UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 12, 2018

J. C. PENNEY COMPANY, INC.(Exact name of registrant as specified in its charter)

Delaware 1-15274 26-0037077

(State or other jurisdictionof incorporation)

(CommissionFile No.)

(IRS EmployerIdentification No.)

6501 Legacy Drive

Plano, Texas 75024-3698(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (972) 431-1000

Not Applicable(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant underany of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 12, 2018, J. C. Penney Company, Inc. (the “Company”), J. C. Penney Corporation, Inc. (the “Corporation”) and certainsubsidiaries of the Corporation (collectively, with the Company and the Corporation, the “JCP Parties”) entered into an Indenture (the“Indenture”) with Wilmington Trust, National Association, as trustee (the “Trustee”), which provides for the issuance by the Corporationof $400,000,000 aggregate principal amount of 8.625% Senior Secured Second Priority Notes due 2025 (the “Notes”).

The Notes were sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the“Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes havenot been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the UnitedStates except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act andapplicable state securities laws. The Notes bear interest at a rate of 8.625% per year and will mature on March 15, 2025. Interest on theNotes is payable on March 15 and September 15 of each year, commencing on September 15, 2018. The form of Note is filed herewith asExhibit 4.1 and is incorporated herein by reference.

At any time, and from time to time, prior to March 15, 2021, the Corporation may redeem the Notes in whole or in part, at theCorporation’s option, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) theexcess of (a) the present value at the redemption date of (1) the redemption price of the Notes to be redeemed at March 15, 2021 as setforth in the terms of the Notes plus (2) all required interest payments due on the Notes to be redeemed through March 15, 2021 (excludinginterest paid prior to the redemption date and accrued but unpaid interest to the redemption date), computed using a discount rate equal tothe Treasury Rate (as defined in the Indenture) as of the redemption date plus 50 basis points; over (b) the principal amount of the Notes tobe redeemed; plus, in each case, any accrued and unpaid interest to, but not including, the redemption date. The Corporation may alsoredeem the Notes in whole or in part at any time, and from time to time, on or after March 15, 2021 and prior to maturity at a redemptionprice equal to (i) 104.313% of the principal amount of the Notes to be redeemed if the redemption occurs on or after March 15, 2021 andbefore March 15, 2022, (ii) 102.156% of the principal amount of the Notes to be redeemed if the redemption occurs on or after March 15,2022 and before March 15, 2023 or (iii) 100.000% of the principal amount of the Notes to be redeemed if the redemption occurs on or afterMarch 15, 2023, plus, in each case, any accrued and unpaid interest to, but not including, the redemption date. In addition, at any time, andfrom time to time, prior to March 15, 2021, the Corporation may redeem up to 35% of the original principal amount of the Notes at aredemption price equal to 108.625% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but notincluding, the redemption date, with the net cash proceeds from a qualified equity offering.

The Indenture contains covenants that, among other things, limit the Corporation’s ability to (i) consolidate, merge or sell all orsubstantially all of its properties or assets, (ii) sell (x) Collateral (as defined below), other than ABL Priority Collateral (as defined below)(“Second Priority Collateral”), or (y) any real property interest that secures the JCP Parties’ obligations under the Amended and RestatedCredit and Guaranty Agreement, dated as of June 23, 2016, among the JCP Parties, the lenders party thereto and JPMorgan Chase Bank,N.A., as administrative agent (the “Term Loan Facility”), or the Indenture (the “2016 Indenture”), dated as of June 23, 2016, among theJCP Parties and Wilmington

Trust, National Association, as trustee (“Material Real Estate Assets”), (iii) create liens and to engage in certain sale and lease-backtransactions with the Second Priority Collateral or any Material Real Estate Asset, and (iv) permit any subsidiary of the Corporation thatguarantees the Notes and that directly owns any Material Real Estate Asset to incur or guarantee any indebtedness. In the event theaggregate net cash proceeds from permitted dispositions of Second Priority Collateral or Material Real Estate Assets not invested pursuantto the terms of the Indenture exceed $25 million, the Corporation must offer to repurchase a portion of the Notes with such proceeds at aprice equal to 100% of the principal amount (or, if such proceeds are from certain sale and lease-back transactions, 103% of the principalamount) plus any accrued and unpaid interest to, but not including, the repurchase date. Further, if a change of control occurs, theCorporation must offer to repurchase all of the Notes at a price equal to 101% of the principal amount plus any accrued and unpaid interestto, but not including, the repurchase date.

The Indenture also contains customary events of default for a transaction of this type. If an event of default under the Indenture occursand is continuing, the Trustee or the holders of at least 25% in principal amount of the Notes outstanding under the Indenture may declarethe Notes and all other obligations immediately due and payable. In addition, if the Corporation becomes the subject of certain voluntary orinvoluntary proceedings under any bankruptcy, insolvency or other similar debtor relief law, then the obligations under the Indenture willautomatically become due and payable without any further action.

The obligations under the Notes are guaranteed on a senior secured basis by the Company and the subsidiaries of the Corporation thatare JCP Parties. The obligations under the Notes are secured by collateral substantially similar to the collateral under the Term LoanFacility and the 2016 Indenture, other than real property interests (the “Collateral”), including liens on substantially all personal propertyof the JCP Parties, subject to certain exclusions set forth in the Indenture and the related security documents, including a Pledge andSecurity Agreement (the “Security Agreement”), dated as of March 12, 2018, among the JCP Parties and Wilmington Trust, NationalAssociation, as collateral agent (the “Collateral Agent”). The Security Agreement provides for (i) a grant of a security interest over theCollateral in favor of the Collateral Agent on behalf of the holders of the Notes, (ii) certain perfection requirements and (iii) customaryrepresentations and warranties, covenants and remedial provisions with respect to the Collateral. The liens securing the obligations underthe Notes with respect to inventory, accounts receivable, deposit accounts and certain related collateral of the JCP Parties (the “ABLPriority Collateral”) are junior to the liens on such collateral securing the loans and other obligations incurred under the Amended andRestated Credit Agreement (as amended, the “ABL Credit Agreement”), dated as of June 20, 2017, among the Company, the Corporation,J. C. Penney Purchasing Corporation, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent andcollateral agent, and certain other persons party thereto, pursuant to an Intercreditor and Collateral Cooperation Agreement (the “ABLIntercreditor Agreement”), dated as of June 23, 2016, among Wells Fargo Bank, National Association, as representative of the lendersparty to the ABL Credit Agreement, Wilmington Trust, National Association, as representative of the holders of the loans and otherobligations under the Term Loan Facility and the 2016 Indenture (the “Term Loan/2016 Notes Collateral Agent”), and the JCP Parties, towhich the Collateral Agent, as representative of the holders of the obligations under the Notes, has become a party pursuant to aRepresentative Joinder Agreement No. 1 (the “Joinder Agreement”), dated as of March 12, 2018. The ABL Intercreditor Agreementgoverns, as among the holders of the loans and other obligations under the Term Loan Facility and the 2016 Indenture, the holders of theloans and other obligations under the ABL Credit Agreement, and the holders of the obligations under the Notes, with respect to the ABLPriority Collateral, the respective lien priorities, enforcement rights, application of proceeds and rights under insolvency proceedings. TheABL Intercreditor Agreement also provides for customary conditions on refinancing the obligations subject to the ABL IntercreditorAgreement.

In addition, the liens securing the obligations under the Notes with respect to the Collateral (including the ABL Priority Collateral)are junior to the liens on such Collateral securing the loans and other obligations under the Term Loan Facility and the 2016 Indenturepursuant to a Junior Priority Intercreditor Agreement (the “First/Second Priority Intercreditor Agreement”), dated as of March 12, 2018,between the Term Loan/2016 Notes Collateral Agent and the Collateral Agent. The First/Second Priority Intercreditor Agreement governs,as among the holders of the loans and other obligations under the Term Loan Facility and the 2016 Indenture, on the one hand, and theholders of the obligations under the Notes, on the other hand, with respect to the Collateral, the respective lien priorities, enforcementrights, application of proceeds and rights under insolvency proceedings.

Certain of the initial purchasers of the Notes and their related entities provide commercial banking, investment banking, trustee andcustodial services to the Company.

In connection with the issuance of the Notes, the Company, the Corporation and J. C. Penney Purchasing Corporation entered into anAmendment No. 3 to Credit Agreement (the “ABL Amendment”) to the ABL Credit Agreement. The ABL Amendment makes certainclarifying amendments to the ABL Credit Agreement.

Copies of the Indenture, the Security Agreement, the Joinder Agreement, the First/Second Priority Intercreditor Agreement and theABL Amendment are filed herewith as Exhibits 4.1, 10.1, 10.2, 10.3 and 10.4, respectively. A copy of the ABL Intercreditor Agreementwas filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24,2016. The foregoing descriptions of the Indenture, the Security Agreement, the ABL Intercreditor Agreement, the Joinder Agreement, theFirst/Second Priority Intercreditor Agreement and the ABL Amendment do not purport to be complete and are qualified in their entirety byreference to the full texts of the Indenture, the Security Agreement, the ABL Intercreditor Agreement, the Joinder Agreement, theFirst/Second Priority Intercreditor Agreement and the ABL Amendment, respectively, which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a

Registrant.

The information set forth under Item 1.01 above regarding the Notes is incorporated herein by reference as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 4.1

Indenture (including the form of Note), dated as of March 12, 2018, among J. C. Penney Company, Inc., J. C. PenneyCorporation, Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association

Exhibit 10.1

Pledge and Security Agreement, dated as of March 12, 2018, among J. C. Penney Company, Inc., J. C. PenneyCorporation, Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as collateral agent

Exhibit 10.2

Representative Joinder Agreement No. 1, dated as of March 12, 2018, to the Intercreditor and Collateral CooperationAgreement, dated as of June 23, 2016, among Wells Fargo Bank, National Association, as representative for the ABLsecured parties, Wilmington Trust, National Association, as representative for the term loan/notes secured parties, J. C.Penney Company, Inc., J. C. Penney Corporation, Inc. and the subsidiary guarantors party thereto

Exhibit 10.3

Junior Priority Intercreditor Agreement, dated as of March 12, 2018, between Wilmington Trust, National Association, asrepresentative for the first lien secured parties, and Wilmington Trust, National Association, as representative for the juniorlien secured parties

Exhibit 10.4

Amendment No. 3 to Credit Agreement, dated as of March 8, 2018, among J. C. Penney Company, Inc., J. C. PenneyCorporation, Inc., J. C. Penney Purchasing Corporation, the guarantors party thereto, Wells Fargo Bank, NationalAssociation, as administrative agent, revolving agent and collateral agent, and the lenders party thereto

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned hereunto duly authorized.

J. C. PENNEY COMPANY, INC.

By: /s/ Jeffrey Davis

Jeffrey DavisExecutive Vice President and ChiefFinancial Officer

Date: March 14, 2018

Exhibit 4.1

Execution Version

J. C. PENNEY CORPORATION, INC.,as Issuer,

the GUARANTORS party hereto

AND

WILMINGTON TRUST, NATIONAL ASSOCIATION,as Trustee

$400,000,000 8.625% Senior Secured Second Priority Notes due 2025

INDENTURE

Dated as of March 12, 2018

Table of Contents Page

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 22 SECTION 1.3. Rules of Construction 23 SECTION 1.4. Inapplicability of the Trust Indenture Act 24

ARTICLE II

THE NOTES

SECTION 2.1. Form, Dating and Terms 24 SECTION 2.2. Execution and Authentication 28 SECTION 2.3. Registrar and Paying Agent 29 SECTION 2.4. Paying Agent to Hold Money in Trust 29 SECTION 2.5. Holder Lists 29 SECTION 2.6. Transfer and Exchange 30 SECTION 2.7. Mutilated, Destroyed, Lost or Stolen Notes 33 SECTION 2.8. Outstanding Notes 33 SECTION 2.9. Temporary Notes 34 SECTION 2.10. Cancellation 34 SECTION 2.11. Payment of Interest; Defaulted Interest 34 SECTION 2.12. CUSIP and ISIN Numbers 35

ARTICLE III

COVENANTS

SECTION 3.1. Payment of Notes 35 SECTION 3.2. Maintenance of Office or Agency 35 SECTION 3.3. Stay, Extension and Usury Laws 36 SECTION 3.4. Compliance Certificate 36 SECTION 3.5. Limitation on Asset Dispositions 36 SECTION 3.6. Limitation on Liens 39 SECTION 3.7. Limitation on Sale and Lease-Back Transactions 39 SECTION 3.8. Subsidiaries 39 SECTION 3.9.

Change of Control 39 SECTION 3.10. Reports 41 SECTION 3.11. Limitation on Real Estate Subsidiary Guarantor Indebtedness 41 SECTION 3.12. Statement by Officers as to Default 43

ARTICLE IV

CONSOLIDATION, MERGER OR SALE OF ASSETS

SECTION 4.1. Consolidation, Merger or Sale of Assets 43 SECTION 4.2. Successor Corporation Substituted 44

ARTICLE V

REDEMPTION OF SECURITIES

SECTION 5.1. Notices and Opinions to Trustee 44 SECTION 5.2. Selection of Notes to Be Redeemed or Purchased 44 SECTION 5.3. Notice of Redemption 45 SECTION 5.4. Effect of Notice of Redemption 45 SECTION 5.5. Deposit of Redemption Price 46 SECTION 5.6. Notes Redeemed in Part 46 SECTION 5.7. Optional Redemption 46 SECTION 5.8. Mandatory Redemption 47

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1. Events of Default 47 SECTION 6.2. Acceleration 49 SECTION 6.3. Other Remedies 49 SECTION 6.4. Waiver of Past or Existing Defaults 49 SECTION 6.5. Control by Majority 50 SECTION 6.6. Limitation on Suits 50 SECTION 6.7. Rights of Holders to Receive Payment 50 SECTION 6.8. Collection Suit by Trustee 50 SECTION 6.9. Trustee May File Proofs of Claim 51 SECTION 6.10. Priorities 51 SECTION 6.11. Undertaking for Costs 51

ARTICLE VII

TRUSTEE

SECTION 7.1. Duties of Trustee 52 SECTION 7.2. Rights of Trustee 53 SECTION 7.3. Individual Rights of Trustee 54 SECTION 7.4. Trustee’s Disclaimer 54 SECTION 7.5. Notice of Defaults 54 SECTION 7.6. [Reserved] 54 SECTION 7.7. Compensation and Indemnity 54 SECTION 7.8. Replacement of Trustee 55 SECTION 7.9. Successor Trustee by Merger 55 SECTION 7.10. Eligibility; Disqualification 56 SECTION 7.11. Collateral Documents; Intercreditor Agreements 56

ARTICLE VIII

DEFEASANCE AND DISCHARGE PRIOR TO MATURITY

SECTION 8.1. Option to Effect Defeasance 56 SECTION 8.2. Defeasance and Discharge 56 SECTION 8.3. Conditions to Defeasance 57 SECTION 8.4. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions 57 SECTION 8.5. Repayment to the Issuer 58 SECTION 8.6. Reinstatement 58

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ARTICLE IX

AMENDMENTS

SECTION 9.1. Without Consent of Holders 58 SECTION 9.2. With Consent of Holders 59 SECTION 9.3. [Reserved] 60 SECTION 9.4. Revocation and Effect of Consents and Waivers 60 SECTION 9.5. Notation on or Exchange of Notes 61 SECTION 9.6. Trustee to Sign Amendments 61

ARTICLE X

GUARANTEE

SECTION 10.1. Guarantee 61 SECTION 10.2. Limitation on Liability; Termination, Release and Discharge 63 SECTION 10.3. Right of Contribution 63 SECTION 10.4. No Subrogation 63

ARTICLE XI

SATISFACTION AND DISCHARGE

SECTION 11.1. Satisfaction and Discharge 64 SECTION 11.2. Application of Trust Money 65

ARTICLE XII

COLLATERAL

SECTION 12.1. Collateral Documents 65 SECTION 12.2. Release or Subordination of Liens on the Collateral 65

ARTICLE XIII

MISCELLANEOUS

SECTION 13.1. Notices 66 SECTION 13.2. [Reserved] 68 SECTION 13.3. Certificate and Opinion as to Conditions Precedent 68 SECTION 13.4. Statements Required in Certificate or Opinion 68 SECTION 13.5. When Notes Disregarded 68 SECTION 13.6. Rules by Trustee, Paying Agent and Registrar 68 SECTION 13.7. Legal Holidays 69 SECTION 13.8. Governing Law 69 SECTION 13.9. Jurisdiction 69 SECTION 13.10. Waivers of Jury Trial 69 SECTION 13.11. USA PATRIOT Act 69 SECTION 13.12. No Recourse Against Others 69 SECTION 13.13. Successors 69 SECTION 13.14. Multiple Originals 69 SECTION 13.15. Table of Contents; Headings 70 SECTION 13.16. Force Majeure 70 SECTION 13.17. Severability 70

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EXHIBIT A Form of Global Restricted Note

EXHIBIT B Form of Supplemental Indenture

EXHIBIT C Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S

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INDENTURE, dated as of March 12, 2018, among J. C. PENNEY CORPORATION, INC., a Delaware corporation (the “Issuer”), theGuarantors party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, astrustee (in such capacity, the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Issuer and the Guarantors have duly authorized the execution and delivery of this Indenture to provide for theissuance and guarantee, respectively, of (i) the Issuer’s $400,000,000 8.625% Senior Secured Second Priority Notes due 2025 (the “InitialNotes”), as issued on the date hereof, and (ii) any additional 8.625% Senior Secured Second Priority Notes due 2025 issued pursuant to thisIndenture (the “Additional Notes,” and together with the Initial Notes, the “Notes” or the “Securities”) from time to time after the IssueDate.

NOW, THEREFORE, in consideration of the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, forthe equal and proportionate benefit of all Holders, as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions.

“2019 Notes” means the Issuer’s 8.125% Senior Notes due 2019.

“2020 Notes” means the Issuer’s 5.65% Senior Notes due 2020.

“ABL Collateral Agent” means the “ABL Agent” (as defined in the ABL Intercreditor Agreement).

“ABL Credit Agreement” has the meaning set forth in the ABL Intercreditor Agreement.

“ABL Intercreditor Agreement” means that certain Intercreditor and Collateral Cooperation Agreement, dated as of June 23, 2016,among the ABL Collateral Agent, the Term Loan/Notes Collateral Agent, the Issuer, the Guarantors party thereto and certain other partiesparty thereto, as amended, amended and restated, supplemented or otherwise modified prior to the Issue Date and as supplemented by thejoinder to be entered into by the Collateral Agent on the Issue Date.

“ABL Lender” means each lender from time to time party to the ABL Credit Agreement.

“ABL Loan Documents” has the meaning set forth in the ABL Intercreditor Agreement.

“ABL Secured Obligations” means the “First Priority Obligations” (as defined in the ABL Intercreditor Agreement).

“ABL Secured Obligations Payment Date” means the “First Priority Obligations Payment Date” (as defined in the ABL IntercreditorAgreement).

“Additional Notes” has the meaning set forth in the first recital paragraph of this Indenture.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries,Controls or is Controlled by or is under common Control with the Person specified.

“Applicable Authorized Representative” has the meaning set forth in the Second Priority Pari Passu Intercreditor Agreement.

“Appraised Value” of any Real Estate Asset subject to a Mortgage in favor of the Term Loan/Notes Collateral Agent shall mean theappraised value (determined based on an “estimated market rent” valuation methodology) thereof as determined pursuant to an appraisalconducted by Cushman & Wakefield or any other appraiser of nationally recognized standing that is not an Affiliate of the Issuer that isselected by the Issuer; provided that such appraisal has been conducted within twelve months of the date of determination of the CollateralCoverage Ratio.

