the “Public Side Information” portion of the Platform and that may contain material non-public
information with respect to any Loan Party or its securities for purposes of United States Federal or state
securities laws.
Section 9.03 No Waiver; Remedies. No failure on the part of any Lender or the Agent
to exercise, and no delay in exercising, any right hereunder or under any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or
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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.
Section 9.04 Costs and Expenses. (a) The Loan Parties shall reimburse the Agent, the
Collateral Agent and the Lead Lender for all Extraordinary Expenses. The Loan Parties jointly and
severally agree to pay promptly all reasonable costs and expenses of the Agent and the Collateral Agent,
including the reasonable fees and expenses of Norton Rose Fulbright US LLP, the Lead Lender, the
Lender Professionals, including the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy
LLP as counsel to the Lenders (i) in connection with the preparation, execution, delivery, distribution
(including via the internet or through a service such as Intralinks), administration, modification and
amendment of this Agreement, the other Loan Documents and the other documents to be delivered
hereunder (including the preparation, negotiation and execution of any amendments, consents, waivers,
assignments, restatements or supplements hereto or thereto); (ii) all due diligence, syndication (including
printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and
audit expenses; (iii) the syndication and funding of the Extensions of Credit; (iv) the creation, perfection
or protection of the liens under the Loan Documents (including all search, filing and recording fees), (v)
subject to Section 6.01(k), all expenses incurred in connection with inspections, verifications,
examinations and appraisals relating to the Collateral and (vi) the fees and expenses set forth in the Agent
Fee Letter. The Loan Parties further jointly and severally agree to pay on demand all costs and expenses
of the Agent, the Collateral Agent and the Lenders, if any (including reasonable counsel fees and
expenses of counsel to the Agent, counsel to the Collateral Agent and counsel to the Lenders (in the case
of the Lenders, limited to one counsel for the Lenders in connection with the enforcement of or protection
of its rights hereunder)), in connection with (i) the enforcement of the Loan Documents, the Financing
Orders and the Cash Management Order; (ii) any refinancing or restructuring of the DIP Junior Facility in
the nature of a “work-out”; and (iii) any legal proceeding relating to or arising out of the DIP Junior
Facility or the other transactions contemplated by the Loan Documents, the Financing Orders or the Cash
Management Order. The Loan Parties acknowledge that counsel to the Agent or the Collateral Agent
may provide the Agent or such Collateral Agent, as applicable, a benefit (such as a discount, credit or
accommodation for other matters) based on counsel’s overall relationship with the Agent or such
Collateral Agent, as applicable, including fees paid hereunder.
(b) Loan Parties jointly and severally agree to indemnify and hold harmless the
Agent, the Collateral Agent, each Lender, the Lender Advisors and each of their Related Parties (each, an
“Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses
(including reasonable fees and expenses of counsel) incurred by or asserted or awarded against any
Indemnified Party, in each case, arising out of or in connection with or by reason of (including in connection
with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this
Agreement, the other Loan Documents, any of the transactions contemplated herein or therein or the actual
or proposed use of the proceeds of the Term Loans, and (ii) the actual or alleged presence of Hazardous
Materials on, under, at or from any property of Holdings, the Borrowers or any of their Subsidiaries or any
Environmental Liability or Environmental Action relating in any way to Holdings, the Borrowers or any of
their Subsidiaries, except to the extent such claim, damage, loss, liability or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified
Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding
to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not
such investigation, litigation or proceeding is brought by Holdings, any Borrower, its directors,
equityholders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified
Party is otherwise a party thereto and whether or not the transactions contemplated hereby are
consummated. Holdings and the Borrowers also agree not to, and not to permit any of the their Subsidiaries
to, assert any claim for special, indirect, consequential or punitive damages against the Agent, the Collateral
Agent, any Lender, any of their Affiliates, or any of their respective Related Parties, on any theory of
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liability, arising out of or otherwise relating to this Agreement, the other Loan Documents, any of the
transactions contemplated herein or the actual or proposed use of the proceeds of the Term Loan.
(c) If (i) any payment of principal of, or Conversion of, any Eurodollar Rate
Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest
Period for such Term Loan, as a result of a payment or Conversion pursuant to Section 2.07, 2.08 or 2.10,
acceleration of the maturity of the Term Loans pursuant to Section 7.02 or for any other reason, or by an
Eligible Assignee to a Lender other than on the last day of the Interest Period for such Term Loan upon an
assignment of rights and obligations under this Agreement pursuant to Section 9.07 as a result of a demand