“Asset Disposition” means:

(a) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of(i) Second Priority Collateral or (ii) any Material Real Estate Asset (including by way of a Sale/Leaseback Transaction) of Holdings orany of its Subsidiaries (in each case other than Equity Interests of Holdings) (each referred to in this definition as a “disposition”); or

(b) the issuance or sale of Equity Interests of any Subsidiary of Holdings, whether in a single transaction or a series of relatedtransactions;

in each case, other than:

(1) dispositions to Holdings or any of its Subsidiaries or any of its Excluded Subsidiaries; provided that, with respect to any suchdisposition of Material Real Estate Assets to a Subsidiary, (x) such transferee Subsidiary shall be a Subsidiary Guarantor and (y) suchtransferee Subsidiary shall not have outstanding, at the time of such transferee Subsidiary’s acquisition of such Material Real EstateAsset, any Indebtedness incurred or Guaranteed since the Issue Date that would not be permitted by Section 3.11, applyingSection 3.11 to such transferee Subsidiary at the time of such transferee Subsidiary’s acquisition of such Material Real Estate Asset;

(2) any merger, consolidation or disposition of all or substantially all of the assets of the Issuer in a transaction governed by theprovisions described under Article IV or any transaction constituting a “Change of Control”;

(3) dispositions of inventory and used or surplus equipment, in each case, in the ordinary course of business, and dispositions ofcash, cash equivalents and other Permitted Investments;

(4) disposals of inventory pursuant to promotional or similar activities in the ordinary course of business;

(5) dispositions in the ordinary course of business of property no longer used or useful in the conduct of the business of Holdingsand the Subsidiaries or property that is otherwise damaged, worn-out or no longer economically practicable to maintain, in thejudgment of the Issuer (other than Material Real Estate Assets);

(6) any issuance of Equity Interests by, or disposition of Equity Interests of, any Subsidiary that is not a Material Subsidiary, or aspart of or pursuant to an equity incentive or compensation plan approved by the Board of Directors, including the issuance of directors’qualifying shares;

(7) (i) any exchange of real property pursuant to or intended to qualify under Section 1031 (or any successor section) of theInternal Revenue Code or (ii) dispositions of equipment in the ordinary course of business to the extent that (x) such equipment isexchanged for credit against the purchase price of similar replacement equipment or (y) the proceeds of such disposition are promptlyapplied to the purchase price of such replacement equipment;

(8) dispositions in connection with, or the granting of, Permitted Liens or other Liens not prohibited by Section 3.6;

(9) bulk sales or other dispositions of inventory of Holdings or a Subsidiary not in the ordinary course of business in connectionwith store closings;

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(10) the licensing or sub-licensing of intellectual property or other general intangibles and licenses, sub-licenses, leases orsubleases of other property (including the provision of software under an open source license), in each case, (A) in the ordinary courseof business or consistent with past practice or (B) in connection with the discontinuance of the operations of any real property(including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or usedby Holdings or any of its Subsidiaries or any of their respective predecessors or Affiliates no longer deemed by Holdings or anySubsidiary, as applicable, to be useful in the conduct of the business of Holdings or any Subsidiary, taken as a whole;

(11) foreclosure, condemnation or any similar action with respect to any property or other assets or pursuant to buy/sellarrangements under any joint venture or similar agreement or arrangement;

(12) the sale or discount (with or without recourse, and on customary or commercially reasonable terms and for creditmanagement purposes) of accounts receivable or notes receivable arising in the ordinary course of business or consistent with pastpractice, or the conversion or exchange of accounts receivable for notes receivable and dispositions of accounts receivable inconnection with the collection or compromise thereof;

(13) any disposition of Equity Interests of a Subsidiary of Holdings pursuant to an agreement or other obligation with or to aPerson (other than Holdings or a Subsidiary of Holdings) from whom such Subsidiary was acquired, or from whom such Subsidiaryacquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition andin each case comprising all or a portion of the consideration in respect of such sale or acquisition;

(14) any surrender or waiver of contract rights or the settlement, release, sale, assignment or surrender of contract, tort or otherclaims of any kind or rights to receive payments with respect to any such claims;

(15) the unwinding of any Hedging Obligations;

(16) any voluntary termination of any (or any portion of any) real property lease, sublease or other occupancy agreement in theordinary course of business or in connection with the discontinuance of the operations of any real property (including all buildings,fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Holdings or any of itsSubsidiaries or any of their respective predecessors or Affiliates no longer deemed by Holdings or any Subsidiary of Holdings, asapplicable, to be useful in the conduct of the business;

(17) a disposition of the condominium within the Overland Park, Kansas store to the developer thereof for payment of nominalconsideration;

(18) the lapse or abandonment or other disposition of patents, trademarks or other intellectual property that are, in the reasonablejudgment of the Issuer, no longer economically practicable to maintain or useful in the conduct of the business of Holdings and itsSubsidiaries taken as a whole;

(19) sales, transfers or dispositions pursuant to clause (a) of Section 3.7; and

(20) any other disposition involving Second Priority Collateral or Material Real Estate Assets with a fair market value (asdetermined in good faith by the Issuer) that does not exceed $5,000,000 in any Fiscal Year.

“Authorized Representative” has the meaning set forth in the Second Priority Pari Passu Intercreditor Agreement.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successorstatute or any similar federal or state law for the relief of debtors.

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“Board of Directors” means (1) with respect to the Issuer or any corporation, the board of directors or managers, as applicable, of thecorporation, or any duly authorized committee thereof; (2) with respect to any partnership, the board of directors or other governing body ofthe general partner of the partnership or any duly authorized committee thereof; and (3) with respect to any other Person, the board or anyduly authorized committee of such Person serving a similar function. Whenever any provision requires any action or determination to bemade by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made ifapproved by a majority of the directors on any such Board of Directors (whether or not such action or approval is taken as part of a formalboard meeting or as a formal board approval).

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York,United States or the jurisdiction of the place of payment are authorized or required by law to close.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (orother arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to beclassified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall bethe capitalized amount thereof determined in accordance with GAAP.

“Change of Control” means the occurrence of any of the following:

(1) any event requiring the filing of any report under or in response to Schedule 13D or 14D-1 pursuant to the SecuritiesExchange Act of 1934, as amended, disclosing beneficial ownership of either 50% or more of the common stock of Holdings thenoutstanding or 50% or more of the voting power of the voting stock of Holdings then outstanding;

(2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or aseries of related transactions, of all or substantially all of the properties or assets of Holdings and its Subsidiaries taken as a whole toone or more Persons other than Holdings or one of its Subsidiaries; or

(3) the first day on which a majority of the members (not counting vacant seats) of Holdings’ Board of Directors are notContinuing Directors.

“Collateral” means, collectively, all of the property and assets (including Equity Interests) in which Liens are purported to be grantedpursuant to the Collateral Documents as security for the Second Priority Secured Obligations.

“Collateral Agent” means Wilmington Trust, National Association in its capacity as “Collateral Agent” under the Second Priority PariPassu Intercreditor Agreement and its successors in such capacity.

“Collateral Coverage Ratio” means, as of any date, the ratio of (a) the aggregate Appraised Value of all Real Estate Assets that aresubject to a Mortgage to secure Term Loan/Notes Secured Obligations on such date to (b) the aggregate principal amount of the TermLoan/Notes Secured Obligations as of such date.

“Collateral Documents” means the “Junior Priority Security Documents” (as defined in the Second Priority Pari Passu IntercreditorAgreement).

“Consolidated Adjusted EBITDA” means, for any period, Consolidated Net Income for such period (disregarding any non-cashcharges or credits related to any Plan, any non-qualified supplemental pension plan maintained, sponsored or contributed to by Holdings orany ERISA Affiliate, or any Multiemployer Plan) plus:

(a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of:

(i) consolidated interest expense for such period, plus

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(ii) consolidated financing costs associated with securitization programs for such period, plus

(iii) consolidated income tax expense for such period, plus

(iv) all amounts attributable to depreciation and amortization for such period, plus

(v) any extraordinary, unusual or non-recurring charges for such period, plus

(vi) any fees, expenses or charges related to any equity offering, permitted acquisition or other investment, AssetDisposition or other disposition, or incurrence or refinancing of (or amendment or other modification to the documentsevidencing any) Indebtedness (in each case, whether or not successful or consummated) permitted to be made or incurred underthis Indenture, including fees, expenses or charges relating to the Transactions, plus

(vii) any premium, make-whole or penalty payments that are required to be made in connection with any prepayment ofIndebtedness, plus

(viii) any non-cash charges for such period; provided that in the event Holdings or any Subsidiary makes any cash paymentin respect of any such non-cash charge, such cash payment shall be deducted from Consolidated Adjusted EBITDA in the periodin which such payment is made, plus

(ix) the amount of cash restructuring charges and curtailments and modifications to pension and post-retirement employeebenefit plans incurred during such period;

and minus:

(b) without duplication and to the extent included in determining such Consolidated Net Income, the sum of:

(i) any extraordinary, unusual or non-recurring gains for such period, plus

(ii) non-cash gains for such period,

all determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any period, the net income or loss of Holdings and the Subsidiaries for such period determinedon a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or loss) of any Person (other thanHoldings) in which any other Person (other than Holdings or any Subsidiary or any director holding qualifying shares in compliance withapplicable law) owns an Equity Interest, except to the extent of the amount of dividends or other distributions actually paid to Holdings orany of the Subsidiaries during such period, and (b) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or ismerged into or consolidated with Holdings or any Subsidiary or the date that such Person’s assets are acquired by Holdings or anySubsidiary.

“Consolidated Priority Debt” means, on any date, Consolidated Total Debt excluding (i) any amount of such Indebtedness that is notincurred or Guaranteed by any Real Estate Subsidiary Guarantor and (ii) any amount of such Indebtedness that is incurred or Guaranteed byany Real Estate Subsidiary Guarantor on a basis that is subordinated in right of payment to such Real Estate Subsidiary Guarantor’sobligations under this Indenture.

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“Consolidated Total Debt” means, as at any date of determination, (a) the aggregate stated balance sheet amount of all Indebtednessof Holdings and its Subsidiaries (or, if higher, the par value or stated face amount outstanding of all such Indebtedness (other than zerocoupon Indebtedness)) determined on a consolidated basis in accordance with GAAP, minus (b) the aggregate stated balance sheet amountof cash and cash equivalents (in each case, free and clear of all Liens, other than Permitted Encumbrances and Permitted Liens described inclauses (a), (b), (n) and (v) of the definition of “Permitted Liens”) in excess of the Operating Cash Threshold; provided that the proceeds ofthe Indebtedness being incurred by Holdings or any Subsidiary for which this calculation is being made shall not be considered cash or cashequivalents for purposes of any “netting” pursuant to clause (b) of this definition; provided, however, that the application of such proceedsshall be given pro forma effect as set forth in the definitions of “Senior Secured Leverage Ratio” and “Priority Leverage Ratio.”

“Continuing Director” means, as of any date of determination, any member of the Board of Directors of Holdings who (1) was amember of such Board of Directors on the Issue Date, or (2) was nominated or approved for election or elected or appointed to such Boardof Directors by such Board or Directors or a committee thereof or with the approval of a majority of the Continuing Directors who weremembers of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of Holdings’ proxystatement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of aPerson, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meaningscorrelative thereto.

“Corporate Trust Office” shall mean the office of the Trustee specified in Section 13.1 or such other address as to which the Trusteemay give notice to the Issuer or Holders pursuant to the procedures set forth in Section 13.11.

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under the Bankruptcy Code.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; providedthat any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previousDefault will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

“Definitive Notes” means certificated Notes.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become suchpursuant to the applicable provision of this Indenture.

“Designated Non-Cash Consideration” means the fair market value (as determined in good faith by the Issuer) of non-cashconsideration received by Holdings or any Subsidiary in connection with an Asset Disposition that is so designated as DesignatedNon-Cash Consideration pursuant to an Officer’s Certificate, less the amount of cash, cash equivalents or other Permitted Investmentsreceived in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.

“Discharge of Term Loan/Notes Secured Obligations” is defined as, with respect to any Series of Term Loan/Notes SecuredObligations (i) for purposes of the ABL Intercreditor Agreement and the First/Second Priority Intercreditor Agreement, the payment in fullof all Term Loan/Notes Secured Obligations thereunder (other than certain contingent obligations) and the termination of all commitments,if any, to extend credit thereunder and (ii) for purposes of the Term Loan/Notes Pari Passu Intercreditor Agreement, the date, with respect toany Shared Collateral (as defined in the Term Loan/Notes Pari Passu Intercreditor Agreement), that such Series of Term Loan/NotesSecured Obligations ceases to be secured by such Shared Collateral (whether as a result of the repayment thereof or otherwise).

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“Disqualified Equity Interests” means any Equity Interest that by its terms (or by the terms of any security into which it is convertibleor for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:(a) matures or is mandatorily Payable (other than solely for Equity Interests that do not constitute Disqualified Equity Interests and cash inlieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise, prior to the date that is 90days after the maturity date of the Notes (measured as of the time that such Equity Interest is issued); (b) is convertible or exchangeable atthe option of the holder thereof for Indebtedness or Equity Interests (other than solely for Equity Interests that do not constituteDisqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), prior to the date that is 90 days after the maturitydate of the Notes (measured as of the time that such Equity Interest is issued); or (c) is Payable or is required to be Paid (other than solelyfor Equity Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) byHoldings or any of its Subsidiaries, in whole or in part, at the option of the holder thereof, prior to the date that is 90 days after the maturitydate of the Notes (measured as of the time that such Equity Interest is issued); provided that clauses (a) and (c) hereto (other than theexclusions set forth therein) shall not apply (x) to any requirement of mandatory Payment that is contingent upon (i) an asset disposition (orsimilar event, including condemnation or casualty), the incurrence of Indebtedness or a “change of control” (or similar event) if suchmandatory Payment can be avoided through Payment of the Notes or through investments by Holdings or any of its Subsidiaries in assets tobe used in their businesses or if such mandatory Payment is contingent upon prior payment in full of the Notes, and (ii) in addition to clause(i) above, in the case of a convertible security or a mandatorily convertible unit, a fundamental change (or similar event) or (y) if any EquityInterests would constitute Disqualified Equity Interests solely because the holders of such Equity Interests have the right to require theIssuer to repurchase such Equity Interests upon the occurrence of a change of control or an asset disposition or similar transaction if theterms of such Equity Interests provide that the Issuer may not repurchase or redeem any such Equity Interests prior to the Issuer’srepurchase of the Notes as required by this Indenture; provided, further, that only the portion of such Equity Interests which is required tobe Paid, is so convertible or exchangeable, either mandatorily or at the option of the holder thereof, prior to the maturity date of the Notesshall constitute Disqualified Equity Interests, and provided, further, that Equity Interests issued to any employee benefit plan, or by anysuch plan to any employees of Holdings or any of its Subsidiaries, shall not constitute Disqualified Equity Interests solely because theymay be required to be Paid in order to satisfy applicable statutory or regulatory obligations.

“Dollars” or “$” means the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.

“DTC” means The Depository Trust Company or any successor securities clearing agency.

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of acorporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests andmembership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Equity Offering” means a public or private offering or sale for cash by Holdings of its Equity Interests (other than DisqualifiedEquity Interests).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the final rules andregulations promulgated thereunder, as from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with Holdings, is treated as a singleemployer under Section 414(b) or (c) of the Internal Revenue Code or, solely for purposes of Section 302 of ERISA and Section 412 of theInternal Revenue Code, is treated as a single employer under Section 414 of the Internal Revenue Code.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgatedthereunder, as amended.

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“Excluded Asset” has the meaning set forth in the Security Agreement (as defined in the Second Priority Pari Passu IntercreditorAgreement).

“Excluded Immaterial Subsidiary” means, at any date of determination, any Subsidiary of Holdings that, taken together with allExcluded Immaterial Subsidiaries that are designated as Excluded Subsidiaries, did not represent more than 5% of the total Net TangibleAssets of Holdings and its Subsidiaries.

“Excluded Subsidiary” means, at any date, (i) any Realty Company that is not a Material Subsidiary as of such date, (ii) J. C. PenneyServices India Private Limited and (iii) any other Excluded Immaterial Subsidiary designated by the Issuer in writing to the Trustee. Forpurposes of determining whether a Realty Company is a Material Subsidiary or such other Excluded Subsidiary is an Excluded ImmaterialSubsidiary, the computations required by the definition of the terms “Material Subsidiary” and “Excluded Immaterial Subsidiary,” asapplicable, shall be made including the assets of all Excluded Subsidiaries.

“Existing First Lien Notes” means the Issuer’s 5.875% Senior Secured Notes due 2023.

“Existing Notes” means the Issuer’s 6.375% Senior Notes due 2036, 6.9% Notes due 2026, 7.125% Debentures due 2023, 7.4%Debentures due 2037, 7.625% Notes due 2097, the 2019 Notes, the 2020 Notes and the Existing First Lien Notes.

“fair market value” means the consideration received or paid in any transaction or series of transactions, a value that is fair and onmarket terms as determined by an Officer or the Board of Directors in good faith.

“First/Second Priority Intercreditor Agreement” means the Junior Priority Intercreditor Agreement, dated as of the Issue Date, amongthe Term Loan/Notes Collateral Agent, as First Lien Representative (as defined therein), and the Collateral Agent, as Junior PriorityRepresentative (as defined therein), as it may be amended or supplemented from time to time.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on the Saturday closest to January 31 of each calendaryear.

“Fitch” means Fitch Ratings, or any successor thereto.

“Foreign Subsidiary” means (x) any Subsidiary not organized under the laws of the United States of America, any state thereof or theDistrict of Columbia and any Subsidiary of such Foreign Subsidiary and (y) any Foreign Subsidiary Holdco.

“Foreign Subsidiary Holdco” means a Domestic Subsidiary if (i) it has no material assets other than Equity Interests or obligations ofone or more Foreign Subsidiaries and does not engage in any trade or business (other than acting as a holding company for such EquityInterests or obligations in Foreign Subsidiaries), or (ii) it is disregarded as separate from its owner for United States federal income taxpurposes and it owns Equity Interests in one or more Foreign Subsidiaries.

“Four Quarter Period” means the period of the most recent four full consecutive Fiscal Quarters.

“Future Second Priority Indebtedness” has the meaning given to the term “Future Junior Priority Indebtedness” in the Second PriorityPari Passu Intercreditor Agreement.

“Future Term Loan/Notes Indebtedness” has the meaning set forth in the Term Loan/Notes Pari Passu Intercreditor Agreement.

“GAAP” means the United States generally accepted accounting principles in effect as of the Issue Date.

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“Governmental Authority” means the government of the United States of America, any other nation or any political subdivisionthereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercisingexecutive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of anyother Person, including any such obligation, direct or indirect, contingent or otherwise, of such Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person(whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services,to take-or-pay or to maintain financial statement conditions or otherwise); or

(2) entered into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof orto protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business orconsistent with past practice. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantors” means Holdings and any Subsidiary that Guarantees the Notes, until such Note Guarantee is released in accordance withthe terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement,interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collaragreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interestrate, commodity price or currency risks either generally or under specific contingencies.

“Holder” means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the respectivenominee of DTC.

“Holdings” means J. C. Penney Company, Inc., a Delaware corporation and the direct parent of the Issuer.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligationsof such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale orother title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferredpurchase price of property or services (excluding (i) accounts payable incurred in the ordinary course of business, (ii) any earn-outobligation contingent upon performance of an acquired business, except to the extent such obligation would be required to be reflected on aconsolidated balance sheet of Holdings prepared in accordance with GAAP and (iii) accruals for payroll and other liabilities accrued in theordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right,contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtednesssecured thereby has been assumed (provided that with respect to Indebtedness that is nonrecourse to the credit of that Person, suchIndebtedness shall be taken into account only to the extent of the lesser of (x) the fair market value of the asset(s) subject to such Lien and(y) the amount of Indebtedness secured), (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations ofsuch Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters ofguaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) all Off-Balance Sheet Liabilitiesand (k) Disqualified Equity Interests. The Indebtedness of any Person shall include the Indebtedness of any other entity (including anypartnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownershipinterest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person

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is not liable therefor. For the avoidance of doubt, any preferred Equity Interests (other than any Disqualified Equity Interests) of any Personthat are convertible into common Equity Interests (other than any Disqualified Equity Interests) of such Person shall not constituteIndebtedness of such Person. For the avoidance of doubt, obligations in respect of Swap Agreements shall not constitute Indebtedness.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Initial Notes” has the meaning set forth in the first recital paragraph of this Indenture.

“Insolvency Proceeding” means any case or proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution orassignment for the benefit of creditors, in each of the foregoing events whether under the Bankruptcy Code or any similar federal, state orforeign bankruptcy, insolvency, reorganization, receivership or similar law.

“Intercreditor Agreements” means the Second Priority Pari Passu Intercreditor Agreement, the First/Second Priority IntercreditorAgreement and the ABL Intercreditor Agreement.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter,and any successor statute.

“Issue Date” means March 12, 2018.

“Issuer” has the meaning assigned to such term in the preamble of this Indenture.

“JCP Parties” means, collectively, the Issuer and the Guarantors.

“Junior Lien Priority” means a Lien that ranks junior in priority to the Liens securing the Second Priority Secured Obligations onsubstantially similar terms to the terms on which the Liens securing the Second Priority Secured Obligations are subordinated to the Lienssecuring the Term Loan/Notes Secured Obligations in the First/Second Priority Intercreditor Agreement.

“Junior Priority Secured Obligations” means the Obligations with respect to Indebtedness which is by its terms intended to be securedby the Collateral with a Junior Lien Priority relative to the Second Priority Secured Obligations; provided that the collateral agent for suchIndebtedness shall become party to (i) an intercreditor agreement establishing the Junior Lien Priority of such Obligations relative to theSecond Priority Secured Obligations, which may take the form of an amendment to or amendment and restatement of the First/SecondPriority Intercreditor Agreement, (ii) unless the ABL Secured Obligations Payment Date has occurred, the ABL Intercreditor Agreementand (iii) unless the Discharge of Term Loan/Notes Secured Obligations has occurred, the First/Second Priority Intercreditor Agreement,and the indenture, loan agreement and other agreements relating to such Indebtedness (including the security documents relating thereto)authorize the collateral agent for such Indebtedness to bind the holders of such Obligations to the terms of the agreements set forth inclauses (i), (ii) and (iii) above, as applicable.

“Leasehold Property” means any leasehold interest of the Issuer or any Guarantor as lessee under any lease of real property.

“Lien” means with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or securityinterest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retentionagreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset, excludingoperating leases.

“Material Real Estate Asset” means, as of any date of determination, any Real Estate Asset that secures the Term Loan/Notes SecuredObligations.

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“Material Subsidiary” means, at any date of determination, any Subsidiary of Holdings that had, as of the date of the most recentfinancial statements delivered pursuant to Section 3.10 (or prior to delivery of such financial statements, as of the end of the most recentFiscal Quarter (or Fiscal Year) with respect to which historical financial statements have been delivered), Net Tangible Assets representingmore than 3% (or in the case of JCP Realty, Inc. and its Subsidiaries, 5%) of the total Net Tangible Assets of Holdings and its Subsidiaries.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Mortgage” means a mortgage, deed of trust, deed to secure debt, security deed, trust deed or spreader of lien, as it may be amended,restated supplemented or otherwise modified from time to time.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA maintained, sponsored or contributedto by Holdings or any ERISA Affiliate.

“Net Available Cash” means, with respect to any Asset Disposition, an amount equal to: (i) cash payments (including any cashreceived by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received)received by Holdings or any of its Subsidiaries from such Asset Disposition, minus (ii) any bona fide direct costs incurred in connectionwith such Asset Disposition, including (a) income or gains taxes payable by the seller as a result of any gain recognized in connection withsuch Asset Disposition, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness(other than the Notes and Indebtedness that is secured by a Lien on Second Priority Collateral on a basis that is pari passu with or junior tothe Notes) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result ofsuch Asset Disposition and (c) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’sindemnities and representations and warranties to purchaser in respect of such Asset Disposition undertaken by Holdings or any of itsSubsidiaries in connection with such Asset Disposition; provided that upon release of any such reserve to Holdings or any of itsSubsidiaries, the amount released shall be considered Net Available Cash.