by any Borrower pursuant to Section 9.07(a), or (ii) any Borrower fails to prepay, borrow, continue or
convert any Eurodollar Rate Advance on the date or in the amount notified by any Borrower; the applicable
Borrower shall, promptly after notice by such Lender setting forth in reasonable detail the calculations used
to quantify such amount (with a copy of such notice to the Agent), pay to the Agent for the account of such
Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that
it may reasonably incur as a result of such payment or Conversion, including any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Term Loan. For purposes of calculating
amounts payable by the Borrowers to the Lenders under this Section 9.04(c), each Lender shall be deemed
to have funded each Eurodollar Rate Advance made by it at the Eurodollar Rate for such Term Loan by a
matching deposit or other borrowing in the London interbank market for a comparable amount and for a
comparable period, whether or not such Eurodollar Rate Advance was in fact so funded.
(d) Without prejudice to the survival of any other agreement of Holdings or any
Borrower hereunder, the agreements and obligations of Holdings and the Borrowers contained in
Sections 2.09, 2.12 and 9.04 shall survive the payment in full of principal, interest and all other amounts
payable hereunder and under the other Loan Documents.
Section 9.05 Right of Set-off. Subject to the Financing Orders, the DIP Intercreditor
Agreement and Section 7.02, upon (i) the occurrence and during the continuance of any Event of Default
and (ii) the making of the request or the granting of the consent specified by Section 7.02 to authorize the
Agent to declare the Extensions of Credit due and payable pursuant to the provisions of Section 7.02,
each Lender and each of its Affiliates is hereby authorized at any time and from time to time
(notwithstanding the provisions of the Bankruptcy Code and without notice, application or motion,
hearing before, or order of the Bankruptcy Court), to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account
of Holdings or any Loan Party against any and all of the obligations of Holdings and the Loan Parties
now or hereafter existing under this Agreement, the other Loan Documents and the Extensions of Credit
of such Lender, whether or not such Lender shall have made any demand under this Agreement or the
other Loan Documents. Each Lender agrees promptly to notify Holdings or the applicable Loan Party
(with a copy to the Agent) after any such set-off and application, provided, that the failure to give such
notice shall not affect the validity of such set-off and application. The rights of each Lender and its
Affiliate under this Section are in addition to other rights and remedies (including other rights of set-off)
that such Lender and its Affiliate may have.
Section 9.06 Binding Effect; Effectiveness. When this Agreement has been executed
by Holdings, the Borrowers, the Agent and the Collateral Agent, and the Lenders, this Agreement shall
thereafter be binding upon and inure to the benefit of Holdings, the Borrowers, the Agent, the Collateral
Agent, each Lender and their respective successors and assigns.
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Section 9.07 Assignments and Participations. (a) Each Lender may, upon notice to
the Borrowers and the Agent and with the consent, not to be unreasonably withheld or delayed, of the
Agent, assign to one or more Persons all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Term Commitment, the Term Loan and other amounts owing to it and
any Note or Notes held by it); provided, that (i) the Borrowers’ consent shall be required for any
assignment to a customer or operating competitor of any Loan Party (so long as, in the case of any such
competitor, the Borrowers have notified the Agent in writing that such proposed assignee is an operating
competitor of a Loan Party), and such Lender shall give the Borrowers advance written notice of such
proposed assignment no less than three (3) days prior to the closing of such assignment, (ii) except in the
case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate
of a Lender or an Approved Fund or an assignment of all of a Lender’s rights and obligations under this
Agreement, the amount of the Term Loan and Term Commitments of the assigning Term Lender being
assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance
with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of
$1,000,000 in excess thereof (or, if less, the entire outstanding amount of the Term Loan held by such
Term Lender) unless the Agent otherwise agrees, (iv) each such assignment shall be to an Eligible
Assignee, (v) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance
and recording in the Register, an Assignment and Acceptance, and the parties to such assignment (other
than the Agent) shall deliver together therewith any Note subject to such assignment and a processing and
recordation fee of $3,500 (except no such fee shall be payable for assignments to a Lender, an Affiliate of
a Lender or an Approved Fund), and (vii) any Lender may, without the approval of the Borrowers, but
with notice to the Borrowers, assign all or a portion of its rights and obligations to any of its Affiliates
(other than a natural person) or to another Lender. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and Acceptance, (x) the
assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a
Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
(other than its rights under Section 2.09, 2.12 and 9.04 to the extent any claim thereunder relates to an
event arising prior such assignment) and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
(b) In connection with any assignment of rights and obligations of any

Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other
conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the
Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright
payment, purchases by the assignee of participations or sub-participations, or other compensating actions,
including funding, with the consent of the Agent, the applicable pro rata share of Loans previously requested
but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby
irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting
Lender to the Agent, or any Lender hereunder (and interest accrued thereon). Notwithstanding the
foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder
shall become effective under applicable law without compliance with the provisions of this paragraph, then
the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement
until such compliance occurs.
(c) By executing and delivering an Assignment and Acceptance, the Lender

assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties
hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender
makes no representation or warranty and assumes no responsibility with respect to any statements,
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warranties or representations made in or in connection with this Agreement or the other Loan Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or
the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Loan Parties or the performance or observance by the Borrowers of any of
their obligations under this Agreement or any other instrument or document furnished pursuant hereto;
(iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 5.01(e) and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning
Lender or any other Lender and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking action under this Agreement and
the other Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee
appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers
and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the
terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by
the terms of this Agreement are required to be performed by it as a Lender.
(d) Upon its receipt of an Assignment and Acceptance executed by an assigning

Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes subject
to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt notice thereof to the Borrowers.
(e) The Agent shall maintain at its address referred to in Section 9.02 a copy of
each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the
names and addresses of the Lenders and the Term Commitment of, and principal amount (and stated
interest) of the Term Loan owing to, each Term Lender from time to time, (the “Register”). The entries in
the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the
Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any
Lender at any reasonable time and from time to time upon reasonable prior notice.
(f) Each Lender may, without the consent of the Agent or any Loan Party, sell
participations to one or more banks or other entities (other than the Borrowers or any of their Affiliates) in
or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term
Commitment and the Term Loans owing to it, the portion of the Term Loan owing to it, and any Note or
Notes held by it); provided, that (i) such Lender’s obligations under this Agreement (including its Term
Commitment) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note
for all purposes of this Agreement, (iv) the Borrowers, the Agent, the Collateral Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement and (v) no participant under any such participation shall have any right
to approve any amendment or waiver of any provision of this Agreement or any Loan Document, or consent
to any departure by any Borrower therefrom, except to the extent that such amendment, waiver or consent
would require the affirmative vote of the Lender from which it purchased its participation pursuant to
Section 9.01(a). The Borrowers agree that each Participant shall be entitled to the benefits of Section 2.09
and Section 2.12 (subject to the requirements and limitations therein, including the requirements under
Section 2.12(e) and (f) (it being understood that the documentation required under Section 2.12(e) and (f)
shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired
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its interest by assignment pursuant to this Section 9.07. Each Lender that sells a participation shall, acting
solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the
name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Extensions of Credit or other obligations under the Loan Documents (the “Participant
Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the
Participant Register (including the identity of any Participant or any information related to a Participant’s
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to
any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or
other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat
each Person whose name is recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary.
(g) Any Lender may, in connection with any assignment or participation or

proposed assignment or participation pursuant to this Section 9.07, disclose to the assignee or participant
or proposed assignee or participant, any information relating to Holdings, the Borrowers or their
Subsidiaries furnished to such Lender by or on behalf of the Borrowers; provided, that prior to any such
disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the
confidentiality of any Borrower Information relating to Holdings, the Borrowers or their Subsidiaries
received by it from such Lender in accordance with Section 9.08.
(h) Notwithstanding any other provision set forth in this Agreement, any Lender
may at any time (i) create a security interest in all or any portion of its rights under this Agreement
(including the portion of the Term Loan owing to it and any Notes held by it), including, without limitation,
in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors and (ii)
assign to one or more special purpose funding vehicles (each, an “SPV”) all or any portion of its funded
Term Loans, without the consent of any Person or the payment of a fee, by execution of a written assignment
agreement in a form agreed to by such Lender and such SPV, and may grant any such SPV the option, in
such SPV’s sole discretion, to provide the Borrowers all or any part of any Term Loans that such Lender
would otherwise be obligated to make pursuant to this Agreement. The Lender shall remain liable for all
its original obligations under this Agreement. Notwithstanding such assignment, the Agent and Borrowers
may deliver notices to the Lender (as agent for the SPV) and not separately to the SPV unless the Agent
and Borrowers are requested in writing by the SPV (or its agent) to deliver such notices separately to it.
(i) The Borrowers, upon receipt of written notice from the relevant Lender,
agree to issue Notes to any Lender to facilitate transactions of the type described in paragraph (h) above.
(j) Neither Holdings nor any Borrower shall have the right to assign its rights
hereunder or any interest herein without the prior written consent of each of the Lenders.
Section 9.08 Confidentiality. Neither the Agent, the Collateral Agent, nor any Lender
may disclose to any Person any confidential, proprietary or non-public information of Holdings or the
Borrowers furnished to the Agent or the Lenders by Holdings or the Borrowers (such information being
referred to collectively herein as the “Borrower Information”), except that each of the Agent, each of the
Collateral Agent, each of the Lenders may disclose Borrower Information (i) to its and its Related Parties
to whom disclosure is required to enable the Agent, the Collateral Agent or such Lender to perform its
obligations under this Agreement and the other Loan Documents or in connection with the administration
or monitoring of this Agreement and the other Loan Documents by the Agent, the Collateral Agent or
such Lender (it being understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Borrower Information and instructed to keep such Borrower Information
confidential on substantially the same terms as provided herein), (ii) to the extent requested by any
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regulatory authority, (iii) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process (including in connection with the Chapter 11 Cases), (iv) to any other party to this
Agreement and the other Loan Documents, (v) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement and the other Loan Documents or the
enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions
substantially the same as those of this Section 9.08, to any assignee or participant, or any prospective
assignee or participant, (vii) to the extent such Borrower Information (A) is or becomes generally
available to the public on a non-confidential basis other than as a result of a breach of this Section 9.08 by
the Agent, the Collateral Agent or such Lender, as the case may be, or (B) is or becomes available to the
Agent, the Collateral Agent or such Lender on a non-confidential basis from a source other than Holdings,
the Borrowers or any of their Subsidiaries and (viii) with the consent of the Borrowers.
Section 9.09 Governing Law. This Agreement and the Notes shall be governed by,
and construed in accordance with, the laws of the State of New York without regard to conflicts of laws
principles thereof but including section 5-1401 and 5-1402 of the New York General Obligations Law
and, to the extent applicable, the Bankruptcy Code.
Section 9.10 Execution in Counterparts. This Agreement may be executed in any

number of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier
shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 9.11 Jurisdiction, Etc. Each of the parties 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, to the exclusive jurisdiction of any
New York State court or federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement
or the other Loan Documents, 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 action or
proceeding shall be heard and determined in any such New York State court or, to the extent permitted by
law, in such federal court. Holdings and each of the Borrowers hereby irrevocably consents to the service
of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by
registered or certified mail, postage prepaid, to Holdings or such Borrower at its address specified
pursuant to Section 9.02. 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 party may
otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents
in the courts of any jurisdiction. Each of the parties hereto irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.
Section 9.12 WAIVER OF JURY TRIAL. EACH OF HOLDINGS, THE

BORROWERS, THE AGENT, THE COLLATERAL AGENT AND THE LENDERS HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR THE ACTIONS OF THE AGENT, THE COLLATERAL AGENT OR ANY
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LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR

ENFORCEMENT THEREOF.
Section 9.13 Release of Collateral or Guarantee Obligation. (a) Notwithstanding

anything to the contrary contained herein or in any other Loan Document, the Collateral Agent is hereby
irrevocably authorized by each Lender (without requirement of consent of or notice to any Lender) to
take, and hereby agree to take, any action requested by the Borrowers having the effect of releasing any
Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any Permitted
Disposition; provided, that the guarantee obligations of Sears may not be released without the consent of
the Required Lenders, or (ii) under the circumstances described in paragraph (b) below.
(b) At such time as the Term Loan and all other Obligations shall have been
paid in full in cash and the Term Commitments have been terminated, the Collateral shall be released from
the Liens created by the Security Documents, and the Security Documents and all obligations (other than
those expressly stated to survive such termination) of the Collateral Agent and each Loan Party under the
Security Documents shall terminate, all without delivery of any instrument or performance of any act by
any Person.
Section 9.14 PATRIOT Act Notice. Each Lender that is subject to the PATRIOT Act
and the Agent (for itself and not on behalf of any Lender) hereby notifies each Borrower that pursuant to
the requirements of the PATRIOT Act, it is required to obtain, verify and record information that
identifies each Borrower, which information includes the name and address of such Borrower and other
information that will allow such Lender or the Agent, as applicable, to identify such Borrower in
accordance with the PATRIOT Act. Each Borrower hereby agrees to provide such information promptly
upon the request of any Lender or the Agent.
Section 9.15 Integration. This Agreement and the other Loan Documents represent
the agreement of Holdings, the Borrowers, the Agent, the Collateral Agent and the Lenders with respect
to the subject matter hereof and thereof, and there are no promises, undertakings, representations or
warranties by the Agent, the Collateral Agent or any Lender relative to subject matter hereof and thereof
not expressly set forth or referred to herein or in the other Loan Documents.
Section 9.16 Replacement of Lenders. If any Lender requests compensation under