“Net Tangible Assets” means the aggregate amount at which the assets of Holdings and its Subsidiaries are reflected, in accordancewith GAAP as in effect on the Issue Date, on the asset side of the consolidated balance sheet of Holdings and its Subsidiaries, as of the endof the most recent Fiscal Quarter for which financial statements shall at such time have been delivered pursuant to Section 3.10 orotherwise prepared (or prior to delivery of such financial statements, as of the end of the most recent Fiscal Quarter (or Fiscal Year) withrespect to which historical financial statements have been delivered or otherwise prepared) (after deducting all valuation and qualifyingreserves relating to such assets), except any of the following described items that may be included among such assets: (a) trademarks,patents, goodwill and similar intangibles, (b) investments in and advances to Subsidiaries, and (c) capital lease property rights, afterdeducting from such amount current liabilities (other than deferred Tax effects) as reflected, in accordance with GAAP as in effect on theIssue Date, on such balance sheet.

“Non-Guarantor” means any Subsidiary of Holdings (other than the Issuer) that is not a Guarantor.

“Non-U.S. Person” means a Person who is not a U.S. Person (as defined in Regulation S).

“Note Documents” means the Notes (including Additional Notes), the Note Guarantees, the Collateral Documents, the IntercreditorAgreements and this Indenture.

“Notes” has the meaning set forth in the first recital paragraph of this Indenture.

“Notes Custodian” means the custodian with respect to the Global Notes (as appointed by the Depositary), or any successor Personthereto and shall initially be the Trustee.

“Notes Obligations” means all Obligations of the Issuer and the Guarantors under this Indenture, the Notes and the CollateralDocuments.

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“Notes Percentage” means, at any time, the percentage of the aggregate principal amount of Second Priority Secured Obligationsoutstanding at such time represented by the aggregate principal amount of Notes then outstanding.

“Notes Secured Parties” means the Trustee, the Collateral Agent and the Holders of the Notes.

“Obligations” means any principal, interest, (including Post-Petition Interest or entitlement to fees or expenses or other chargesaccruing on or after the filing of any petition or application in bankruptcy or insolvency case or proceeding or for reorganization relating tothe Issuer or any Guarantor whether or not a claim for Post-Petition Interest is allowed or allowable in such proceedings), penalties, fees,expenses, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit andbankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness.

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts ornotes receivable sold by such Person or (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transactionentered into by such Person. For the avoidance of doubt, any preferred Equity Interests (other than any Disqualified Equity Interests) of anyPerson that are convertible into common Equity Interests (other than any Disqualified Equity Interests) of such Person shall not constitutean Off-Balance Sheet Liability of such Person.

“Offering Memorandum” means the final offering memorandum, dated March 8, 2018, relating to the offering by the Issuer of theInitial Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, any Vice Chairman of the Board, the Chief ExecutiveOfficer, the President, any Executive Vice President, any Senior Vice President, the Chief Financial Officer, the Treasurer or CorporateTreasurer, any Assistant Treasurer or Assistant Corporate Treasurer, the Controller or Corporate Controller, any Assistant Controller orAssistant Corporate Controller, the General Counsel, any Vice President, the Secretary or Corporate Secretary or any Assistant Secretary orAssistant Corporate Secretary of such Person.

“Officer’s Certificate” means, with respect to any Person, a certificate signed by one Officer of such Person.

“Operating Cash Threshold” means $750,000,000.

“Opinion of Counsel” means an opinion in writing (subject to customary qualifications and assumptions) signed by legal counsel, whomay be an employee of or counsel to Holdings or the Issuer, or may be other counsel who is reasonably satisfactory to the Trustee thatmeets the requirements of Section 13.4.

“Pay” means, in respect of any Indebtedness or Equity Interest, to pay, prepay, purchase, repurchase, redeem, retire, cancel orterminate such Indebtedness or Equity Interest other than (i) in exchange for Equity Interests that are not Disqualified Equity Interests (pluscash in lieu of fractional shares of such Equity Interests) and (ii) payment of interest with respect to Indebtedness or Equity Interests andaccrued dividends paid pro rata to all holders of such class or series of Equity Interests. The words “Payment” and “Payable” shall havemeanings correlative to the foregoing.

“Paying Agent” means any Person authorized by the Issuer to pay the principal of (and premium, if any) or interest on any Note onbehalf of the Issuer.

“Permitted Encumbrances” means:

(a) Liens imposed by law for Taxes, assessments or governmental charges or levies that, in each case, are not overdue by morethan 30 days or are being contested;

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(b) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s and other like Liens imposed by law, arisingin the ordinary course of business and securing obligations that are not overdue by more than 30 days (or, in the case of a landlords’Lien, beyond any notice and cure period under the applicable real property lease) or are being contested;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemploymentinsurance, employers’ health taxes and other social security laws or regulations or similar legislation or to secure letters of credit, bankguarantees or similar instruments supporting such obligations;

(d) pledges or deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds,performance bonds or obligations to insurance carriers and other obligations of a like nature, in each case in the ordinary course ofbusiness or to secure letters of credit, bank guarantees or similar instruments supporting such obligations;

(e) judgment liens in respect of judgments that do not constitute an Event of Default;

(f) easements, restrictions (including zoning restrictions), rights-of-way and other encumbrances, title defects and matters ofrecord affecting real property that do not materially detract from the value of the Collateral, taken as a whole, or interfere with theordinary conduct of business of Holdings and its Subsidiaries, taken as a whole;

(g) the special property interest of a consignor in respect of goods subject to consignment;

(h) Liens (i) in favor of banks, other financial institutions, securities or commodities intermediaries or brokerage arising as amatter of law encumbering deposits of cash, securities, commodities and other funds maintained with such Persons (including rights ofset off) and that are within the general parameters customary in such Person’s industry, (ii) deemed to exist in connection withinvestments in repurchase agreements described in clause (d) of the definition of “Permitted Investments,” (iii) attaching to commoditytrading accounts or other brokerage accounts in the ordinary course of business securing obligations owed to the institutions with whichsuch accounts are maintained, (iv) that are contractual rights of setoff (x) relating to the establishment of depository relations withbanks or other deposit-taking financial institutions in the ordinary course of business and not given in connection with the issuance ofIndebtedness or (y) relating to pooled deposit or sweep accounts of Holdings or any of its Subsidiaries to permit satisfaction ofoverdraft or similar obligations incurred in the ordinary course of business and (v) that are rights of set-off (or holdbacks or reservesestablished by a credit card issuer or processor) against credit balances of Holdings or any of its Subsidiaries with credit card issuers orcredit card processors or amounts owing by such credit card issuers or credit card processors to Holdings or any of its Subsidiaries, orLiens on returned merchandise in favor of such issuers or processors, in each case in the ordinary course of business, but not rights ofset-off against any other property or assets of Holdings or any of its Subsidiaries pursuant to agreements with credit card issuers orcredit card processors to secure the obligations of Holdings or any of its Subsidiaries to credit card issuers or credit card processors as aresult of fees and chargebacks;

(i) Liens of a collecting bank under Section 4-210 of the UCC in effect in the relevant jurisdiction (or Section 4-208 in the case ofthe New York UCC) on items in the course of collection;

(j) Liens of sellers of goods to Holdings or a Subsidiary arising as a matter of law under Article 2 of the UCC in effect in therelevant jurisdiction or similar provisions of applicable law, in each case in the ordinary course of business;

(k) licenses of patents, trademarks and other intellectual property rights of Holdings or any of its Subsidiaries, in each case in theordinary course of business and not materially interfering with the conduct of business by Holdings and its Subsidiaries, taken as awhole;

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(l) Liens solely on any cash earnest money deposits made by Holdings or any of its Subsidiaries in connection with any letter ofintent or purchase agreement entered into by it;

(m) Liens incurred in the ordinary course of business in connection with the shipping of goods on the related goods and proceedsthereof in favor of the shipper of such goods;

(n) as to any Leasehold Property, any Lien encumbering the underlying fee estate or master or primary lease in connectiontherewith so long as such fee estate or landlord (or similar) interest is not held by a Person that is the Issuer or a Guarantor or anAffiliate of the Issuer or a Guarantor; and

(o) any matters affirmatively insured over or exceptions noted in the final title polices issued in connection with the Mortgages;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness for borrowed money.

“Permitted Indebtedness” means:

(a) obligations incurred by any Real Estate Subsidiary Guarantor arising from agreements providing for customaryindemnification, earnouts, adjustment of purchase price, non-compete, consulting or other similar obligations, in each case arising inconnection with acquisitions or dispositions of any business, assets or subsidiary of such Real Estate Subsidiary Guarantor permittedunder this Indenture;

(b) Indebtedness in respect of (i) the financing of insurance premiums or (ii) take-or-pay or minimum buy obligations containedin supply agreements, in each case incurred in the ordinary course of business;

(c) obligations in respect of deferred compensation to employees of any Real Estate Subsidiary Guarantor in the ordinary courseof business;

(d) (i) obligations of any Real Estate Subsidiary Guarantor incurred in the ordinary course of business in respect of performanceguarantees, completion guarantees, performance bonds, bid bonds, appeal bonds, surety bonds, judgment bonds, replevin bonds andsimilar bonds, self-insurance and other similar obligations to the extent any such obligations constitute Indebtedness and (ii) obligationsin respect of letters of credit, bank guarantees or similar instruments supporting any such obligations or obligations described in clauses(c) and (d) of the definition of “Permitted Encumbrances”;

(e) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased inthe ordinary course of business; and

(f) Indebtedness incurred in the ordinary course of business in respect of cash management; netting services; automaticclearinghouse arrangements; employee credit card, debit card, prepaid card, purchase card or other payment card programs; overdraftprotections and other bank products and similar arrangements and Indebtedness arising from the honoring by a bank or other financialinstitution of a check, draft or similar instrument of a Real Estate Subsidiary Guarantor drawn against insufficient funds in the ordinarycourse of business that is promptly repaid.

“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United Statesof America (or by any agency or instrumentality thereof);

(b) investments in commercial paper maturing no more than one year from the date of creation thereof and having, at the time ofthe acquisition thereof, a credit rating of at least A2 from S&P, P2 from Moody’s or F2 from Fitch;

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(c) investments in certificates of deposit, bankers’ acceptances and time deposits issued or guaranteed by or placed with, andmoney market deposit accounts issued or offered by, (i) any domestic or offshore office of any commercial bank organized under thelaws of the United States of America or any State thereof, (ii) any office located within the United States of America or in a foreignjurisdiction that has a tax treaty with the United States of America of a commercial bank organized under the laws of another countryor (iii) any office located in London of any commercial bank organized under the laws of the United States of America, any Asiancountry or any European country, in each case which, at the time of acquisition, has a combined capital and surplus and undividedprofits of not less than $500,000,000; provided, however, that investments with any bank that has a combined capital and surplus andundivided profits of less than $500,000,000 are permitted if the Issuer maintains a banking relationship with such bank;

(d) collateralized repurchase agreements with a term of not more than 365 days and entered into with a financial institutionsatisfying the criteria described in clause (c) above or any ABL Lender or any Affiliate of an ABL Lender (i) that has a combinedcapital and surplus and undivided profits of not less than $500,000,000 or (ii) whose obligations under any such agreements isguaranteed by an entity that has a combined capital and surplus and undivided profits of not less than $500,000,000; and

(e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940and (ii) have portfolio assets of at least $3,000,000,000; provided that investments in any money market fund with portfolio assets ofless than $3,000,000,000 are permitted if such fund has received a rating of AAA from S&P or Aaa from Moody’s.

“Permitted Liens” means each of the following:

(a) Liens on the Collateral and the Term Loan/Notes Exclusive Real Estate Collateral in favor of the Term Loan/Notes CollateralAgent securing Term Loan/Notes Secured Obligations in respect of (i) the Existing First Lien Notes issued on June 23, 2016, (ii) theTerm Loan Agreement so long as the aggregate principal amount of Indebtedness outstanding thereunder does not exceed$1,688,125,000 minus (A) the amount of any prepayment thereof from Net Available Cash from a disposition of Collateral pursuant toSection 3.5 and (B) the principal amount thereof Paid in connection with the incurrence of Indebtedness secured by Liens pursuant toclause (a)(iv) below), (iii) Future Term Loan/Notes Indebtedness (and Term Loan/Notes Secured Obligations in respect thereof) so longas on a pro forma basis (as determined in compliance with the definition of Senior Secured Leverage Ratio) (A) the Senior SecuredLeverage Ratio shall not exceed 2.75 to 1.00 and (B) the Consolidated Adjusted EBITDA for the period of the most recent four fullconsecutive Fiscal Quarters for which financial statements have been delivered pursuant to Section 3.10 (or prior to delivery of suchfinancial statements, with respect to which historical financial statements have been prepared) shall exceed $1.0 billion, (iv) FutureTerm Loan/Notes Indebtedness (and Term Loan/Notes Secured Obligations in respect thereof) so long as immediately after givingeffect to the incurrence of such Indebtedness the Collateral Coverage Ratio shall be at least 1.20 to 1.00 and (v) refinancings,extensions, renewals and replacements of Indebtedness secured by Liens described in subclauses (i) through (iv) above that do notincrease the outstanding principal amount thereof, other than in respect of any accrued interest, premium, fees, costs or expensespayable in connection with such extension, renewal or replacement;

(b) Liens on the Collateral in favor of the Collateral Agent securing Second Priority Secured Obligations in respect of (i) Notesand related Note Guarantees issued on the Issue Date, (ii) Future Second Priority Indebtedness (subject, in the case of any Guaranteethereof by a Real Estate Subsidiary Guarantor, to such amount being permitted by clause (a) or (g) of Section 3.11 and(iii) refinancings, extensions, renewals and replacements of Indebtedness secured by Liens described in subclauses (i) and (ii) abovethat do not increase the outstanding principal amount thereof, other than in respect of any accrued interest, premium, fees, costs orexpenses payable in connection with such extension, renewal or replacement;

(c) Permitted Encumbrances;

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(d) any Lien on any property or asset of Holdings or any Subsidiary existing on the Issue Date (other than Liens securing theSecond Priority Secured Obligations, the Term Loans/Notes Secured Obligations and the ABL Secured Obligations); provided that(i) such Lien shall not apply to any other property or asset of Holdings or any Subsidiary and (ii) such Lien shall secure only thoseobligations which it secured on the Issue Date and refinancings, extensions, renewals and replacements thereof that do not increase theoutstanding principal amount thereof, other than in respect of any accrued interest, premium, fees, costs or expenses payable inconnection with such extension, renewal or replacement;

(e) any Lien existing on any property or asset prior to the acquisition thereof by Holdings or any Subsidiary or existing on anyproperty or asset of any Person that becomes a Subsidiary after the Issue Date prior to the time such Person becomes a Subsidiary;provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming aSubsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of Holdings or any Subsidiary and(iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes aSubsidiary, as the case may be, and refinancings, extensions, renewals and replacements thereof that do not increase the outstandingprincipal amount thereof, other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection withsuch extension, renewal or replacement;

(f) Liens on fixed or capital assets (other than real property or fixtures constituting Collateral as of the Issue Date or required tobecome Collateral pursuant to Indenture) or on computer hardware or software or other information technology assets which areacquired, constructed or improved by Holdings or any Subsidiary; provided that (i) such security interests secure Indebtedness ofHoldings or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (other thanreal property or fixtures constituting (or specifically required to become) Collateral as of the Issue Date) or to finance the acquisition ofcomputer hardware or software or other information technology assets, including Capital Lease Obligations and any Indebtednessassumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof,and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principalamount thereof (other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection therewith),(ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or thecompletion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring,constructing or improving such fixed or capital assets, (iv) such security interests shall not apply to any other property or assets ofHoldings or any Subsidiaries and (v) the aggregate principal amount of Liens securing Indebtedness permitted by this clause (f) shallnot exceed $750,000,000 at any time outstanding;

(g) Liens in respect of leases, subleases, licenses and any other occupancy rights or agreements granted to other Persons (i) in theordinary course of business and not materially interfering with the conduct of business of Holdings and its Subsidiaries, taken as awhole or (ii) with respect to Real Estate Assets no longer deemed by Holdings or any Subsidiary, as applicable, to be useful in theconduct of the business;

(h) Liens arising out of conditional sale, title retention, consignment (including “sale or return” arrangements) or similararrangements for the sale of goods entered into by the Issuer or any of its Subsidiaries in the ordinary course of business; provided thatthe aggregate amount of such goods shall not exceed $100,000,000 at any one time;

(i) Liens in favor of customs and revenue authorities arising as a matter of law securing payment of customs duties in connectionwith the importation of goods;

(j) any encumbrance or restriction (including pursuant to put and call agreements or buy/sell arrangements) with respect to theEquity Interests of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such jointventure or similar arrangement;

(k) the sale or discount, in the ordinary course of business, of accounts receivable in connection with the compromise orcollection thereof and not in connection with any financing or factoring arrangement;

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(l) Liens (other than Liens on any Collateral) securing Indebtedness of a Subsidiary to the Issuer or a Guarantor or of aNon-Guarantor to another Subsidiary that is Non-Guarantor;

(m) Liens on property subject to sale and leaseback transactions not prohibited by Section 3.7 and general intangibles relatedthereto;

(n) Liens on the Collateral securing ABL Secured Obligations (i) arising under the ABL Loan Documents so long as theaggregate principal amount of loans and advances under the ABL Credit Agreement and unreimbursed obligations under letters ofcredit incurred under the ABL Credit Agreement shall not exceed $2,750,000,000, (ii) consisting of Hedging Obligations or(iii) constituting Supply Chain Obligations and Treasury Services Obligations, in each case owing to any ABL Lender or Affiliate of anABL Lender; provided that any such Liens on (x) the Term Loan/Notes Exclusive Collateral are subordinated to the Liens securing theTerm Loan/Notes Secured Obligations on terms satisfactory to the “Applicable Authorized Representative” (as defined in the TermLoan/Notes Pari Passu Intercreditor Agreement) in its sole discretion and (y) the Second Priority Collateral are subordinated to theLiens securing the Second Priority Secured Obligations on terms satisfactory to the Applicable Authorized Representative in its solediscretion;

(o) Liens on insurance policies and the proceeds thereof and unearned premiums securing the financing of premiums with respectto Indebtedness in respect of the financing of insurance premiums;

(p) to the extent constituting a Lien, sales or assignments of any litigation claims or rights to receive payments with respect to anysuch claims;

(q) to the extent constituting a Lien, sales or assignments of any right to receive rental payments permitted under Section 3.5;

(r) Liens on cash or cash equivalents securing Swap Agreements;

(s) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respectof bankers’ acceptances or trade letters of credit issued or created for the account of such Person to facilitate the purchase, shipment orstorage of such inventory or other goods;

(t) [reserved];

(u) other Liens securing obligations that do not exceed the greater of (A) $250,000,000 and (B) 5% of Stockholders’ Equitydetermined as of a Fiscal Quarter end selected by the Issuer within 65 days of the date of incurrence of such Lien; and

(v) Liens on the Collateral securing Indebtedness constituting Junior Priority Secured Obligations.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies,limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts,business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Plan” means any pension plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 ofthe Internal Revenue Code or Section 302 of ERISA that is maintained, sponsored or contributed to by Holdings or any ERISA Affiliate.

“Post-Petition Interest” means any interest, fees, expenses or other amount that accrues or would have accrued after thecommencement of any Insolvency Proceeding, whether or not allowed or allowable in any such Insolvency Proceeding.

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“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidencedby such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.7 in exchange for orin lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolenNote.

“Priority Leverage Ratio” means, as of any date of determination, the ratio of (i) Consolidated Priority Debt to (ii) ConsolidatedAdjusted EBITDA for the Four Quarter Period ending prior to the date of such determination for which financial statements have beendelivered pursuant to Section 3.10 (or prior to delivery of such financial statements, with respect to which historical financial statementshave been prepared), in each case, on a pro forma basis. All such pro forma computations shall be calculated after giving effect on a proforma basis to any incurrence of Indebtedness, investment, acquisition, disposition, dividend, purchase of Equity Interests, payment inrespect of Indebtedness or other transaction occurring during the Four Quarter Period or at any time subsequent to the last day of the FourQuarter Period and on or prior to the date of determination, as if each such transaction had occurred on the first day of the applicable FourQuarter Period, and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of andany related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. If anyIndebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as ifthe rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreementapplicable to such Indebtedness if such Swap Agreement has a remaining term in excess of 12 months).

“QIB” means any “qualified institutional buyer” as such term is defined in Rule 144A.

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by the Issuer or anyGuarantor in any real property.

“Real Estate Subsidiary Guarantor” means any Subsidiary Guarantor that directly owns any Material Real Estate Assets, during theperiod that such Person both is a Subsidiary Guarantor and so directly owns any Material Real Estate Assets.

“Realty Company” means each of JCP Realty Inc. and its Subsidiaries that is principally engaged in the business of owning real estateand/or real estate-related interests.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S-X” means Regulation S-X under the Securities Act.

“Restricted Notes” means Initial Notes and Additional Notes bearing one of the restrictive legends described in Section 2.1(c).

“Restricted Notes Legend” means the legend set forth in Section 2.1(c).

“Rule 144A” means Rule 144A under the Securities Act.

“S&P” means S&P Global Ratings, the credit ratings business operated by S&P Global Inc. and its subsidiaries.

“SEC” means the Securities and Exchange Commission or any successor thereto.

“Second Priority Collateral” means the Term Loan/Notes Exclusive Collateral other than the Term Loan/Notes Exclusive Real EstateCollateral.

“Second Priority Documents” means the Note Documents and all other documents governing Second Priority Secured Obligations.

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“Second Priority Pari Passu Intercreditor Agreement” means that certain Junior Lien Pari Passu Intercreditor Agreement, dated as ofthe Issue Date, among the Trustee, as Authorized Representative under this Indenture, each other Authorized Representative party theretofrom time to time and the Collateral Agent, as it may be amended or supplemented from time to time.

“Second Priority Secured Obligations” has the meaning given to the term “Junior Priority Secured Obligations” in the Second PriorityPari Passu Intercreditor Agreement.

“Second Priority Secured Parties” has the meaning given to the term “Junior Lien Secured Parties” in the Second Priority Pari PassuIntercreditor Agreement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, asamended.

“Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (i) any Consolidated Total Debt (other thanIndebtedness constituting Second Priority Secured Obligations or Junior Priority Secured Obligations) that is secured by a Lien upon anyreal or personal property or other assets of Holdings, the Issuer or any Subsidiary as of such date to (ii) Consolidated Adjusted EBITDA forthe Four Quarter Period ending prior to the date of such determination for which financial statements have been delivered pursuant toSection 3.10 (or prior to delivery of such financial statements, with respect to which historical financial statements have been prepared), ineach case, on a pro forma basis. All such pro forma computations shall be calculated after giving effect on a pro forma basis to anyincurrence of Indebtedness, investment, acquisition, disposition, dividend, purchase of Equity Interests, payment in respect of Indebtednessor other transaction occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on orprior to the date of determination, as if each such transaction had occurred on the first day of the applicable Four Quarter Period, and, to theextent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence orreduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floatingrate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date ofdetermination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtednessif such Swap Agreement has a remaining term in excess of 12 months).

“Series of Second Priority Secured Obligations” has the meaning given to the term “Series” in the Second Priority Pari PassuIntercreditor Agreement.

“Series of Term Loan/Notes Secured Obligations” has the meaning given to the term “Series” in the Term Loan/Notes Pari PassuIntercreditor Agreement.

“Significant Subsidiary” means any Subsidiary that would constitute a “significant subsidiary” of Holdings or the Issuer as defined inRule 1-02(w) of Regulation S-X under the Securities Act and the Exchange Act as in effect on the Issue Date.

“Specified Sale/Leaseback Proceeds” shall mean all Net Available Cash received on or after the Issue Date in respect of allSale/Leaseback Transactions consummated in reliance on clause (b) of Section 3.7 to the extent (and only to the extent) such Net AvailableCash is in excess of the greater of (x) $500.0 million and (y) 7.5% of Net Tangible Assets.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment ofprincipal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include anycontingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Stockholders’ Equity” means the sum, as at the close of a monthly accounting period (selected by Holdings) ending within 65 daysnext preceding the date of determination, of (a) the aggregate of capital, capital stock, capital surplus, capital in excess of par value ofstock, reinvested earnings, earned surplus and net income retained

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for use in the business (however the foregoing may be designated), after deducting the cost of shares of capital stock of Holdings held in itstreasury, of Holdings and its consolidated Subsidiaries, determined in accordance with generally accepted accounting practices applied onthe basis used in reports from time to time to stockholders of Holdings, plus (b) the amount reflected in such determination as deferred taxeffects. For purposes of this definition, “Subsidiary” means (i) any corporation of which Holdings, directly or indirectly, owns more than50% of the outstanding stock, which at the time shall have by the terms thereof ordinary voting power to elect directors of suchcorporation, irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might havevoting power by reason of the happening of any contingency, or (ii) any such corporation of which such percentage of shares of outstandingstock of the character described in the foregoing clause (i) shall at the time be owned, directly or indirectly, by Holdings and one or moreSubsidiaries as defined in the foregoing clause (i) or by one or more such Subsidiaries.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financialstatements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limitedliability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% ofthe ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned orheld; provided that Excluded Subsidiaries shall not be considered “Subsidiaries” of Holdings or the Issuer for purposes hereof. Unless thecontext requires otherwise, any reference to a “Subsidiary” contained herein shall refer to a Subsidiary of Holdings.

“Subsidiary Guarantor” means any Subsidiary of the Issuer that Guarantees the Notes, until such Subsidiary’s Note Guarantee isreleased in accordance with the terms of this Indenture.

“Supply Chain Obligations” means Obligations under any letters of credit, guarantees or other credit support provided in respect oftrade payables of the Issuer or any Subsidiary of the Issuer, in each case issued for the benefit of any bank, financial institution or otherPerson that has acquired such trade payables pursuant to “supply chain” or other similar financing for vendors and suppliers of the Issuer orany of its Subsidiaries, to the extent the documentation for such Obligations specifically provides that the applicable ABL Lender orAffiliate of an ABL Lender is entitled to be secured under the “Collateral Agreement” (as defined in the ABL Credit Agreement).

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similaragreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, oreconomic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or anycombination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of servicesprovided by current or former directors, officers, employees or consultants of Holdings or the Subsidiaries shall be a Swap Agreement. Forthe avoidance of doubt, “Swap Agreement” will include a swap transaction pursuant to which the obligations of the Issuer or applicableGuarantor to make scheduled payments thereunder are deferred (including, without limitation, payment obligations that are deferred to thescheduled termination date of such transaction so that the Issuer or such Guarantor makes a single payment thereunder on such scheduledtermination date).

“Tax” or “Taxes” means any present or future tax, levy, impost, duty, deduction, withholding (including backup withholding),assessment, fee or other charge imposed by any Governmental Authority, including any interest, additions to tax or penalties applicablethereto.

“Tender Offers” means the cash tender offers by the Issuer and Holdings for up to $95 million aggregate principal amount of the2019 Notes and up to $225 million aggregate principal amount of the 2020 Notes.

“Term Loan Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the Term LoanAgreement, and its successors in such capacity.

“Term Loan Agreement” means the Amended and Restated Credit and Guaranty Agreement, dated as of June 23, 2016, by and amongthe Issuer, the guarantors from time to time party thereto, the Term Loan Administrative Agent, and each lender from time to time partythereto, as amended, extended, renewed, restated, refunded,

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replaced, refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms,conditions, covenants and other provisions) from time to time, and any one or more agreements (and related documents) governingIndebtedness, including indentures, incurred to refinance, substitute, supplement, replace or add to (including increasing the amountavailable for borrowing or adding or removing any Person as a borrower, issuer or guarantor thereunder, in whole or in part), theborrowings and commitments then outstanding or permitted to be outstanding under such Term Loan Agreement or one or more successorsto the Term Loan Agreement or one or more new credit agreements.

“Term Loan/Notes Collateral Agent” has the meaning given to the term “First Lien Representative” in the First/Second PriorityIntercreditor Agreement.

“Term Loan/Notes Exclusive Collateral” has the meaning set forth in the ABL Intercreditor Agreement.

“Term Loan/Notes Exclusive Real Estate Collateral” means the Term Loan/Notes Exclusive Collateral consisting of real estateinterests (including leasehold interests).

“Term Loan/Notes Pari Passu Intercreditor Agreement” means the Pari Passu Intercreditor Agreement, dated as of June 23, 2016,among the Term Loan/Notes Collateral Agent, the Term Loan Administrative Agent and Wilmington Trust, National Association, astrustee for the Existing First Lien Notes, as it may be amended or supplemented from time to time.

“Term Loan/Notes Secured Obligations” has the meaning set forth in the Term Loan/Notes Pari Passu Intercreditor Agreement.

“Transactions” means (i) the issuance and sale of the Initial Notes, (ii) the consummation of the Tender Offers and (iii) the paymentof all fees and expenses related thereto.

“Treasury Rate” means, with respect to the Notes, as of the applicable redemption date, the weekly average rounded to the nearest1/100th of a percentage point (for the most recently completed week for which such information is available as of the date that is twobusiness days prior to the redemption date) of the yield to maturity of United States Treasury Securities with a constant maturity (ascompiled and published in Federal Reserve Statistical Release H.15 with respect to each applicable day during such week or, if suchStatistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from theredemption date to March 15, 2021; provided, however, that if the period from such redemption date to March 15, 2021 is not equal to theconstant maturity of a United States Treasury Security for which such a yield is given, the Treasury Rate shall be obtained by linearinterpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury Securities for whichsuch yields are given, except that if the period from the redemption date to March 15, 2021 is less than one year, the weekly average yieldon actually traded United States Treasury Securities adjusted to a constant maturity of one year shall be used.

“Treasury Services Obligations” means Obligations in respect of treasury, depositary or cash management services (includingpurchasing cards and stored value cards) from, or any automated clearinghouse transfer of funds to, any entity that is an ABL Lender or anAffiliate of an ABL Lender.

“Trust Officer” means, when used with respect to the Trustee, any vice president, assistant vice president, any trust officer or anyother officer of the Trustee who shall have direct responsibility for the administration of this Indenture, and also means any other officer ofthe Trustee to whom any corporate trust matter relating to this Indenture is referred because of such person’s knowledge of and familiaritywith the particular subject.

“Trustee” has the meaning assigned to such term in the preamble of this Indenture until a successor replaces it and, thereafter, meansthe successor.

“UCC” means the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction governthe perfection or enforcement of any security interest, the Uniform Commercial Code of such jurisdiction.

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“U.S. Government Obligations” means securities which are (1) direct obligations of the United States of America for the payment ofwhich its full faith and credit is pledged, or (2) obligations of a Person controlled or supervised by and acting as an agency orinstrumentality of the United States of America, provided that the payment of such obligations is unconditionally Guaranteed as a full faithand credit obligation by the United States of America. The term “U.S. Government Obligations” shall also include depository receiptsissued by a bank or trust company as custodian and evidencing ownership by the holders of such depository receipts of future payments ofinterest or principal, or both, on U.S. Government Obligations, as defined above, held by such custodian; provided that except as requiredby law, no deduction may be made by the custodian from the amount payable to the holder of any such depository receipt from the amountreceived by the custodian in respect of any such payment of interest or principal.

SECTION 1.2. Other Definitions.

Term Defined in

Section“Additional Restricted Notes” 2.1(b)“Agent Members” 2.1(e)(2)“Asset Disposition Offer” 3.5(b)“Asset Disposition Payment Date” 3.5(c)“Authenticating Agent” 2.2“Automatic Exchange” 2.6(e)“Automatic Exchange Date” 2.6(e)“Change of Control Offer” 3.9(a)“Change of Control Payment” 3.9(a)“Change of Control Payment Date” 3.9(a)“Clearstream” 2.1(a)“Defaulted Interest” 2.11“Defeasance” 8.2“Euroclear” 2.1(a)“Event of Default” 6.1(a)“Excess Proceeds” 3.5(b)“Global Notes” 2.1(a)“Guaranteed Obligations” 10.1“Initial Lien” 3.6(a)“Issuer Order” 2.2“Legal Holiday” 13.7“Note Guarantees” 10.1“Notes Register” 2.3“Permitted Supply Chain Financing” 3.11(h)“protected purchaser” 2.7“Redemption Date” 5.1

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Term Defined in

Section“Registrar” 2.3“Regulation S Global Note” 2.1(a)“Regulation S Notes” 2.1(a)“Restricted Global Note” 2.6(e)“Restricted Period” 2.1(a)“Rule 144A Global Note” 2.1(a)“Rule 144A Notes” 2.1(a)“Sale/Leaseback Transaction” 3.7“Satisfaction and Discharge” 11.1“Secured Indebtedness” 6.1(a)(4)“Special Interest Payment Date” 2.11(a)“Special Record Date” 2.11(a)“TIA” 1.4“Unrestricted Global Note” 2.6(e)“USA PATRIOT Act” 13.11

SECTION 1.3. Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) “including” means including without limitation;

(5) words in the singular include the plural and words in the plural include the singular;

(6) “will” shall be interpreted to express a command;

(7) all amounts expressed in this Indenture or in any of the Notes in terms of money refer to the lawful currency of the UnitedStates of America;

(8) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not toany particular Article, Section or other subdivision of this Indenture; and

(9) references to “Article,” “Section” or other subdivision herein are references to an Article, Section or other subdivision of thisIndenture.

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SECTION 1.4. Inapplicability of the Trust Indenture Act. No provisions of the Trust Indenture Act of 1939, as amended (the “TIA”),are incorporated by reference in or made a part of this Indenture unless explicitly incorporated by reference. Unless specifically provided inthis Indenture, no terms that are defined under the TIA have such meanings for purposes of this Indenture.

ARTICLE II

THE NOTES

SECTION 2.1. Form, Dating and Terms.

(a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The InitialNotes issued on the date hereof will be in an aggregate principal amount of $400,000,000. In addition, the Issuer may issue, from time totime in accordance with the provisions of this Indenture, Additional Notes. Furthermore, Notes may be authenticated and delivered uponregistration of transfer, exchange or in lieu of other Notes pursuant to Section 2.2, 2.6, 2.7, 2.9, 5.6 or 9.5, in connection with an AssetDisposition Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.9.

Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, unless such issuance is incompliance with Sections 3.6 and 3.11.

With respect to any Additional Notes, the Issuer shall set forth in an Officer’s Certificate or one or more indentures supplementalhereto, the following information:

(A) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(B) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; and

(C) whether such Additional Notes shall be Restricted Notes.

In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in relying uponthe Opinion of Counsel and Officer’s Certificate required by Section 13.3.

The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of this Indenture. Holdersof the Initial Notes and the Additional Notes will vote and consent together on all matters to which such Holders are entitled to vote orconsent as one class, and none of the Holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as aseparate class on any matter to which such Holders are entitled to vote or consent.

Initial Notes and any Additional Notes that are Restricted Notes (“Additional Restricted Notes”) offered and sold to QIBs in theUnited States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent global Notesubstantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriatelegends as set forth in Sections 2.1(c) and (d) (the “Rule 144A Global Note”), deposited with the Trustee, as custodian for DTC, dulyexecuted by the Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by morethan one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. Theaggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on therecords of the Trustee, as Notes Custodian for DTC or its nominee, as hereinafter provided.

Initial Notes and any Additional Restricted Notes offered and sold outside the United States of America (the “ Regulation S Notes”) inreliance on Regulation S shall be issued in the form of a permanent global Note (the “Regulation S Global Note”) in the form of Exhibit Aincluding appropriate legends as set forth in Sections 2.1(c)

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and (d). Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee as Notes Custodian for DTC inthe manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct),including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme(“Clearstream”). Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (suchperiod through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be transferred tonon-U.S. persons pursuant to Regulation S, unless exchanged for interests in a Global Note in accordance with the transfer and certificationrequirements described herein.

Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that areparticipants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly throughorganizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear andClearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securitiesaccounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in theapplicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC.

The Regulation S Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding themaximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note mayfrom time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, ashereinafter provided.

The Rule 144A Global Notes and the Regulation S Global Notes and any other global notes evidencing Notes issued under thisIndenture are sometimes collectively herein referred to as the “Global Notes.”

The principal of, premium, if any, and interest due on the Notes shall be payable at the office or agency of the Paying Agentdesignated by the Issuer maintained for such purpose (which shall initially be the office of the Trustee maintained for such purpose), or atsuch other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at theoption of the Paying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as suchaddresses shall appear on the Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subjectto the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, andinterest) will be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof or otherwise inaccordance with the applicable procedures of DTC. Payments in respect of Notes represented by Definitive Notes (including principal,premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Noteswill be made by wire transfer to a Dollar account maintained by the payee with a bank in the United States if such Holder elects payment bywire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than fifteen(15) days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forthon Exhibit A and in Sections 2.1(c) and (d). The Issuer shall approve any notation, endorsement or legend on the Notes. Each Note shall bedated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture and, to the extentapplicable, the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by suchterms.

(b) Denominations. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(c) Restrictive Legends. Unless and until (i) an Initial Note or an Additional Restricted Note is sold under an effective registrationstatement or (ii) the Issuer and the Trustee receive an Opinion of Counsel reasonably satisfactory to the Issuer to the effect that neither suchlegend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, theRule 144A Global Note and the Regulation S Global Note shall bear the following legend on the face thereof:

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THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THISSECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCHREGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ONBEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OROTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS ONE YEAR (IN THE CASE OF THE 144ANOTES) OR 40 DAYS (IN THE CASE OF THE REGULATION S NOTES) AFTER THE LATER OF THE ORIGINAL ISSUEDATE OF THE NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WASTHE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO THE ISSUER, (B) PURSUANTTO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,(C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THESECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” ASDEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THEACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER ISBEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT OR (D) PURSUANT TO OFFERS ANDSALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THESECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALEOR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.

(d) Global Note Legend. Each Global Note, whether or not an Initial Note, shall bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUSTCOMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FORREGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THENAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ORTO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTERESTHEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TONOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OFPORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THERESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

(e) Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC.

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(1) Each Global Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the NotesCustodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Note (but not a beneficial interest therein)will be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth inSection 2.1(e)(3) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in anotherGlobal Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchangedequal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other GlobalNote. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in anotherGlobal Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such GlobalNote and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchangerestrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such aninterest.

(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any GlobalNote held on their behalf by DTC or by the Notes Custodian as the custodian of DTC or under such Global Note, and DTC may betreated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposeswhatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or theTrustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC andits Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interestin any Global Note.

(3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.1(f) to beneficialowners who are required to hold Definitive Notes, the Notes Custodian shall reflect on its books and records the date and a decrease inthe principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to betransferred, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more DefinitiveNotes of like tenor and amount.

(4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.1(f), such Global Note shallbe deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and makeavailable for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equalaggregate principal amount of Definitive Notes of authorized denominations.

(5) The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members andpersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or theNotes.

(6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in suchGlobal Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or(ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall berequired to be reflected in a book entry.

(f) Definitive Notes. Except as provided below in this paragraph (f), owners of beneficial interests in Global Notes will not be entitledto receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in aGlobal Note if (A) DTC notifies the Issuer that it is unwilling or unable to continue to act as Depositary for the Global Note or that DTCceases to be a clearing agency registered under the Exchange Act, and, in either case, the Issuer fails to appoint a successor depositarywithin 90 days after the date of such notice, or (B) there shall have occurred and be continuing an Event of Default with respect to theNotes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of theevents specified in the second preceding sentence or in clause (A) or (B) of the preceding sentence, the Issuer shall promptly makeavailable to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405under the Securities Act) of the Issuer or evidencing

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a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one yearafter the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note andbear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficialowners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance withDTC’s and the Registrar’s procedures.

(1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.1(f) shall, except asotherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth inSection 2.1(c).

(2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel suchDefinitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer orexchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note,the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Noterepresenting the principal amount not so transferred.

(3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note beingtransferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more newDefinitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer orexchange to the transferee (in the case of a transfer) or the Holder of the canceled Definitive Note (in the case of an exchange), registered inthe name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount ofthe canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holderthereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred orunexchanged portion of the canceled Definitive Notes, registered in the name of the Holder thereof.

SECTION 2.2. Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer by manual, facsimile or pdfsignature. If the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Noteshall be valid nevertheless.

A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on aNote shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. A Note shall bedated the date of its authentication.

At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make availablefor delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $400,000,000, (2) subject to Sections3.6 and 3.11, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth inSection 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Issuer signed by oneOfficer of the Issuer (the “Issuer Order”). The Issuer Order shall specify whether the Notes will be in the form of Definitive Notes orGlobal Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holderof the Notes and whether the Notes are to be Initial Notes or Additional Notes.

The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Anysuch appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unlesslimited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Eachreference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agenthas the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

In case the Issuer, pursuant to Article IV, shall be consolidated or merged with or into any other corporation or shall convey ortransfer all or substantially all of its properties or assets to any Person, and the successor Person resulting from such consolidation, orsurviving such merger, or into which the Issuer or any Guarantor shall

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have been merged, or the Person which shall have received a conveyance or transfer as aforesaid, shall have executed an indenturesupplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation,merger, conveyance or transfer may (but shall not be required), from time to time, at the request of the successor Person, be exchanged forother Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect suchsuccessor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and theTrustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such orderfor the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuantto this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of theHolders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated anddelivered in such new name.

SECTION 2.3. Registrar and Paying Agent. The Issuer shall maintain an office or agency where Notes may be presented forregistration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment. The Registrarshall keep a register of the Notes and of their transfer and exchange (the “Notes Register”). The Issuer may have one or more co-registrarsand one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includesany co-registrar.

The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. Theagreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of thename and address of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall beentitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Guarantor may act as Paying Agent, Registrar ortransfer agent.

The Issuer initially appoints DTC to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to actas the Registrar and Paying Agent for the Notes and the Issuer may remove any Registrar or Paying Agent without prior notice to theHolders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shallbecome effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by theIssuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting ornotice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or PayingAgent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time uponwritten notice to the Issuer and the Trustee.

SECTION 2.4. Paying Agent to Hold Money in Trust. Prior to 10:00 a.m. (Eastern Time), on each date of the principal of, premium, ifany, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately availablefunds to pay such principal, premium, if any, or interest when due. The Issuer shall require the Paying Agent (other than the Trustee) toagree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent forthe payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or otherobligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment andshall during the continuance of any default by the Issuer (or any other obligor upon the Notes) or any Guarantor in the making of anypayment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by suchPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts asPaying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time mayrequire a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursedby such Paying Agent. Upon complying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shallhave no further liability for the money delivered to the Trustee. Upon any bankruptcy, insolvency, reorganization or similar proceedingwith respect to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.5. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list availableto it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer, on its own behalf and on behalf of each of theGuarantors, shall furnish or cause the Registrar to furnish to the Trustee, in writing at least five Business Days before each interest paymentdate and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonablyrequire of the names and addresses of Holders and the Issuer.

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SECTION 2.6. Transfer and Exchange.

(a) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interesttherein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the nameof the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by thisSection 2.6. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section 2.6 by noting the samein the Notes Register maintained by the Trustee for the purpose, and no transfer or exchange will be effective until it is registered in suchNotes Register. The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.6and Sections 2.1(e) and 2.1(f), as applicable, and, in the case of a Global Note (or a beneficial interest therein), the applicable rules andprocedures of DTC, Euroclear and Clearstream. The Trustee shall refuse to register any requested transfer or exchange that does notcomply with this Section 2.6(a).

(b) Transfers of Rule 144A Notes. The following provisions shall apply with respect to any proposed registration of transfer of aRule 144A Note prior to the date that is one year after the later of the date of its original issue and the last date on which the Issuer or anyAffiliate of the Issuer was the owner of such Notes (or any predecessor thereto):

(1) a registration of transfer of a Rule 144A Note or a beneficial interest therein to a QIB shall be made upon the representation ofthe transferee in the form as set forth on the reverse of the Note that it is purchasing for its own account or an account with respect towhich it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning ofRule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received suchinformation regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request suchinformation and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption fromregistration provided by Rule 144A; provided that no such written representation or other written certification shall be required inconnection with the transfer of a beneficial interest in the Rule 144A Global Note to a transferee in the form of a beneficial interest inthat Rule 144A Global Note in accordance with this Indenture and the applicable procedures of DTC; and

(2) a registration of transfer of a Rule 144A Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receiptby the Issuer and the Registrar or its agent of a certificate substantially in the form set forth in Exhibit C from the proposed transfereeand the delivery of an Opinion of Counsel, certification and/or other information satisfactory to the Issuer.