Section 2.09 or if the Borrowers are required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.12, if any Lender does not
consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release with respect
to any Loan Document that requires the consent of each Lender and that has been approved by the
Required Lenders or any Lender is a Defaulting Lender, then the Borrowers may, at their sole expense
and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and consents required by,
Section 9.07), all of its interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment), provided, that:
(a) the Borrowers shall have paid to the Agent the assignment fee specified in
Section 9.07;
(b) such Lender shall have received payment of an amount equal to the
outstanding principal of its Term Loans, its ratable share of the Term Loan, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the
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assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the
case of all other amounts);
(c) in the case of any such assignment resulting from a claim for compensation
under Section 2.09 or payments required to be made pursuant to Section 2.12, such assignment will result
in a reduction in such compensation or payments thereafter;
(d) with respect to the replacement of any Non-Consenting Lender, such

amendment, waiver or consent can be effected as a result of such assignment (together with all other
assignments required by the Agent to be made pursuant to this paragraph); and
(e) such assignment does not conflict with applicable laws.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such
assignment and delegation cease to apply.
Section 9.17 No Advisory or Fiduciary Capacity. In connection with all aspects of

each transaction contemplated hereby, the Loan Parties each acknowledge and agree that: (i) the credit
facility provided for hereunder and any related arranging or other services in connection therewith
(including in connection with any amendment, waiver or other modification hereof or of any other Loan
Document) are an arm’s-length commercial transaction between the Loan Parties, on the one hand, and
the Credit Parties, on the other hand, and each of the Loan Parties is capable of evaluating and
understanding and understands and accepts the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents (including any amendment, waiver or other
modification hereof or thereof); (ii) in connection with the process leading to such transaction, each
Credit Party is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary,
for the Loan Parties or any of their respective Affiliates, stockholders, creditors or employees or any other
Person; (iii) none of the Credit Parties has assumed or will assume an advisory, agency or fiduciary
responsibility in favor of the Loan Parties with respect to any of the transactions contemplated hereby or
the process leading thereto, including with respect to any amendment, waiver or other modification hereof
or of any other Loan Document (irrespective of whether any of the Credit Parties has advised or is
currently advising any Loan Party or any of its Affiliates on other matters) and none of the Credit Parties
has any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the
Credit Parties and their respective Affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Loan Parties and their respective Affiliates, and none of the Credit
Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary
relationship; and (v) the Credit Parties have not provided and will not provide any legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated hereby (including any
amendment, waiver or other modification hereof or of any other Loan Document) and each of the Loan
Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate. Each of the Loan Parties hereby waives and releases, to the fullest extent permitted by law,
any claims that it may have against each of the Credit Parties with respect to any breach or alleged breach
of agency or fiduciary duty.
Section 9.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement
or understanding among the parties, each party hereto (including each Credit Party) acknowledges that
any liability arising under a Loan Document of any Credit Party that is an EEA Financial Institution, to
the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA
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Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, (a) the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such
liabilities arising under any Loan Documents which may be payable to it by any Credit Party that is an
EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including (i) a
reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of,
such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent
undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under any Loan Document; or (iii) the variation of the terms of such liability in connection
with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
Section 9.19 DIP Intercreditor Agreement; Financing Orders. This Agreement is

subject to the terms and provisions of the DIP Intercreditor Agreement and the applicable Financing
Order. In the event of a conflict between the terms hereof and the terms of the DIP Intercreditor
Agreement or the applicable Financing Order, the terms of the DIP Intercreditor Agreement or the
applicable Financing Order, as applicable, shall govern and control.
[Signature Pages Follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written.
SEARS HOLDINGS CORPORATION, as