(c) Transfers of Regulation S Notes. The following provisions shall apply with respect to any proposed transfer of a Regulation SNote prior to the expiration of the Restricted Period:

(1) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of thetransferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Note for its own account or an accountwith respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” withinthe meaning of Rule 144A, is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has receivedsuch information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request suchinformation and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption fromregistration provided by Rule 144A; and

(2) a transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by theRegistrar or its agent of a certificate substantially in the form set forth in Exhibit C hereof from the proposed transferee and receipt bythe Issuer and Registrar or its agent of an Opinion of Counsel, certification and/or other information satisfactory to the Issuer.

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After the expiration of the Restricted Period, interests in the Regulation S Note may be transferred in accordance with applicable lawwithout requiring the certification set forth in Exhibit C or any additional certification.

(d) Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, theRegistrar shall deliver Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing aRestricted Notes Legend, the Registrar shall deliver only Notes that bear a Restricted Notes Legend unless (1) an Initial Note is beingtransferred pursuant to an effective registration statement, (2) Initial Notes are being exchanged for Notes that do not bear the RestrictedNotes Legend in accordance with Section 2.6(e) or (3) there is delivered to the Registrar an Opinion of Counsel stating that neither suchlegend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. AnyAdditional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend.

(e) Automatic Exchange from Global Note Bearing Restricted Notes Legend to Global Note Not Bearing Restricted Notes Legend.Upon the Issuer’s satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain compliance with theSecurities Act, beneficial interests in a Global Note bearing the Restricted Notes Legend (a “Restricted Global Note”) may be automaticallyexchanged into beneficial interests in a Global Note not bearing the Restricted Notes Legend (an “Unrestricted Global Note”) without anyaction required by or on behalf of the Holder (the “Automatic Exchange”) at any time on or after the date that is the 366th calendar dayafter (1) with respect to the Notes issued on the Issue Date, the Issue Date or (2) with respect to Additional Restricted Notes, if any, theissue date of such Additional Restricted Notes, or, in each case, if such day is not a Business Day, on the next succeeding Business Day(the “Automatic Exchange Date”). Upon the Issuer’s satisfaction that the Restricted Notes Legend shall no longer be required in order tomaintain compliance with the Securities Act, the Issuer, upon request by any Holder, shall (i) provide written notice to DTC and the Trusteeat least fifteen (15) calendar days prior to the Automatic Exchange Date, instructing DTC to exchange all of the outstanding beneficialinterests in a particular Restricted Global Note to the Unrestricted Global Note, which the Issuer shall have previously otherwise madeeligible for exchange with DTC, (ii) provide prior written notice to each Holder at such Holder’s address appearing in the register ofHolders at least fifteen (15) calendar days prior to the Automatic Exchange Date, which notice must include (w) the Automatic ExchangeDate, (x) the section of this Indenture pursuant to which the Automatic Exchange shall occur, (y) the “CUSIP” number of the RestrictedGlobal Note from which such Holder’s beneficial interests will be transferred and (z) the “CUSIP” number of the Unrestricted Global Noteinto which such Holder’s beneficial interests will be transferred, and (iii) on or prior to the Automatic Exchange Date, deliver to the Trusteefor authentication one or more Unrestricted Global Notes, duly executed by the Issuer, in an aggregate principal amount equal to theaggregate principal amount of Restricted Global Notes to be exchanged into such Unrestricted Global Notes.

Notwithstanding anything to the contrary in this Section 2.6(e), during the fifteen (15) calendar day period prior to the AutomaticExchange Date, no transfers or exchanges other than pursuant to this Section 2.6(e) shall be permitted without the prior written consent ofthe Issuer. As a condition to any Automatic Exchange, the Issuer shall provide, and the Trustee shall be entitled to conclusively rely upon,an Officer’s Certificate and Opinion of Counsel to the Issuer to the effect that the Automatic Exchange shall be effected in compliance withthe Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend shall no longer be required inorder to maintain compliance with the Securities Act and that the aggregate principal amount of the particular Restricted Global Note is tobe transferred to the particular Unrestricted Global Note by adjustment made on the records of the Trustee, as custodian for the Depositary,to reflect the Automatic Exchange. Upon such exchange of beneficial interests pursuant to this Section 2.6(e), the aggregate principalamount of the Global Notes shall be increased or decreased by adjustments made on the records of the Trustee, as custodian for theDepositary, to reflect the relevant increase or decrease in the principal amount of such Global Note resulting from the applicable exchange.The Restricted Global Note from which beneficial interests are transferred pursuant to an Automatic Exchange shall be canceled followingthe Automatic Exchange.

(f) Retention of Written Communications. The Registrar shall retain copies of all letters, notices and other written communicationsreceived pursuant to Section 2.1 or this Section 2.6. The Issuer shall have the right to inspect and make copies of all such letters, notices orother written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.

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(g) Obligations with Respect to Transfers and Exchanges of Notes. To permit registrations of transfers and exchanges, the Issuer shall,subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes atthe Issuer’s and Registrar’s written request.

No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require the Holder to paya sum sufficient to cover any transfer tax assessments or similar governmental charge payable in connection therewith (other than any suchtransfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 2.2, 2.6, 2.7, 2.9, 5.6 or9.5).

The Issuer (and the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning(1) fifteen (15) calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of businesson the day of such mailing or (2) fifteen (15) calendar days before an interest payment date and ending on such interest payment date or(B) called for redemption, except the unredeemed portion of any Note being redeemed in part.

Prior to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, the Paying Agent or the Registrar maydeem and treat the person in whose name a Note is registered as the owner of such Note for the purpose of receiving payment of principalof, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all otherpurposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none ofthe Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwiseprovided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth inSection 2.1(c).

All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall beentitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

(h) No Obligation of the Trustee. The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, amember of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participantor member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficialowner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery ofany Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holdersand all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders(which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercisedonly through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying uponinformation furnished by DTC with respect to its members, participants and any beneficial owners.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transferimposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfersbetween or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificatesand other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of thisIndenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither theTrustee nor any of its agents shall have any responsibility for any actions taken or not taken by DTC.

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SECTION 2.7. Mutilated, Destroyed, Lost or Stolen Notes.

If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed orwrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of theUCC are met, such that the Holder (a) satisfies the Issuer and the Trustee that such Note has been lost, destroyed or wrongfully takenwithin a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered atransfer prior to receiving such notification, (b) makes such request to the Issuer and the Trustee prior to the Note being acquired by aprotected purchaser as defined in Section 8-303 of the UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements ofthe Trustee; provided, however, if after the delivery of such replacement Note, a protected purchaser of the Note for which suchreplacement Note was issued presents for payment or registration such replaced Note, the Trustee and/or the Issuer shall be entitled torecover such replacement Note from the Person to whom it was issued and delivered or any Person taking therefrom, except a protectedpurchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost orexpense incurred by the Issuer or the Trustee in connection therewith. Such Holder shall furnish an indemnity bond sufficient in thejudgment of (i) the Trustee to protect the Trustee and (ii) the Issuer to protect the Issuer, the Trustee, the Paying Agent and the Registrar,from any loss which any of them may suffer if a Note is replaced, and, in the absence of notice to the Issuer, any Guarantor or the Trusteethat such Note has been acquired by a protected purchaser, the Issuer shall execute, and upon receipt of an Issuer Order, the Trustee shallauthenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, anew Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in itsdiscretion may, instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section 2.7, the Issuer may require that such Holder pay a sum sufficient to cover anytax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses ofcounsel and of the Trustee) in connection therewith.

Subject to the proviso in the initial paragraph of this Section 2.7, every new Note issued pursuant to this Section 2.7, in lieu of anymutilated, destroyed, lost or stolen Note, shall constitute an original additional contractual obligation of the Issuer, any Guarantor (ifapplicable) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any timeenforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes dulyissued hereunder.

The provisions of this Section 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect tothe replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.8. Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceledby it, those delivered to it for cancellation, those paid pursuant to Section 2.7 and those described in this Section 2.8 as not outstanding. ANote does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) forpurposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.5 shall applyand (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principalamount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor ofany request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any suchquorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of theIssuer shall not be considered outstanding.

If a Note is replaced pursuant to Section 2.7 (other than a mutilated Note surrendered for replacement), it ceases to be outstandingunless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilatedNote ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.7.

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If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date, moneysufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to beredeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datepursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest onthem ceases to accrue.

SECTION 2.9. Temporary Notes. In the event that Definitive Notes are to be issued under the terms of this Indenture, until suchDefinitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shallbe substantially in the form, and shall carry all rights, of Definitive Notes but may have variations that the Issuer consider appropriate fortemporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Notes. After thepreparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes atany office or agency maintained by the Issuer for that purpose and such exchange shall be without charge to the Holder. Upon surrender forcancellation of any one or more temporary Notes, the Issuer shall execute, and the Trustee shall, upon receipt of an Issuer Order,authenticate and make available for delivery in exchange therefor, one or more Definitive Notes representing an equal principal amount ofNotes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as aHolder of Definitive Notes.

SECTION 2.10. Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the PayingAgent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no oneelse shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and dispose of such Notes inaccordance with its internal policies and customary procedures (subject to the record retention requirements of the Exchange Act and theTrustee). If the Issuer or any Guarantor acquires any of the Notes, such acquisition shall not operate as a redemption or satisfaction of theIndebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to thisSection 2.10. The Issuer may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reasonother than in connection with a transfer or exchange.

At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed,repurchased or canceled, such Global Note shall be returned by DTC to the Trustee for cancellation or retained and canceled by theTrustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred inexchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by suchGlobal Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian forsuch Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.

SECTION 2.11. Payment of Interest; Defaulted Interest. Interest on any Note which is payable, and is punctually paid or dulyprovided for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) isregistered at the close of business on the regular record date for such payment at the office or agency of the Issuer maintained for suchpurpose pursuant to Section 2.3.

Any interest on any Note which is payable, but is not paid when the same becomes due and payable and such nonpayment continuesfor a period of 30 days shall forthwith cease to be payable to the Holder on the regular record date, and such defaulted interest and (to theextent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest and interest thereon hereincollectively called “Defaulted Interest”) shall be paid by the Issuer, at its election in each case, as provided in clause (a) or (b) below:

(a) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respectivepredecessor Notes) are registered at the close of business on a Special Record Date (as defined below) for the payment of suchDefaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount ofDefaulted Interest proposed to be paid on each Note and the date of the proposed payment (the “Special Interest Payment Date”), and atthe same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid inrespect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of theproposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as inthis Section 2.11(a). Thereupon the Issuer shall fix a record date (the “Special Record Date”) for the payment of such DefaultedInterest,

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which date shall be not more than fifteen (15) calendar days and not less than ten (10) calendar days prior to the Special InterestPayment Date and not less than ten (10) calendar days after the receipt by the Trustee of the notice of the proposed payment. TheIssuer shall promptly notify the Trustee in writing of such Special Record Date, and in the name and at the expense of the Issuer, theTrustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special InterestPayment Date therefor to be given in the manner provided for in Section 13.1, not less than ten (10) calendar days prior to such SpecialRecord Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest PaymentDate therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whosenames the Notes (or their respective predecessor Notes) are registered at the close of business on such Special Record Date and shallno longer be payable pursuant to the provisions in Section 2.11(b).

(b) The Issuer may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements ofany securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after writtennotice given by the Issuer to the Trustee of the proposed payment pursuant to this Section 2.11(b), such manner of payment shall bedeemed practicable by the Trustee.

Subject to the foregoing provisions of this Section 2.11, each Note delivered under this Indenture upon registration of, transfer of or inexchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by suchother Note.

SECTION 2.12. CUSIP and ISIN Numbers. The Issuer in issuing the Notes may use “CUSIP” and “ISIN” numbers and, if so, theTrustee shall use “CUSIP and “ISIN” numbers in notices of redemption or other notice as a convenience to Holders; provided, however,that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or ascontained in any notice of a redemption or other notice and that reliance may be placed only on the other identification numbers printed onthe Notes, and any such redemption or other notification shall not be affected by any defect in or omission of such CUSIP and ISINnumbers. The Issuer shall promptly notify the Trustee in writing of any change in the CUSIP and ISIN numbers.

ARTICLE III

COVENANTS

SECTION 3.1. Payment of Notes.

The Issuer will pay or cause to be paid the principal of, premium, if any, and interest due on the Notes on the dates and in the mannerprovided in the Notes. Principal, premium, if any, and interest due on the Notes will be considered paid on the date due if the Paying Agent,if other than Holdings or a Subsidiary thereof, holds as of 10:00 a.m. (Eastern Time) on the due date money deposited (or caused ordirected to be deposited) by one of the JCP Parties in immediately available funds and designated for and sufficient to pay all principal,premium, if any, and interest then due on the Notes.

The Issuer will pay interest (including post-petition interest in any proceeding under the Bankruptcy Code) on overdue principal at thethen applicable interest rate on the Notes to the extent lawful; the JCP Parties will pay interest (including post-petition interest in anyproceeding under the Bankruptcy Code) on overdue installments of interest (without regard to any applicable grace period) at the same rateto the extent lawful.

SECTION 3.2. Maintenance of Office or Agency.

The Issuer will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar orco-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon theIssuer in respect of the Notes and this Indenture may be served; provided, however, that nothing herein shall be construed to render theTrustee or any affiliate of the Trustee, Registrar or co-registrar as the agent of the Issuer for service of process. The Issuer will give promptwritten notice to the Trustee of

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the location, and any change in the location, of such office or agency. If at any time the Issuer fails to maintain any such required office oragency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or servedat the Corporate Trust Office of the Trustee.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented orsurrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designationor rescission will in any manner relieve the JCP Parties of their obligation to maintain an office or agency for such purposes. The Issuerwill give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such otheroffice or agency

SECTION 3.3. Stay, Extension and Usury Laws. The Issuer covenants (to the extent that it may lawfully do so) that they will not atany time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury lawwherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer(to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenant that it will not, byresort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit theexecution of every such power as though no such law has been enacted.

SECTION 3.4. Compliance Certificate.

The Issuer shall deliver to the Trustee, within 120 days after the end of each Fiscal Year ended after the Issue Date, an Officer’sCertificate (which need not comply with Section 13.4) stating, as to the signer thereof (who must be the principal executive officer,principal financial officer or principal accounting officer of the Issuer) that:

(1) a review of the activities of the Issuer during such year and of its performance under this Indenture has been made under his or hersupervision, and

(2) to the best of his or her knowledge, based on such review, the Issuer has fulfilled all its obligations under this Indenturethroughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him orher and the nature and status thereof.

SECTION 3.5. Limitation on Asset Dispositions.

(a) The Issuer shall not, and shall not permit any of its Subsidiaries to, make any Asset Disposition unless:

(1) the Issuer or such Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any otherPerson assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair marketvalue to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Issuer, ofthe Equity Interests, property or assets subject to such Asset Disposition; or

(2) in any such Asset Disposition, or series of related Asset Dispositions, at least 75% of the consideration from such AssetDisposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent orotherwise), received by the Issuer or such Subsidiary, as the case may be, is in the form of cash, cash equivalents or other PermittedInvestments; and

(3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied within 365 days after the receiptthereof (or, if Holdings or any of its Subsidiaries enters into a binding commitment to acquire such long-term assets within 365 days ofreceipt of such Net Available Cash, within 540 days of receipt thereof) at the option of the Issuer:

(i) to repay, redeem, repurchase or otherwise acquire or retire: (I) the Notes; (II) any other Second Priority SecuredObligations; and/or (III) any Term Loan/Notes Secured Obligations; provided that in the case of clause (II), the Issuer shallequally and ratably reduce Notes Obligations through (A) open market purchases (to the extent such purchases are at or above100% of the principal amount of the Notes (or, to the extent that such Net Available Cash constitutes Specified Sale/LeasebackProceeds, 103% of the principal amount of the Notes)), (B) as provided under Section 5.7 or (C) by making an Asset DispositionOffer; or

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(ii) to make capital expenditures or to invest in or commit to invest in non-current assets that are used or useful in thebusiness of the Issuer or a Guarantor (including assets or Equity Interests of a Person that becomes a Subsidiary and a Guarantorin connection therewith); or

(iii) any combination of the foregoing;

provided that, pending the final application of the amount of any such Net Available Cash in accordance with clause (3) of thisSection 3.5(a), Holdings and its Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any mannernot prohibited by this Indenture.

For purposes of clause (2) above, the following shall be deemed to be “cash”: (i) any liabilities (as shown on Holdings’ or any of itsSubsidiaries’ most recent balance sheet or in the footnotes thereto which shall at such time have been delivered pursuant to Section 3.10 orotherwise prepared (other than any liabilities that are by their terms subordinated to the Notes Obligations)) that are assumed by thetransferee with respect to the applicable disposition, (ii) any notes or other obligations or other securities or assets received by Holdings orany of its Subsidiaries in the applicable disposition that are converted into cash or cash equivalents or other Permitted Investments within180 days of the receipt thereof (to the extent of the cash or cash equivalents or other Permitted Investments received), (iii) any DesignatedNon-Cash Consideration received by Holdings or any of its Subsidiaries in the applicable disposition having an aggregate fair market value(as determined in good faith by the Issuer), taken together with all other Designated Non-Cash Consideration received pursuant to thisclause (iii) that is at the time outstanding, not to exceed, at the time of receipt of such consideration, 1.0% of Net Tangible Assets ofHoldings and its Subsidiaries (with the fair market value of each item of Designated Non-Cash Consideration being measured at the timereceived and without giving effect to subsequent changes in value) and (iv) any non-current assets referred to in clause (ii) of theimmediately preceding paragraph.

(b) The Notes Percentage of the amount of any Net Available Cash that is not applied or invested or committed to be applied orinvested as provided in Section 3.5(a) will be deemed to constitute “Excess Proceeds” under this Indenture. Within 10 Business Days afterthe date that the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer will be required to make an offer (“AssetDisposition Offer”) to all Holders of Notes issued under this Indenture to purchase the maximum principal amount of Notes that may bepurchased out of the Excess Proceeds, at an offer price equal to 100% of the principal amount of the Notes (or, to the extent that suchExcess Proceeds are from Specified Sale/Leaseback Proceeds, 103% of the principal amount of the Notes) plus accrued and unpaid interest,if any, to, but not including, the date of purchase, in accordance with the procedures set forth in Sections 3.5(c) and (d) and in minimumdenominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer may, in its sole discretion, make an AssetDisposition Offer pursuant to this Section 3.5 prior to the time that the aggregate amount of Excess Proceeds exceeds $25.0 million.

(c) Upon the commencement of an Asset Disposition Offer, the Issuer shall send, or cause to be sent, by first class mail orelectronically, a notice to each Holder with a copy to the Trustee at its registered address or otherwise in accordance with the applicableprocedures of DTC. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to theAsset Disposition Offer. Any Asset Disposition Offer shall be made to all Holders. The notice, which shall govern the terms of the AssetDisposition Offer, shall state:

(1) that the Asset Disposition Offer is being made pursuant to this Section 3.5 and that, to the extent lawful, all Notes properlytendered (and not properly withdrawn) shall be accepted for payment (unless prorated);

(2) the Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered andaccepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notices isdelivered (the “Asset Disposition Payment Date”);

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(3) that any Notes not tendered or accepted for payment shall continue to accrue interest in accordance with the terms thereof;

(4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Asset DispositionOffer shall cease to accrue interest on and after the Asset Disposition Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to any Asset Disposition Offer shall be required to surrender theNotes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at theaddress specified in the notice at least three Business Days before the Asset Disposition Payment Date;

(6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than two (2) Business Daysprior to the Asset Disposition Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holderdelivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased;

(7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Disposition payment amount, theIssuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer sothat only Notes in denominations of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased); and

(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchasedportion of the Notes surrendered (or transferred by book-entry).

If the Asset Disposition Payment Date is on or after a record date and on or before the related interest payment date, any accrued andunpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additionalinterest shall be payable to Holders who tender Notes pursuant to the Asset Disposition Offer.

On the Asset Disposition Payment Date, the Issuer shall, to the extent lawful:

(i) accept for purchase all Notes or portions of Notes properly tendered (and not properly withdrawn) pursuant to the AssetDisposition Offer (subject to the limitations set forth on minimum denominations and integrals and to the pro ration provisions setforth below);

(ii) deposit with the Paying Agent an amount equal to the Asset Disposition payment in respect of all Notes or portions ofNotes properly tendered (and not properly withdrawn) and accepted for purchase by the Issuer; and

(iii) deliver or cause to be delivered to the Trustee the Notes accepted for purchase, together with an Officer’s Certificatestating the aggregate principal amount of Notes being purchased by the Issuer.

(d) To the extent that the aggregate amount of Notes so validly tendered and not properly withdrawn pursuant to an Asset DispositionOffer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not prohibited by this Indenture.If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders exceeds the amount of ExcessProceeds, the Excess Proceeds shall be allocated among the Notes to be purchased on a pro rata basis, by lot to the extent practicable or bysuch other method in accordance with the applicable procedures of DTC, on the basis of the aggregate principal amount of tendered Notes;provided that no Notes will be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer,the amount of Excess Proceeds shall be reset at zero.

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(e) The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any othersecurities laws, rules and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase ofNotes pursuant to this Section 3.5. To the extent that the provisions of any securities laws, rules or regulations conflict with the provisionsof this Indenture, the Issuer will comply with the applicable securities laws, rules and regulations and shall not be deemed to have breachedits obligations under this Indenture by virtue thereof.

SECTION 3.6. Limitation on Liens.

(a) The Issuer and the Guarantors shall not create, incur, assume or permit to exist any Lien securing Indebtedness on or with respectto the Collateral or any Material Real Estate Asset, in each case except for Permitted Liens. The Issuer and the Guarantors shall not, andshall not permit any Subsidiary to, create, incur, assume or permit to exist any Lien securing Indebtedness on or with respect to anyproperty or asset now owned or hereafter acquired by it other than Collateral or any Material Real Estate Asset, in each case except forPermitted Liens or unless the Notes are secured equally and ratably with (or prior to) the Indebtedness secured by such Lien for so long assuch other Indebtedness is so secured (the “Initial Lien”). Any Lien created for the benefit of the Holders pursuant to the precedingsentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release anddischarge of the Initial Lien.

(b) For purposes of determining compliance with this Section 3.6, a Lien securing Indebtedness need not be permitted solely byreference to the above paragraph or to one category (or portion thereof) of Permitted Liens described in the definition of “Permitted Liens,”but may be permitted in part under any combination thereof and (b) in the event that a Lien securing Indebtedness (or any portion thereof)meets the criteria of one or more of the categories of Permitted Liens described in the definition of “Permitted Liens” or pursuant to theabove paragraph, the Issuer may, in its sole discretion, classify or divide such Lien securing such Indebtedness (or any portion thereof) inany manner that complies with this Section 3.6.

SECTION 3.7. Limitation on Sale and Lease-Back Transactions. The Issuer and the Guarantors shall not enter into any arrangement,directly or indirectly, whereby it shall sell or transfer (other than to the Issuer or a Guarantor) any Second Priority Collateral, whether nowowned or hereinafter acquired, or any Material Real Estate Asset and thereafter rent or lease such property (or other property that it intendsto use for substantially the same purpose or purposes as the property sold or transferred) (each such transaction, a “Sale/LeasebackTransaction”) for a period of time in excess of three years, except for any such sale of fixed or capital assets (a) that is made for cash, cashequivalents or other Permitted Investments consideration within 90 days after the Issuer or Guarantor, as applicable, acquires or completesthe construction of such fixed or capital asset or (b) where the disposition is not prohibited by Section 3.5.

SECTION 3.8. Subsidiaries. If any Domestic Subsidiary of the Issuer guarantees or becomes a borrower in respect of the obligationsunder the ABL Credit Agreement, any facility evidencing Term Loan/Notes Secured Obligations or any other facility evidencing SecondPriority Secured Obligations, Holdings and the Issuer shall, within fifteen Business Days after such Domestic Subsidiary guarantees orbecomes a borrower in respect of the obligations under the ABL Credit Agreement, any facility evidencing Term Loan/Notes SecuredObligations or any other facility evidencing Second Priority Secured Obligations, notify the Trustee thereof and promptly cause suchDomestic Subsidiary to (i) execute and deliver a supplemental indenture to this Indenture providing for a Note Guarantee by such DomesticSubsidiary, (ii) execute and deliver a supplement or joinder to the Collateral Documents or new Collateral Documents and the IntercreditorAgreements, if applicable, and (iii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents,instruments, agreements, and certificates necessary in order to create the Liens intended to be created by the Collateral Documents and toperfect such Liens to the extent required by, and with the priority required by, the Collateral Documents.

SECTION 3.9. Change of Control.

(a) If a Change of Control occurs, except as provided in Section 3.9(c) or unless the Issuer exercised its right to redeem all theoutstanding Notes pursuant to Section 5.7, the Issuer will be required to make an offer (a “Change of Control Offer”) to each Holder torepurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount in excess thereof) ofsuch Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued andunpaid interest, if any, on the Notes repurchased, to, but not including, the date of repurchase (the “Change of Control Payment”). Within30

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days following the date of any Change of Control, or, at the Issuer’s option, prior to any Change of Control but after the publicannouncement of the Change of Control, the Issuer shall mail (or in the case of Holders of interests in Global Notes, transmit electronicallyin accordance with the applicable procedures of DTC) a notice to Holders of Notes (and shall provide a copy of such notice to the Trustee)describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified inthe notice (the “Change of Control Payment Date”), which date shall be no earlier than 30 days and no later than 60 days from the datesuch notice is so mailed or transmitted (subject to the next succeeding sentence), pursuant to the procedures required by this Indenture anddescribed in such notice. The notice shall state, if so mailed or transmitted prior to the date of consummation of the Change of Control, thatthe offer to repurchase the Notes is conditioned on the Change of Control occurring on or prior to the Change of Control Payment Datespecified in the notice; provided, that if a conditional Change of Control Offer is made, the Change of Control Payment Date may bedelayed, in the Issuer’s discretion, until such time as such Change of Control shall have occurred, or if such Change of Control shall nothave occurred by the applicable Change of Control Payment Date (whether the original Change of Control Payment Date or the Change ofControl Payment Date so delayed), then such Change of Control Offer may be rescinded by the Issuer.

(b) The Issuer shall comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulationsthereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change ofControl. To the extent that the provisions of any securities laws, rules or regulations conflict with this Section 3.9, the Issuer shall complywith the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.9 or theNotes by virtue of such conflicts and compliance with law.

(c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

(1) accept for purchase all Notes or portions of Notes properly tendered (and not properly withdrawn) pursuant to the Change ofControl Offer (subject to the limitations set forth on minimum denominations and integrals and to the pro ration provisions set forthbelow);

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notesproperly tendered (and not properly withdrawn) and accepted for purchase by the Issuer; and

(3) deliver or cause to be delivered to the Trustee (if not previously delivered to the Trustee by the Holders) the Notes acceptedfor purchase, together with an Officer’s Certificate stating the aggregate principal amount of Notes being purchased by the Issuer.

(d) The Paying Agent shall promptly mail (or in the case of Holders of interests in Global Notes, transmit electronically in accordancewith the applicable procedures of DTC) to each Holder of Notes properly tendered (and not properly withdrawn) and accepted for purchaseby the Issuer, the Change of Control Payment for the Notes, and the Trustee, upon receipt of an authentication order, shall promptlyauthenticate and mail to each Holder a new Note (or in the case of interests in Global Notes cause to be transferred by book-entry an interestin the applicable Global Note) equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each newNote will be in a minimum principal denomination of $2,000 or an integral multiple of $1,000 in excess thereof.

(e) Notwithstanding anything to the contrary in this Section 3.9, the Issuer shall not be required to make a Change of Control Offer torepurchase the Notes upon a Change of Control if a third party makes an offer in the manner, at the times and otherwise in compliance withthe requirements set forth in this Section 3.9 and such third party purchases all Notes properly tendered (and not properly withdrawn) underits offer.

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SECTION 3.10. Reports.

(a) To the extent Holdings is required by the rules and regulations of the SEC, so long as any Notes are outstanding, Holdings willfurnish to the Trustee and to the Holders:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Qand 10-K if Holdings were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” that describes the financial condition and results of operations of Holdings and its consolidated Subsidiariesand, with respect to the annual information only, a report thereon by Holdings’ certified independent accountants; provided that noinformation required to be provided pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X shall be required to be included therein; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if Holdings were required to file such reports,

in each case, within the time periods required for filing such forms and reports as specified in the SEC’s rules and regulations, including anyextension period under Rule 12b-25 under the Exchange Act (and during any period in which Holdings is not required to file reports withthe SEC, within the time periods specified in the SEC’s rules and regulations applicable to a “non-accelerated filer,” including anyextension period under Rule 12b-25 under the Exchange Act). To the extent any such information is not so filed or furnished, as applicable,within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be deemed tohave satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed tohave been cured. The filing by Holdings of such information and such reports with the SEC shall satisfy any requirement under thisIndenture to furnish such reports to the Trustee and to Holders. In addition, to the extent not satisfied by the foregoing, Holdings will agreethat, for so long as any Notes are outstanding, it will furnish to the Trustee and to the Holders and to securities analysts and prospectiveinvestors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b) Delivery of reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of suchreports, information and documents shall not constitute constructive notice of any information contained therein or determinable frominformation contained therein, including the Issuer’s, any Guarantor’s or any other Person’s compliance with any of its covenants hereunder(as to which the Trustee is entitled to rely exclusively on Officer’s Certificates delivered pursuant to this Indenture).

SECTION 3.11. Limitation on Real Estate Subsidiary Guarantor Indebtedness. Holdings shall not permit any Real Estate SubsidiaryGuarantor to create, incur, assume, Guarantee, or otherwise become liable in respect of any Indebtedness, except:

(a) (i) ABL Secured Obligations permitted pursuant to clause (n) of the definition of “Permitted Liens” and any other Indebtednessthat would be permitted pursuant to such clause (n) if such other Indebtedness were treated for such purpose as ABL Secured Obligations(and, in each case, amendments, extensions, renewals, refinancings and replacements, in whole or in part, of any such Indebtedness that donot increase the outstanding principal amount thereof (other than in respect of any accrued interest, premium, fees, costs or expensespayable in connection with such amendment, extension, renewal, refinancing or replacement)) and Guarantees of such ABL SecuredObligations and any such other Indebtedness;

(ii) Term Loan/Notes Secured Obligations permitted pursuant to clause (a) of the definition of “Permitted Liens” and any otherIndebtedness that would be permitted pursuant to such clause (a) if such other Indebtedness were treated for such purpose as TermLoan/Notes Secured Obligations (and, in each case, amendments, extensions, renewals, refinancings and replacements, in whole or in part,of any such Indebtedness that do not increase the outstanding principal amount thereof (other than in respect of any accrued interest,premium, fees, costs or expenses payable in connection with such amendment, extension, renewal, refinancing or replacement)) andGuarantees of such Term Loan/Notes Secured Obligations and any such other Indebtedness;

(b) Indebtedness represented by the Note Guarantees in respect of the Notes issued on the Issue Date;

(c) Indebtedness existing on the Issue Date and amendments, extensions, renewals, refinancings and replacements, in whole or in part,of any such Indebtedness that do not increase the outstanding principal amount thereof (other than in respect of any accrued interest,premium, fees, costs or expenses payable in connection with such amendment, extension, renewal, refinancing or replacement) or result inan earlier maturity date or decreased weighted average life thereof;

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(d) Guarantees of Indebtedness; provided that the Indebtedness so Guaranteed would have been permitted to be incurred pursuant tothis Section 3.11, assuming for purposes of this clause (d) that the Person incurring the Indebtedness so Guaranteed were subject to thisSection 3.11;

(e) Permitted Indebtedness;

(f) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (other than realproperty or fixtures constituting Collateral as of the Issue Date or required to become Collateral) or to finance the acquisition of computerhardware or software or other information technology assets, including Capital Lease Obligations and any Indebtedness assumed inconnection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions,renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other thanin respect of any accrued interest, premium, fees, costs or expenses payable in connection therewith); provided that (i) such Indebtedness isincurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregateprincipal amount of Indebtedness permitted by this clause (f) shall not exceed $650,000,000 at any time outstanding;

(g) other Indebtedness in an aggregate principal amount not to exceed the sum of (1) an amount at any time outstanding equal to$500,000,000 (minus the aggregate principal amount of the Notes issued on the Issue Date which remain outstanding at the time of suchcalculation pursuant to this subclause (1)) plus (2) an unlimited amount, so long as in the case of this subclause (2), on a pro forma basis (asdetermined in compliance with the definition of Priority Leverage Ratio), the Priority Leverage Ratio shall not exceed 3.00 to 1.00;

(h) Indebtedness consisting of letters of credit, guarantees or other credit support provided in respect of trade payables of Holdings,the Issuer or any Subsidiary, in each case issued for the benefit of any bank, financial institution or other Person that has acquired suchtrade payables pursuant to “supply chain” or other similar financing for vendors and suppliers of the Issuer or any of its Subsidiaries, solong as (i) other than in the case of Secured Supply Chain Obligations, such Indebtedness is unsecured, (ii) the terms of such trade payablesshall not have been extended in connection with the Permitted Supply Chain Financing and (iii) such Indebtedness represents amounts notin excess of those which Holdings, the Issuer or any Subsidiary would otherwise have been obligated to pay to its vendor or supplier inrespect of the applicable trade payables (“Permitted Supply Chain Financing”);

(i) Indebtedness supported by a letter of credit issued pursuant to the ABL Credit Agreement, in a principal amount not in excess ofthe stated amount of such letter of credit;

(j) Indebtedness pursuant to sale and leaseback transactions not prohibited by Section 3.7;

(k) unsecured reimbursement obligations in respect of standby letters of credit issued in the ordinary course of business for theaccount of Holdings, the Issuer or any other Subsidiary so long as only the Issuer and Holdings are obligated to reimburse the issuer thereofin the case of any drawing;

(l) Indebtedness owing to the Issuer, Holdings or any other Subsidiary or an Excluded Subsidiary; provided that any Indebtedness of aReal Estate Subsidiary Guarantor owing to the Issuer or Holdings or any Subsidiary that is not a Real Estate Subsidiary Guarantor or anyExcluded Subsidiary shall be subordinated in right of payment to such Real Estate Subsidiary Guarantor’s obligations under this Indenture;

(m) Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providingworkers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursementor indemnification obligations to such Person, in each case incurred in the ordinary course of business;

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(n) Indebtedness in respect of non-speculative Swap Agreements relating to the business or operation of such Real Estate SubsidiaryGuarantor;

(o) reimbursement obligations incurred in the ordinary course of business; and

(p) other Indebtedness that is unsecured and contractually subordinated in right of payment to the Notes Obligations of such RealEstate Subsidiary Guarantor.

For purposes of this Section 3.11, in the event that any Indebtedness of a Real Estate Subsidiary Guarantor meets the criteria of morethan one of the clauses above, the Issuer, in its sole discretion, will classify, and may reclassify, such Indebtedness and only be required toinclude the amount and type of such Indebtedness in one of the above clauses, and the Indebtedness of a Real Estate Subsidiary Guarantormay be divided and classified and reclassified into more than one of the types of Indebtedness of a Real Estate Subsidiary Guarantordescribed above. In addition, for purposes of calculating compliance with this Section 3.11, in no event will the amount of anyIndebtedness of a Real Estate Subsidiary Guarantor be required to be included more than once despite the fact more than one Person is orbecomes liable with respect to any related Indebtedness (for example, and for the avoidance of doubt, in the case where more than one RealEstate Subsidiary Guarantor incurs Indebtedness or otherwise becomes liable for such Indebtedness, the amount of such Indebtedness shallonly be included once for purposes of such calculations).

SECTION 3.12. Statement by Officers as to Default. The Issuer shall deliver to the Trustee, within 30 days after the occurrencethereof, written notice of any events of which it is aware that would constitute a Default or Event of Default, their status and what action theIssuer is taking or proposes to take in respect thereof.

ARTICLE IV

CONSOLIDATION, MERGER OR SALE OF ASSETS

SECTION 4.1. Consolidation, Merger or Sale of Assets.

(a) The Issuer shall not consolidate with or merge into any other corporation or convey or transfer all or substantially all of itsproperties or assets to any Person, unless:

(1) the corporation formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyanceor transfer the Issuer’s properties or assets substantially as an entirety shall be a corporation organized and existing under the laws ofthe United States of America or any State thereof or the District of Columbia, and shall expressly assume, by supplemental indentureexecuted and delivered to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, onthe Notes and the performance or observance of every covenant of this Indenture on the Issuer’s part to be performed or observed andshall pursuant to supplements to the Collateral Documents take such action as may be required to assume the obligations of the Issuerthereunder and maintain the perfection of the Liens securing the Second Priority Secured Obligations;

(2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, orboth, would become an Event of Default, shall have happened and be continuing; and

(3) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,merger, conveyance or transfer and such supplemental indenture comply with this Article IV and that all conditions precedent providedfor in this Indenture relating to such transaction have been complied with.

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(b) Unless the Note Guarantee of a Guarantor is permitted to be released under Article X, no Guarantor shall consolidate with ormerge into any other corporation or convey or transfer all or substantially all of its properties or assets to any Person unless:

(1) the other Person is the Issuer or another Guarantor, or

(2) (i) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person shall be a corporation,limited liability company or limited partnership organized and existing under the laws of the United States of America or any Statethereof or the District of Columbia and expressly assumes all of the obligations of the Guarantor under its Note Guarantee, thisIndenture and the Collateral Documents and shall pursuant to supplements to the Collateral Documents take such action as may berequired to assume the obligations of such Guarantor thereunder and maintain the perfection of the Liens securing the Second PrioritySecured Obligations and (ii) immediately after giving effect to the transaction, no Default has occurred and is continuing; or

(3) the transaction does not violate Section 3.5.

SECTION 4.2. Successor Corporation Substituted.

Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Issuer’s properties and assets inaccordance with the provisions of Section 4.1, the successor corporation formed by such consolidation or into which the Issuer is mergedor to which such conveyance or transfer is made will succeed to, and be substituted for, the Issuer with the same effect as if the successorcorporation had been named as the Issuer, and the predecessor shall be released from all obligations and covenants under this Indenture andthe Notes. In the event of any such conveyance or transfer, the Issuer as the predecessor may be dissolved, wound up and liquidated at anytime thereafter.

ARTICLE V

REDEMPTION OF SECURITIES

SECTION 5.1. Notices and Opinions to Trustee.

(a) If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 5.7, it must furnish to the Trustee, atleast 30 days but not more than 60 days before a date fixed for redemption (the “Redemption Date”) (or such longer period permitted bySection 5.3(a), an Officer’s Certificate setting forth:

(1) the clause of this Indenture pursuant to which the redemption shall occur;

(2) the Redemption Date;

(3) the principal amount of Notes to be redeemed; and

(4) the redemption price; and

If the redemption price is not known at the time such notice is to be given, the actual redemption price shall be set forth in anOfficer’s Certificate of the Issuer delivered to the Trustee no later than two (2) Business Days prior to the redemption date.

SECTION 5.2. Selection of Notes to Be Redeemed or Purchased. If less than all of the Notes are to be redeemed at any time, theTrustee shall select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on whichsuch Notes are listed, as certified to the Trustee by the Issuer, and in compliance with the requirements of DTC, or if the Notes are not solisted or such exchange prescribes no method of selection and such Notes are not held through DTC or DTC prescribes no method ofselection, on a pro rata basis, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after suchredemption; provided, however, that no Note of $2,000 in aggregate principal amount or less shall be redeemed in part.

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SECTION 5.3. Notice of Redemption.

(a) At least 30 days but not more than 60 days before a Redemption Date, the Issuer shall send or cause to be sent, by electronicdelivery or by first class mail postage prepaid, a notice of redemption to each Holder (with a copy to the Trustee) whose Notes are to beredeemed at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, exceptthat redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued inconnection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article VIII or XI.

(b) The notice will identify the Notes (including the CUSIP or ISIN number) to be redeemed and will state:

(1) the Redemption Date;

(2) the redemption price;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after theRedemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will beissued upon cancellation of the original Note;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrueon and after the Redemption Date;

(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are beingredeemed;

(8) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice orprinted on the Notes; and

(9) any conditions to redemption.

(c) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principalamount thereof to be redeemed, in which case a portion of the original Note will be issued in the name of the Holder thereof uponcancellation of the original Note. In the case of a Global Note, an appropriate notation will be made on such Note to decrease the principalamount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (includingany conditions contained therein), Notes called for redemption become due on the date fixed for redemption. On and after the RedemptionDate, unless the Issuer defaults in the payment of the redemption price, interest ceases to accrue on Notes or portions of them called forredemption.

(d) At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s name and at their expense; provided,however, that the Issuer’s has delivered to the Trustee, at least five (5) Business Days (or such shorter period as may be agreed to by theTrustee) before notice of redemption is required to be sent or caused to be sent to Holders pursuant to this Section 5.3, an Officer’sCertificate requesting that the Trustee give such notice, which shall include a form of the notice setting forth the information provided inthe preceding paragraphs of this Section 5.3.

SECTION 5.4. Effect of Notice of Redemption. Once notice of redemption is sent in accordance with Section 5.3, Notes called forredemption become irrevocably due and payable on the Redemption Date at the redemption price (subject to any conditions set forth insuch notice). Notice of redemption may, at the Issuer’s option

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and discretion, be subject to the satisfaction of any conditions precedent contained in such notice of redemption. Notice of any redemptionof the Notes may be subject to the satisfaction (or waiver by the Issuer in the Issuer’s discretion) of any conditions precedent to suchredemption specified in the applicable notice. If such redemption is subject to satisfaction of one or more conditions precedent, theRedemption Date may be delayed, in the Issuer’s discretion, until such time as any or all such conditions shall be satisfied (or waived bythe Issuer in the Issuer’s discretion), or such redemption may not occur and the notice of redemption may be rescinded in the event that anyor all such conditions shall not have been satisfied (or waived by the Issuer in the Issuer’s discretion) by the applicable Redemption Date(whether the original Redemption Date or the Redemption Date so delayed).

SECTION 5.5. Deposit of Redemption Price. Prior to 10:00 a.m. (Eastern Time) on the redemption date, the Issuer will deposit withthe Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest if any, on, all Notes to beredeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with theTrustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued interest if any, on,all Notes to be redeemed.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption date, interest will cease to accrueon the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to therelated interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered atthe close of business on such record date. If any Note called for redemption is not so paid upon surrender for redemption because of thefailure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date untilsuch principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in theNotes.

SECTION 5.6. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Issuer will issue and, upon receipt ofan Issuer Order, the Trustee will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to theunredeemed or unpurchased portion of the Note surrendered; provided, that each such new Note will be in a minimum principal amount of$2,000 or integral multiple of $1,000 in excess thereof.

SECTION 5.7. Optional Redemption.

(a) At any time, and from time to time, prior to March 15, 2021, the Issuer may redeem the Notes in whole or in part, at its option, at aredemption price equal to the greater of:

(1) 100% of the principal amount of the Notes to be redeemed; and

(2) the excess of:

(i) the present value at such redemption date of (i) the redemption price of the Note at March 15, 2021 (such redemptionprice being set forth in the table under clause (e) below) plus (ii) all required interest payments due on the Note through March 15,2021 (excluding interest paid prior to the redemption date and accrued but unpaid interest to the redemption date), computedusing a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(ii) the principal amount of the Note,

(3) plus, in each case, any accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right ofHolders on the relevant record date to receive interest due on the relevant interest payment date).

In the event of any redemption pursuant to this clause (a), the Issuer shall calculate or cause the calculation of the redemption price,and the Trustee shall have no duty to calculate or verify the calculation thereof.