Holdings
By: __________________________________
Name:
Title:
SEARS ROEBUCK ACCEPTANCE CORP.,

as a Borrower
By: __________________________________
Name:
Title:
KMART CORPORATION, as a Borrower
By: __________________________________
Name:
Title:
LEGAL_US_E # 138653214.10
Pg 112 of 113
CANTOR FITZGERALD SECURITIES, as

Agent and Collateral Agent
By: __________________________________
Name:
Title:
LEGAL_US_E # 138653214.10
Pg 113 of 113
[Other Lenders]
By: __________________________________
Name:
Title:
LEGAL_US_E # 138653214.10

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18-23538-rdd Doc 1436 Filed 12/28/18 Entered 12/28/18 12:42:16 Main Document

UNITED STATES BANKRUPTCY COURT

other things, the following relief:

(i) authorizing Sears Roebuck Acceptance Corp., a Delaware corporation, (“SRAC”),

(a) pursuant to sections 364(c)(1), 503(b), and 507(a)(2) of title 11 of the

(b) pursuant to section 364(c)(3) of the Bankruptcy Code, an automatically

(c) pursuant to section 364(d) of the Bankruptcy Code, an automatically

(d) pursuant to section 364(d) of the Bankruptcy Code, an automatically

(e) pursuant to section 364(d) of the Bankruptcy Code, an automatically

(x) pursuant to Bankruptcy Rules 4001(b)(2) and 4001(c)(2), requesting a hearing be

(xi) approving the DIP Intercreditor Agreement; and

THE BANKRUPTCY COURT HEREBY FINDS AND CONCLUDES AS FOLLOWS:3

C. Debtors in Possession. The Debtors are continuing in the management and

and 1108 of the Bankruptcy Code.

D. Official Committees. No trustee or examiner has been appointed in these

October 24, 2018 [ECF No. 276].

Order shall be required.

ascribed to them in the DIP ABL Order.

K. Validity of Prepetition Obligations/Prepetition Collateral related to ESL and Any

or the Creditors’ Committee, to challenge the validity, priority, enforceability, seniority,

Parties other than ESL, or any Non-ESL Insider.

Prepetition ABL Collateral but not Prepetition Second Lien Collateral.

to challenge the validity, priority, enforceability, seniority, avoidability, perfection, or extent of

Prepetition ABL Obligations, respectively.

O. Findings Regarding DIP Financing.

overruled by the Bankruptcy Court at the Final Hearing.

b. Request for Post-Petition Financing. The Junior DIP Obligors have

and fund their operations.

c. Need for Post-Petition Financing. The Debtors’ need to obtain credit as

best interests of the Debtors’ estates.

d. No Credit Available on More Favorable Terms. Given their current

1. Use of Proceeds; Approved Budget. As a condition to entry into the

with the Approved Budget (subject to the Carve-Out).

2. Willingness to Provide Financing. The Junior DIP Lenders have indicated

reversal, modification, vacatur, amendment, reargument or reconsideration of the Interim Junior

3. Business Judgment and Good Faith Pursuant to Section 364(e). The

this Final Junior DIP Order.

approval of the Junior DIP Facility.

5. Adequate Protection for Prepetition Credit Parties. The Prepetition Credit

forth in the DIP ABL Order.

of “marshaling” or any similar doctrine with respect to any prepetition liens.

IT IS HEREBY ORDERED that:

3. Objections Overruled. All objections to and reservations of rights with

Junior DIP Facility Authorization

DIP Documents to be delivered pursuant hereto or thereto or in connection herewith or therewith.

6. Authorized Action. In furtherance of the foregoing and without further

accordance with the Junior DIP Documents.

7. Validity of Junior DIP Secured Obligations. Upon entry of this Final

Junior DIP Lenders).

Bankruptcy Rule 4001(c)(2).

provision hereof is vacated, reversed, amended or otherwise modified, on appeal or otherwise.

equal priority to the DIP ABL Superpriority Claim.

Junior DIP Liens and Junior DIP Collateral.

agreements, control agreements, pledge agreements, copyright security agreements, trademark

security agreements, patent security agreements, financing statements, mortgages, schedules or

succeeding sentence of this paragraph 12 (collectively, the “Reverse Marshaling Provisions”),

be proceeds of Prepetition Unencumbered Collateral (including Specified Collateral) until such

proceeds equal the amount of Prepetition Unencumbered Collateral (including Specified

Obligations. No amendment, modification or waiver of the Reverse Marshaling Provisions,