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(b) At any time prior to March 15, 2021, the Issuer may on one or more occasions redeem up to 35% of the aggregate principalamount of Notes issued under this Indenture at a redemption price equal to 108.625% of the principal amount plus accrued and unpaidinterest, if any, to, but not including, the date of redemption (subject to the right of Holders on the relevant record date to receive interestdue on the relevant interest payment date) in an amount of up to the amount of net cash proceeds received by or contributed to the Issuerfrom one or more Equity Offerings; provided that (1) at least 65% of the aggregate principal amount of Notes originally issued under thisIndenture (including Additional Notes but excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately afterthe occurrence of such redemption, and (2) notice of such redemption is given within 90 days of the date of the closing of such EquityOffering. The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1 through 5.6.

(c) [Reserved].

(d) Except pursuant to paragraphs (a) and (b) of this Section 5.7, the Notes will not be redeemable at the Issuer’s option prior toMarch 15, 2021.

(e) On or after March 15, 2021, the Issuer may redeem all or a part of the Notes at the redemption prices (expressed as percentages ofprincipal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not including, the applicable dateof redemption, if redeemed during the twelve-month period beginning on March 15 of the years indicated below, subject to the rights ofHolders on the relevant record date to receive interest on the relevant interest payment date:

Year Percentage 2021 104.313% 2022 102.156% 2023 and thereafter 100.000%

(g) Unless the Issuer defaults in the payment of the redemption price, on and after the Redemption Date (whether the originalRedemption Date or the Redemption Date so delayed), interest will cease to accrue on the Notes or portions thereof called for redemptionon the applicable Redemption Date.

(h) Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

SECTION 5.8. Mandatory Redemption. The Issuer is not required to make mandatory redemption payments or sinking fundpayments with respect to the Notes.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1. Events of Default.

(a) Each of the following is an “Event of Default”:

(1) default in any payment of interest on any Note when due and payable, continued for 30 days;

(2) default in payment of principal of, or premium, if any, on, the Notes at maturity, except any maturity occurring by reason of acall for redemption;

(3) failure to comply for 90 days after written notice by the Trustee or by the Holders of 25% in principal amount of theoutstanding Notes with any agreement or obligation for the benefit of the Holders contained in this Indenture or, to the extent suchfailure to comply affects in any material respect the enforceability, validity, perfection or priority of the Liens on a material portion ofthe Collateral, the Collateral Documents;

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(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured orevidenced any Indebtedness for money borrowed by Holdings, the Issuer or any of its Significant Subsidiaries (or the payment ofwhich is Guaranteed by Holdings, the Issuer or any of its Significant Subsidiaries) that is secured by a Lien on any real or personalproperty or assets of Holdings, the Issuer or any of its Significant Subsidiaries (“Secured Indebtedness”) other than SecuredIndebtedness owed to Holdings, the Issuer or a Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after thedate hereof, which default:

(A) is caused by a failure to pay principal of such Secured Indebtedness, at its stated final maturity (after giving effect toany applicable grace periods) provided in such Indebtedness (“payment default”); or

(B) results in the acceleration of such Secured Indebtedness prior to its stated final maturity;

and, in each case, the principal amount of any such Secured Indebtedness, together with the principal amount of any other suchSecured Indebtedness for which there has been a payment default or the maturity of which has been so accelerated and, in each case,remains unpaid, aggregates $100.0 million or more;

(5) the entry of an order for relief in respect of any petition filed against any of Holdings, the Issuer or a Significant Subsidiaryunder any Bankruptcy Code, or the entry of a decree or order by a court having competent jurisdiction in the premises in respect of anypetition filed or action taken against Holdings, the Issuer or a Significant Subsidiary looking to reorganization, arrangement,composition, readjustment, liquidation, dissolution or similar relief under any other present or future Federal or State statute, law orregulation, resulting in the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official ofHoldings, the Issuer or a Significant Subsidiary or of any substantial part of its property, or resulting in the winding-up or liquidation ofits affairs, all without the consent or acquiescence of Holdings, the Issuer or a Significant Subsidiary, and the continuance of any suchdecree or order is unstayed and in effect for a period of 60 consecutive days;

(6) the filing of a petition for relief under any Bankruptcy Code by any of Holdings, the Issuer or a Significant Subsidiary, or theconsent, acquiescence or taking of any action by any of Holdings, the Issuer or a Significant Subsidiary in support of a petition filed byor against it looking to reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any otherpresent or future Federal or State statute, law or regulation, or the appointment, with the consent of Holdings, the Issuer or aSignificant Subsidiary, of any receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Holdings, theIssuer or a Significant Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit ofcreditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate actionby Holdings, the Issuer or a Significant Subsidiary in furtherance of any such action;

(7) any Note Guarantee by a Subsidiary Guarantor that is a Significant Subsidiary ceases to be in full force and effect, other than(A) in accordance with the terms of this Indenture, (B) a Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms itsobligations under its Note Guarantee, other than in accordance with the terms thereof or upon release of such Note Guarantee inaccordance with this Indenture or (C) in connection with any bankruptcy or insolvency case or proceeding in respect of a SubsidiaryGuarantor that is a Significant Subsidiary; or

(8) (i) any Lien purported to be created under any Collateral Document shall cease to be, or shall be asserted by the Issuer or anyGuarantor not to be, a valid and perfected Lien on any Collateral having an aggregate fair value of $100 million or more, with thepriority required by the relevant Collateral Document, in each case for any reason other than (A) by reason of express release pursuantto the terms of this Indenture or the terms of any Collateral Document or (B) as a result of the sale or other disposition of the applicableCollateral to a Person that is not the Issuer or a Guarantor in a transaction not prohibited under this Indenture, or (ii) the Issuer or anyGuarantor shall contest the validity or enforceability of its obligations under any Collateral Document in writing or deny in writing thatit has any further liability under any Collateral Document to which it is a party.

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(b) Notwithstanding the foregoing, a default under Section 6.1(a)(3), (4) or (8) will not constitute an Event of Default until theTrustee or the Holders of 25% in principal amount of the outstanding Notes notify the Issuer (with a copy to the Trustee, if given bythe Holders) of the default and, with respect to Section 6.1(a)(3), the Issuer does not cure such default within the time specified inSection 6.1(a)(3) after receipt of such notice.

SECTION 6.2. Acceleration.

(a) If an Event of Default (other than an Event of Default described in Section 6.1(a)(5) or (6) with respect to the Issuer) occurs and iscontinuing, the Trustee by written notice to the Issuer or the Holders of at least 25% in principal amount of the outstanding Notes bywritten notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notesto be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest, if any, will be due andpayable immediately.

In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.1(a)(4) has occurred andis continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment defaulttriggering such Event of Default pursuant to Section 6.1(a)(4) shall be remedied or cured, or waived by the Holders of the Indebtedness, orthe Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after thedeclaration of acceleration with respect thereto and if:

(1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competentjurisdiction; and

(2) any other existing Events of Default, except nonpayment of principal, premium, if any, or interest, if any, on the Notes thatbecame due solely because of the acceleration of the Notes, have been cured or waived.

(b) If an Event of Default described in Section 6.1(a)(5) or (6) with respect to the Issuer occurs and is continuing, the principal of,premium, if any, and accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without anydeclaration or other act on the part of the Trustee or any Holders.

(c) Any Default or Event of Default for the failure to comply with the time periods prescribed under Section 3.10, or otherwise todeliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the filing, furnishing ordelivery of any such report or document required by Section 3.10 or such notice or certificate, as applicable, even though such delivery isnot within the prescribed period specified herein.

SECTION 6.3. Other Remedies. If an Event of Default with respect to the Notes occurs and is continuing, the Trustee may in itsdiscretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trusteeshall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in thisIndenture or in aid of the exercise of any power granted herein, or to enforce any other proper contractual remedy under this Indenture.

SECTION 6.4. Waiver of Past or Existing Defaults. The Holders of a majority in aggregate principal amount of the then outstandingNotes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation,consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), a past or existing Default or Event ofDefault and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, ifany, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be

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amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if(1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Defaulthave been cured or waived except nonpayment of principal, premium, if any, or interest, if any, that has become due solely because of theacceleration, (3) to the extent the payment of such interest, if any, is lawful, interest on overdue installments of interest, premium, if any,and overdue principal, if any, on any Note which has become due otherwise than by such declaration of acceleration, has been paid and(4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances.No such rescission shall affect any subsequent Default or amend any right consequent thereto. When a Default or Event of Default iswaived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or amend anyconsequent right.

SECTION 6.5. Control by Majority. Subject to certain restrictions set forth herein, in the Second Priority Pari Passu IntercreditorAgreement and in the First/Second Priority Intercreditor Agreement, the Holders of a majority in principal amount of the outstanding Notesmay direct the time, method and place of conducting any proceeding for any remedy available to the Trustee pursuant to this Indenture or ofexercising any trust or power conferred on the Trustee pursuant to this Indenture. However, the Trustee may refuse to follow any directionthat conflicts with law or this Indenture or the Notes or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial tothe rights of other Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any actionsare unduly prejudicial to such Holders) or would involve the Trustee in personal liability; provided, however, that the Trustee may take anyother action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trusteeshall be entitled to indemnification satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or nottaking such action.

SECTION 6.6. Limitation on Suits. Subject to Section 6.7, no Holder may pursue any remedy with respect to this Indenture or theNotes unless:

(1) such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the outstanding Notes have requested in writing the Trustee to pursue theremedy;

(3) such Holders have offered in writing the Trustee security or indemnity satisfactory to the Trustee against any loss, liability orexpense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the written request and the offer of securityor indemnity; and

(5) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a written direction that, inthe opinion of the Trustee, is inconsistent with such request within such 60-day period.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder(it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are undulyprejudicial to such Holders).

SECTION 6.7. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture (including, withoutlimitation, Section 6.6), the contractual right expressly set forth in this Indenture of any Holder to receive payment of principal of, premium,if any, or interest, if any, on the Notes held by such Holder, on or after the respective due dates expressed or provided for in the Notes, or tobring suit for the enforcement of any such payment on or after such respective dates, shall not be amended without the consent of suchHolder.

SECTION 6.8. Collection Suit by Trustee. If an Event of Default specified in Section 6.1(a)(1) or (2) occurs and is continuing, theTrustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due andowing (together with interest on any unpaid interest, if any, to the extent lawful) and the amounts provided for in Section 7.7.

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SECTION 6.9. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as maybe necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to theIssuer, its Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may beentitled and empowered to participate as a member of any official committee of creditors appointed in such matter and may vote on behalfof the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any suchjudicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent tothe making of such payments directly to the Holders, to pay to the Trustee any amount due it for the compensation, expenses,disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of anyHolder any plan of reorganization, arrangement, compromise, adjustment or composition affecting the Notes or the rights of any Holderthereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10. Priorities.

(a) Subject to the provisions of the Intercreditor Agreements, if the Trustee collects any money or property pursuant to this Article VIit shall pay out the money or property in the following order:

FIRST: to the Trustee and the Collateral Agent for amounts due to each of them under Section 7.7;

SECOND: to Holders for amounts due and unpaid on the Notes for principal of, or premium, if any, and interest if any, ratably,without preference or priority of any kind, according to the amounts due and payable on the Notes for principal of, or premium, if any,and interest respectively; and

THIRD: to the Issuer, or to the extent the Trustee collects any amount for any Guarantor, to such Guarantor.

(b) The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. At least fifteen(15) days before such record date, the Issuer shall send or cause to be sent to each Holder and the Trustee a notice that states the recorddate, the payment date and amount to be paid.

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suitagainst the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in thesuit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by theparty litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by the Issuer, a suit by a Holder pursuant to Section 6.7 or asuit by Holders of more than 10% in outstanding principal amount of the Notes.

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ARTICLE VII

TRUSTEE

SECTION 7.1. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by thisIndenture, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in theconduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need performonly those duties that are specifically set forth in this Indenture, the Notes, the Collateral Documents and the Intercreditor Agreementsand no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctnessof the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of thisIndenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). However,the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willfulmisconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that theTrustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a directionreceived by it pursuant to Section 6.5.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject toparagraphs (a), (b), (c) and (e) of this Section 7.1.

(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall beunder no obligation to exercise any of its rights and powers under this Indenture at the request or direction of any Holders of Notes, unlesssuch Holders have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities whichmight be incurred by it in compliance with such request or direction. The Trustee shall not be required to give any bond or surety in respectof the performance of its powers or duties hereunder. The permissive right of the Trustee to do things enumerated in this Indenture shall notbe construed as a duty of the Trustee.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(g) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

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SECTION 7.2. Rights of Trustee. Subject to Section 7.1:

(a) The Trustee may conclusively rely upon any document (whether in original or facsimile form) believed by it to be genuine and tohave been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Notwithstanding anything to the contrary contained herein (including, without limitation, Sections 12.2(b) and (c)), before theTrustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liablefor any action it takes or omits to take in good faith in reliance on any Officer’s Certificate, Opinion of Counsel, resolution of the Board ofDirectors of the Issuer, or other request, notice or direction delivered to it pursuant to the terms of this Indenture. The Trustee may consultwith counsel and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liabilityin respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agentappointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within itsrights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficientif signed by an Officer of the Issuer.

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request ordirection of any of the Holders unless such Holders have offered to the Trustee an indemnity or security reasonably satisfactory to it againstthe losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g) Subject to Section 7.1, the rights, privileges, protections, immunities and benefits given to the Trustee, including, withoutlimitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and eachPaying Agent, Registrar or Custodian.

(h) Subject to Section 7.1, the Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default unless aTrust Officer of the Trustee has actual knowledge thereof or unless the Issuer or Holders of not less than 25% in aggregate principalamount of the Notes then outstanding notify the Trustee thereof by written notice of such event sent to the Trustee or the Corporate TrustOffice in accordance with Section 13.1, and such notice references the Notes and this Indenture.

(i) Subject to Section 7.1(a), the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence ofIndebtedness or other paper or document, but the Trustee, may, but shall not be required to, make further inquiry or investigation into suchfacts or matters as it may see fit.

(j) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arisingout of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts ofwar or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions ofutilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable effortswhich are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(k) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within therights or powers conferred upon it by this Indenture.

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(l) The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles ofofficers authorized at such time to furnish the Trustee with Officer’s Certificates, directions, requests, and any other matters or directionspursuant to this Indenture.

(m) In no event shall the Trustee be responsible or liable for any special, indirect, punitive or consequential loss or damage of anykind whatsoever (including, but not limited to, loss of profit), irrespective of whether the Trustee has been advised of the likelihood of suchloss or damage and regardless of the form of action.

SECTION 7.3. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee ofNotes and may otherwise deal with the JCP Parties or any respective Affiliate of the JCP Parties with the same rights it would have if itwere not Trustee. Any Paying Agent, Registrar or Custodian may do the same with like rights and duties. The Trustee is also subject toSections 7.10 and 7.11.

SECTION 7.4. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity oradequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid tothe Issuer or upon the Issuer’s direction under any provision of this Indenture, it will not be responsible for the use or application of anymoney received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or anystatement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificateof authentication.

SECTION 7.5. Notice of Defaults. If a Default or Event of Default occurs and is continuing and if it is known to a Trust Officer of theTrustee, the Trustee shall send to Holders a notice of the Default or Event of Default within 90 days after the occurrence of such Default orEvent of Default. Except in the case of a Default or Event of Default in payment of principal of (or premium, if any, on) or interest, if any,on the Notes, the Trustee may withhold such notice if a committee of its Trust Officers in good faith determines that the withholding ofsuch notice is in the interests of the Holders.

SECTION 7.6. [Reserved].

SECTION 7.7. Compensation and Indemnity.

(a) The Issuer shall pay to the Trustee and Collateral Agent from time to time reasonable compensation for its acceptance of thisIndenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an expresstrust. The Issuer shall reimburse the Trustee and Collateral Agent promptly upon request for all reasonable disbursements, advances andexpenses incurred or made by it in addition to the compensation for its services. All amounts set forth in the separate fee letter entered intoprior to the date hereof are deemed reasonable. Such expenses will include the reasonable compensation, disbursements and expenses of theTrustee’s and the Collateral Agent’s agents and counsel.

(b) The Issuer shall indemnify the Trustee and Collateral Agent against any and all losses, damages, liabilities or expenses incurred byit arising out of or in connection with the acceptance or administration of its duties under this Indenture, the Collateral Documents and theIntercreditor Agreements, including the costs and expenses of enforcing this Indenture against the Issuer (including this Section 7.7) anddefending itself against any claim (whether asserted by any JCP Party, any Holder or any other Person) or liability in connection with theexercise or performance of any of its rights, powers or duties hereunder, except to the extent any such loss, liability or expense may beattributable to its negligence or bad faith. The Trustee and Collateral Agent shall notify the Issuer promptly of any claim for which it mayseek indemnity. Failure by the Trustee and Collateral Agent to so notify the Issuer will not relieve the Issuer of its obligations hereunder.The Issuer shall defend the claim and the Trustee and Collateral Agent shall cooperate in the defense. Each of the Trustee and CollateralAgent may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. The Issuer need not pay forany settlement made without their consent, which consent will not be unreasonably withheld.

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(c) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(a)(5) or (6) occurs, theexpenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constituteexpenses of administration under any Bankruptcy Code.

(d) The Issuer’s obligations set forth in this Section 7.7 shall survive the satisfaction and discharge of this Indenture and the earlierresignation or removal of the Trustee hereunder.

SECTION 7.8. Replacement of Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successorTrustee’s acceptance of appointment as provided in this Section 7.8.

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. TheHolders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee andthe Issuer in writing. The Issuer may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under anyBankruptcy Code;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appointa successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of thethen outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, theIssuer, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competentjurisdiction for the appointment of a successor Trustee.

(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10,such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, theresignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties ofthe Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptlytransfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid andsubject to the Lien provided for in Section 7.7. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Issuer’sobligations under Section 7.7 will continue for the benefit of the retiring Trustee.

SECTION 7.9. Successor Trustee by Merger. Any Person into which the Trustee or any successor to it in the trusts created by thisIndenture shall be merged or converted, or any Person with which it or any successor to it shall be consolidated, or any Person resultingfrom any merger, conversion or consolidation to which the Trustee or any such successor to it shall be a party, or any Person to which theTrustee or any successor to it shall sell or otherwise transfer all or substantially all of the corporate trust business of the Trustee, shall bethe successor Trustee under this Indenture without the execution or filing of any paper or any further act on the part of any of the partieshereto; provided that such Person shall be otherwise qualified and eligible under this Article. In case at the time such successor to theTrustee shall succeed to the trusts created by this Indenture, any Notes shall have been authenticated but not delivered by the Trustee thenin office, any successor to such Trustee may adopt the certificate of authentication

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of any predecessor Trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have beenauthenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name ofthe successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indentureprovided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of anypredecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger,conversion or consolidation.

SECTION 7.10. Eligibility; Disqualification. There will at all times be a Trustee hereunder that is a corporation organized and doingbusiness under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporatetrustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of atleast $100.0 million as set forth in its most recent published annual report of condition.

SECTION 7.11. Collateral Documents; Intercreditor Agreements.

(a) By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee to execute and deliver the IntercreditorAgreements and any Collateral Document in which the Trustee is named as a party, including any Intercreditor Agreement or CollateralDocument executed after the Issue Date, and to appoint the Collateral Agent to act on behalf of the Notes Secured Parties under the SecondPriority Pari Passu Intercreditor Agreement, the Collateral Documents and the other Intercreditor Agreements. It is hereby expresslyacknowledged and agreed that, in doing so, the Trustee is (a) expressly authorized to make the representations attributed to Holders in anysuch agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or thesufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any actionunder, the Intercreditor Agreements or any Collateral Document, the Trustee shall have all of the rights, immunities, indemnities and otherprotections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement oragreements).

(b) Whenever the Trustee is required or requested to deliver any direction to the Collateral Agent under the terms of this Indenture,the Second Priority Pari Passu Intercreditor Agreement, any Collateral Document or any other Intercreditor Agreement in its capacity asAuthorized Representative or otherwise, the Trustee shall do so in accordance with the provisions of this Indenture and shall be vested withthe rights, privileges and immunities set forth in this Indenture.

ARTICLE VIII

DEFEASANCE AND DISCHARGE PRIOR TO MATURITY

SECTION 8.1. Option to Effect Defeasance. The Issuer may, at its option and at any time, elect to have either Section 8.2 or 8.3 beapplied to all outstanding Notes upon compliance with the conditions set forth in this Article VIII.

SECTION 8.2. Defeasance and Discharge. The Issuer may elect, at any time, to fully discharge all or any specified portion of theIssuer’s and the Guarantors’ obligations, and the Issuer will be deemed to have paid and discharged the entire Indebtedness represented bythe Notes or, at the Issuer’s option, any specified payment obligation and to have satisfied all other obligations under the Notes, the NoteGuarantees, this Indenture and the Collateral Documents insofar as the Notes are concerned (and all Note Guarantees, and Liens on theCollateral securing the Notes and the Note Guarantees, shall be released and terminated) (and the Trustee and the Collateral Agent, asapplicable, at the expense of the Issuer, shall execute instruments as reasonably requested by the Issuer acknowledging the same)(“Defeasance”), subject to the following which will survive until otherwise terminated or discharged under this Indenture:

(1) the rights of Holders of outstanding Notes to receive, solely from the trust fund referred to in Section 8.3, payments in respectof all or any defeased portion of the principal of and any premium and/or interest on the Notes when payments are due;

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(2) the Issuer’s obligations under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9 and 3.2;

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder; and

(4) this Article VIII.

Subject to compliance with this Section 8.2, the Issuer may exercise its option under this Section 8.2 notwithstanding the priorexercise of their option under Section 8.3.

SECTION 8.3. Conditions to Defeasance. In order to exercise Defeasance under this Section 8.3:

(1) the Issuer shall have irrevocably deposited or caused or directed to be deposited with the Trustee as trust funds in trust for thepurpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders,(A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respectthereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or(C) a combination thereof, in each case sufficient to pay and discharge, and which shall be applied by the Trustee to pay and discharge,all or any specific portion of the principal of and any premium and interest on the Notes on the respective interest payment date and/orstated maturities, in accordance with the terms of this Indenture and the Notes;

(2) the Issuer shall have advised the Trustee in writing of the payment or payments of the Notes to which such deposit is to beapplied; and

(3) such Defeasance shall not result in the trust arising from any such deposit constituting an investment company within themeaning of the Investment Company Act of 1940 unless such trust shall be registered under the Investment Company Act of 1940 orexempt from registration thereunder.

Upon compliance with the foregoing, the Trustee shall execute instrument(s) as reasonably requested by the Issuer acknowledgingthe Defeasance of all of the Issuer’s and the Guarantors’ obligations under the Notes. Such Defeasance shall be effective on and after thedate that the conditions set forth in clauses (1) through (3) above are satisfied.

SECTION 8.4. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.

The Trustee shall, subject to the provisions of this Indenture, hold in trust any money and U.S. Government Obligations depositedwith the Trustee pursuant to Section 8.3, and any money received by the Trustee as payment of principal or interest in respect of such U.S.Government Obligations, and shall apply all money, in accordance with the provisions of the Notes and this Indenture, to the payment, tothe Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such deposit (including any money to bereceived by the Trustee as principal or interest in respect of such U.S. Government Obligations) was made with the Trustee; provided,however, that, if the Trustee shall at any time hold in trust pursuant to this Section 8.4, as a result of a deposit made pursuant to this ArticleVIII, any money in excess of the amount required to make the payments to which such deposit (including any money to be received by theTrustee as principal or interest in respect of any U.S. Government Obligations included within such deposit) was to be applied, the Trusteeshall, upon the Issuer’s request, pay to the Issuer such excess money.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash orU.S. Government Obligations deposited pursuant to Section 8.3 or the principal and interest received in respect thereof other than any suchtax, fee or other charge which by law is for the account of the Holders of outstanding Notes.

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SECTION 8.5. Repayment to the Issuer. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, intrust for the payment of the principal of (and premium, if any) or interest on any Note and remaining unclaimed for two years after suchprincipal (and premium, if any) or interest has become due and payable shall be paid to the Issuer, or (if then held by the Issuer) shall bedischarged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, be permitted to look only to theIssuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of theIssuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to makeany such repayment, may at the expense of the Issuer cause to be published once, in the New York Times and The Wall Street Journal(national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 daysfrom the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

SECTION 8.6. Reinstatement. If the Trustee or Paying Agent is unable to apply any money in accordance with this Article VIII withrespect to any Notes by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwiseprohibiting such application, then the Issuer’s and the Guarantors’ obligations under this Indenture and the Notes from which the Issuer andthe Guarantors’ have been discharged or released pursuant to Section 8.2 shall be revived and reinstated as though no deposit had occurredpursuant to this Article VIII with respect to such Notes, until such time as the Trustee or Paying Agent is permitted to apply all money heldin trust pursuant to Section 8.4 with respect to such Notes in accordance with this Article 8; provided, however, that if the Issuer or anyGuarantor makes any payment of principal of, or any premium or interest on, any such Note following the reinstatement of theirobligations, the Issuer or such Guarantor shall be subrogated to the rights (if any) of the Holders of such Notes to receive such paymentfrom the money so held in trust by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENTS

SECTION 9.1. Without Consent of Holders. Notwithstanding Section 9.2 of this Indenture, the Issuer and the Trustee (together withany other party whose consent is required pursuant to the Intercreditor Agreements or the Collateral Documents) may amend, supplementor otherwise modify the Note Documents without the consent of any Holder (and, upon request from the Issuer, the Trustee shall requestthat the Collateral Agent enter into any such amendment, supplement or other modification to the applicable Intercreditor Agreement orCollateral Documents) to:

(1) cure any ambiguity, omission, mistake, defect, error or inconsistency;

(2) provide for the assumption by a successor Person of the obligations of the Issuer or any Guarantor under any Note Document;

(3) provide for uncertificated Notes in addition to or in place of certificated Notes;

(4) add to the covenants or provide for a Note Guarantee for the benefit of the Holders or surrender any right or power conferredupon Holdings, the Issuer or any Subsidiary;

(5) make any change that does not adversely affect in any material respect the rights of any Holder;

(6) at the Issuer’s election, comply with any requirement of the SEC in connection with the qualification of this Indenture underthe TIA if such qualification is required;

(7) make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes;

(8) provide for any Subsidiary of Holdings or any other Person to provide a Note Guarantee, to add Note Guarantees with respectto the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retakingof any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided forunder this Indenture, the Collateral Documents and/or the Intercreditor Agreements, as applicable;

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(9) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or Collateral Agentpursuant to the requirements hereof or to provide for the accession by the Trustee or the Collateral Agent to any Note Document orevidence and provide for the acceptance and appointment under any Intercreditor Agreement or Collateral Document of a successorparty thereto pursuant to the requirements thereof;

(10) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by thisIndenture, including to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this Indenture asso amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and(ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect;

(11) mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for its benefit and the benefit of theTrustee, the Holders of the Notes and the holders of any other Second Priority Secured Obligations, as additional security for thepayment and performance of all or any portion of the Second Priority Secured Obligations, in any property or assets, including anywhich are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of theTrustee or the Collateral Agent pursuant to this Indenture, any of the Intercreditor Agreements, the Collateral Documents or otherwise;

(12) provide for the release of Collateral from the Lien, or the subordination of such Lien, pursuant to this Indenture, theCollateral Documents and the Intercreditor Agreements when permitted or required by the Collateral Documents, this Indenture and/orthe Intercreditor Agreements;

(13) (i) secure any Future Second Priority Indebtedness or Term Loan/Notes Secured Obligations to the extent permitted underthis Indenture, the Collateral Documents and the Intercreditor Agreements, (ii) include any ABL Secured Obligations, Second PrioritySecured Obligations, Junior Priority Secured Obligations or Term Loan/Notes Secured Obligations in any Intercreditor Agreement,(iii) join any party to any Intercreditor Agreement to the extent permitted or required by the terms thereof or by the terms of thisIndenture or any other Second Priority Document or (iv) supplement any schedules to any Collateral Document to the extent permittedor required by the terms thereof or by the terms of this Indenture or any other Second Priority Document;

(14) comply with the rules of any applicable securities depositary; or

(15) conform the text of this Indenture, any Note Guarantee, the Notes or any other Note Document to any provision of the“Description of Notes” section of the Offering Memorandum.

SECTION 9.2. With Consent of Holders.

(a) Except as provided in Section 9.1 and in Section 9.2(b), the Issuer and the Trustee may amend, supplement or otherwise modifythe Note Documents (and, in the case of any Collateral Document or Intercreditor Agreement, upon a written request from the Issuer, theTrustee shall request that the Collateral Agent enter into any such amendment, supplement or other modification), with the consent of theHolders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consentsobtained in connection with a purchase of, or tender offer or exchange offer for, such Notes) (in addition to any other consents requiredunder the terms of the Intercreditor Agreements or the Collateral Documents from the parties thereto), and any Default or Event of Defaultthereunder or compliance with any provision of the Note Documents may be waived with the consent of the Holders of a majority inaggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer orexchange offer for, such Notes).

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(b) Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notesheld by a non-consenting Holder:

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment;

(2) reduce the stated rate of or extend the stated time for payment of interest on any such Note;

(3) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of ControlOffer after the occurrence of a Change of Control;

(4) reduce the principal of or extend the Stated Maturity of any such Note;

(5) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may beredeemed to an earlier time, in each case as set forth in Section 5.7;

(6) make any such Note payable in currency other than that stated in such Note;

(7) make any change in the contractual right expressly set forth in this Indenture of any Holder to receive payment of principal ofand interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on orwith respect to such Holder’s Notes;

(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium, if any, or interest (except pursuantto a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of such Notes and a waiver ofthe payment default that resulted from such acceleration); or

(9) make any change in the amendment or waiver provisions which require the Holders’ consent described in clauses (1) – (8)above.

In addition, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, noamendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Collateral Documentswith respect to the Notes (other than in accordance with the terms of the Collateral Documents and Intercreditor Agreements as in effect onthe Issue Date or as otherwise provided in Section 12.2).

It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposedamendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment,supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’sNotes will not be rendered invalid by such tender or exchange.

SECTION 9.3. [Reserved].

SECTION 9.4. Revocation and Effect of Consents and Waivers. Until an amendment, supplement or waiver becomes effective, aconsent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of aNote that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on any Note.However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent or waiver as to such Holder’s Note or portionof its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. Anamendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

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The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give theirconsent or take any other action described in this Section 9.4 or required or permitted to be taken pursuant to this Indenture. If a record dateis fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their dulydesignated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take anysuch action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for morethan 120 days after such record date.

SECTION 9.5. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplementor waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of anIssuer Order, authenticate new Notes that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue anew Note will not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.6. Trustee to Sign Amendments. Upon the request of the Issuer, and upon the filing with the Trustee of evidence of theconsent of the required Holders of Notes as aforesaid in Section 9.2, if such consent of the Holders of Notes is required, and upon receiptby the Trustee of the documents described in this Section 9.6 and Section 13.3, the Trustee shall join (or, if applicable and requested inwriting by the Issuer in the case of any amendment, supplement or other modification to any Intercreditor Agreement or CollateralDocument, request that the Collateral Agent join) with the Issuer and the Guarantors, if applicable, in the execution of any amended orsupplemental indenture or amendment, supplement or other modification to any Note Document unless such amended or supplementalindenture or amendment or supplement to any Note Document adversely affects the Trustee’s own rights, duties or immunities under anyNote Document or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended orsupplemental indenture or amendment, supplement or other modification to any Note Document. After an amendment or supplement underSection 9.1 or 9.2, as applicable, becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment orsupplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment orsupplement under Section 9.1 or 9.2, as applicable. In executing any amended or supplemental indenture, the Trustee shall receive and(subject to Sections 7.1 and 7.2) shall be fully protected in conclusively relying upon, in addition to the documents required bySection 13.3, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture isauthorized or permitted by this Indenture and is valid, binding and enforceable against the Issuer or any Guarantor, as the case may be, inaccordance with its terms. In requesting that the Collateral Agent join in executing any amendment or supplement to any Note Document,the Trustee shall receive and (subject to Sections 7.1 and 7.2) shall be fully protected in conclusively relying upon, such certificates as arerequired by Section 2.04 of the Second Priority Pari Passu Intercreditor Agreement.

ARTICLE X

GUARANTEE

SECTION 10.1. Guarantee. Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocablyguarantees (the “Note Guarantees”), as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to eachHolder of the Notes, the Trustee and the Collateral Agent the full and punctual payment when due, whether at maturity, by acceleration, byredemption or otherwise, of the principal of, premium, if any, and interest on the Notes, fees, expenses, indemnities and all otherObligations and liabilities of the Issuer under this Indenture (including without limitation interest accruing after the filing of any petition orapplication in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or anyGuarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations underSection 7.7) (all the foregoing being hereinafter collectively called the “ Guaranteed Obligations”).

To evidence its Note Guarantee set forth in this Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed onbehalf of such Guarantor by an Officer of such Guarantor.

Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.1 shall remain in full force and effectnotwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

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If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the NoteGuarantee shall be valid nevertheless.

Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in wholeor in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension orrenewal of any Guaranteed Obligation.

Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations andalso waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.

Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee ofcollection) and waives any right to require that any resort be had by any Holder to any security held for payment of the GuaranteedObligations.

Except as set forth in Section 10.2, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation,impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver,release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or terminationwhatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting thegenerality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affectedby (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person underthis Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) subject to Section 9.2, anyrescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement;(d) subject to Section 10.2(b), the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder toexercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay,willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other actor thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge ofsuch Guarantor as a matter of law or equity.

Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the GuaranteedObligations or such Guarantor is released from its Note Guarantee in compliance with Section 10.2, Article VIII or Article XI. EachGuarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any timepayment, or any part thereof, of principal of, premium, if any, or interest, if any, on any of the Guaranteed Obligations is rescinded or mustotherwise be restored by any Holder upon the bankruptcy, insolvency or reorganization of the Issuer or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantorby virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whetherat maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand bythe Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee on behalf of itself, the Holders and the Collateral Agent an amountequal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest, if any,on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after thefiling of any petition or application in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to theIssuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding).

Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturityof the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guaranteeherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligationsguaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such GuaranteedObligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of the NoteGuarantee.

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Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by theTrustee, the Collateral Agent or the Holders in enforcing any rights under this Section 10.1.

SECTION 10.2. Limitation on Liability; Termination, Release and Discharge.

(a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor under its NoteGuarantee will be limited to the maximum amount that would, after giving effect to all other contingent and fixed liabilities of suchGuarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of theobligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, not render theobligations of such Guarantor under its Note Guarantee subject to avoidance under applicable law as a fraudulent conveyance, fraudulenttransfer or unjust preference, including provisions of the Bankruptcy Code.

(b) Any Note Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged:

(1) upon the consummation of any transaction not prohibited by this Indenture (including by way of sale, disposition or othertransfer of Equity Interests of such Subsidiary Guarantor or merger, consolidation, liquidation or dissolution) that results in suchSubsidiary Guarantor ceasing to be a Subsidiary of Holdings;

(2) except for a Subsidiary that continues to Guarantee any other then outstanding Series of Second Priority Secured Obligationsor any then outstanding Term Loan/Notes Secured Obligations, in connection with any sale, disposition or other transfer of all orsubstantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation), if the sale, disposition orother transfer is made in compliance with this Indenture;

(3) upon the release of the Guarantee by such Subsidiary of each other then outstanding Series of Second Priority SecuredObligations and each then outstanding Series of Term Loan/Notes Secured Obligations of that Subsidiary Guarantor (other than inconnection with a repayment in full of such other Series of Second Priority Secured Obligations or such Series of Term Loan/NotesSecured Obligations);

(4) upon payment in full of the principal of, and accrued and unpaid interest and premium, if any, on, the Notes; and

(5) except for a Subsidiary that continues to Guarantee any other then outstanding Series of Second Priority Secured Obligationsor any then outstanding Series of Term Loan/Notes Secured Obligations, if such Subsidiary Guarantor becomes an ExcludedSubsidiary.

In addition to the foregoing, the Note Guarantees of all Guarantors will be released upon a Defeasance of this Indenture in accordancewith Article VIII or Satisfaction and Discharge of this Indenture in accordance with Article XI.

SECTION 10.3. Right of Contribution. Each Guarantor hereby agrees that to the extent that any Guarantor shall have paid more thanits proportionate share of any payment made on the obligations under its Note Guarantee, such Guarantor shall be entitled to seek andreceive contribution from and against the Issuer or any other Guarantor who has not paid its proportionate share of such payment. Theprovisions of this Section 10.3 shall in no respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders andeach Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder.

SECTION 10.4. No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shallbe entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateralsecurity or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall anyGuarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of paymentsmade by such Guarantor

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hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guaranteed Obligations are paid in full. Ifany amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shallnot have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from otherfunds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received bysuch Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guaranteed Obligations.

ARTICLE XI

SATISFACTION AND DISCHARGE

SECTION 11.1. Satisfaction and Discharge. This Indenture (including the Notes and the Note Guarantees) will cease to be of furthereffect as to the Notes (this being referred to herein as “Satisfaction and Discharge”) (except as to any surviving rights of registration oftransfer of Notes expressly provided for in this Indenture and any rights to receive payments of interest on the Notes and rights of theTrustee to compensation, reimbursement and indemnification and the Issuer’s obligations with respect thereto expressly provided forherein) and all Note Guarantees, and all Liens on the Collateral securing the Notes and the Note Guarantees, will be released andterminated, and the Trustee, on demand of and at the Issuer’s expense, will execute instruments as reasonably requested by the Issueracknowledging Satisfaction and Discharge, when:

(a) either:

(1) all Notes that have been authenticated and delivered (other than (A) Notes which have been destroyed, lost or stolen andwhich have been replaced or paid and (B) Notes for whose payment money has been either deposited in trust or segregated andheld in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust or paid to any State or the District ofColumbia pursuant to its unclaimed property or similar laws) have been delivered to the Trustee for cancellation; or

(2) all Notes that have not been so delivered to the Trustee for cancellation (A) have become due and payable, (B) willbecome due and payable at their Stated Maturity within one year or (C) are to be called for redemption within one year underarrangements reasonably satisfactory to the Trustee for the giving of the notice of redemption by the Trustee in the name, and atthe expense, of the Issuer, and the Issuer has deposited or caused or directed to be deposited with the Trustee, as trust funds intrust for this purpose, (i) money in an amount, or (ii) U.S. Government Obligations which through the scheduled payment ofprincipal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date ofany payment, money in an amount, or (iii) a combination thereof, in each case sufficient to pay and discharge, and which shall beapplied by the Trustee to pay and discharge, the entire Indebtedness on the Notes not delivered to the Trustee for cancellation, forprincipal, premium, if any, and accrued and unpaid interest, if any, to, but not including, the date of such deposit (in the case ofNotes that have become due and payable) or maturity or redemption, as the case may be;

(b) the Issuer has paid or caused to be paid all other sums payable by the Issuer under this Indenture; and;

(c) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditionsprecedent in this Indenture relating to the Satisfaction and Discharge have been complied with.

Upon compliance with the foregoing, the Trustee shall execute such instrument(s) as reasonably requested by the Issueracknowledging the Satisfaction and Discharge of all of the Issuer’s and the Guarantors’ obligations under the Notes, subject to suchprovisions that shall survive pursuant to the terms of this Indenture.

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Notwithstanding the Satisfaction and Discharge, the obligations of the Issuer and the Guarantors to the Trustee and, if money hasbeen deposited with the Trustee pursuant to Section 11.1(a)(2), the obligations of the Trustee under Section 8.5, this Section 11.1 andSection 11.2 shall survive.

SECTION 11.2. Application of Trust Money. Subject to the provisions of Section 8.5, all money deposited with the Trustee pursuantto Section 11.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment,either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to thePersons entitled thereto, of the principal, premium, if any, and interest for the payment of which such money has been deposited with theTrustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 11.1 byreason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining orotherwise prohibiting such application, the Issuer’s and the Guarantors’ obligations under this Indenture, the Notes and the Note Guaranteesshall be revived and reinstated as though no deposit had occurred pursuant to Section 11.1 until such time as the Trustee or Paying Agent ispermitted to apply all such money or U.S. Government Obligations in accordance with Section 11.1; provided that if the Issuer has madeany payment of principal of, premium, if any, or interest on, any Notes because of the reinstatement of its obligations, the Issuer shall besubrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by theTrustee or Paying Agent.

ARTICLE XII

COLLATERAL

SECTION 12.1. Collateral Documents. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds theCollateral in trust for the benefit of the Second Priority Secured Parties and pursuant to the terms of the Collateral Documents and theIntercreditor Agreements. Each Holder, by accepting a Note, (i) consents and agrees to the terms of the Collateral Documents (includingthe provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may bein effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements,(ii) consents to the priority of Liens and payments provided for in the Intercreditor Agreements, (iii) agrees that it will be bound by and willtake no actions contrary to the provisions of the Intercreditor Agreements, (iv) authorizes and directs the Trustee (in the case of theapplicable Intercreditor Agreements) and the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements onbehalf of such Holder and to bind such Holder thereby and to perform its respective obligations and exercise its rights thereunder inaccordance therewith, and (v) authorizes the release or subordination of any Lien granted under any Collateral Document pursuant toSection 12.2 below and the terms of the Collateral Documents and the Intercreditor Agreements, and directs the Trustee (and directs theTrustee to direct the Collateral Agent) to execute and deliver or authorize the filing of any documents or instruments necessary or requestedto effectuate or evidence such release or subordination. The Issuer and the Guarantors shall take any and all actions and make all filings(including the filing of UCC financing statements, continuation statements and amendments thereto) required under the CollateralDocuments to create and maintain, as security for the Notes Obligations and the other Second Priority Secured Obligations, a valid andenforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and theCollateral Documents), in favor of the Collateral Agent for the benefit of the Notes Secured Parties and the other Second Priority SecuredParties. In the event of any conflict between the terms of the Intercreditor Agreements and this Indenture or any of the other NoteDocuments, the provisions of the Intercreditor Agreements shall govern and control.

SECTION 12.2. Release or Subordination of Liens on the Collateral.

(a) Subject to Section 12.2(c), the Liens securing the Notes Obligations will be automatically released, and, if requested by the Issuer(at any time that the Trustee is the Applicable Authorized Representative or otherwise), the Trustee (subject to its receipt of an Officer’sCertificate as provided below) shall instruct the Collateral Agent to execute and deliver or otherwise authorize the filing of such documentsor instruments as the Issuer shall reasonably request to effectuate or evidence such release (and in the case of clause (v) below, suchsubdivision), the same at the Issuer’s sole cost and expense, under one or more of the following circumstances:

(i) in whole upon the Defeasance of this Indenture as set forth under Article VIII or upon Satisfaction and Discharge of thisIndenture as set forth under Article XI;

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(ii) in whole or in part as provided in the Intercreditor Agreements;

(iii) in whole or in part, with the consent of the requisite Holders of the Notes in accordance with the provisions underSection 9.2;

(iv) as to any asset constituting Collateral that is sold or otherwise disposed of or transferred by the Issuer or any of theGuarantors to any Person that is not the Issuer or a Guarantor in a transaction not prohibited by this Indenture (to the extent of theinterest sold or disposed of or transferred);

(v) as to any asset constituting Collateral, upon the release of all Liens on such Collateral securing each other then outstandingSeries of Second Priority Secured Obligations and each then outstanding Series of Term Loan/Notes Secured Obligations (other than inconnection with a repayment in full of another Series of Second Priority Secured Obligations or a Series of Term Loan/Notes SecuredObligations); and

(vi) as to any asset constituting Collateral that becomes an Excluded Asset pursuant to a transaction not prohibited by thisIndenture.

(b) Subject to Section 12.2(c), the Liens securing the Notes Obligations may be subordinated, and, if requested by the Issuer (at anytime that the Trustee is the Applicable Authorized Representative or otherwise), the Trustee (subject to its receipt of an Officer’s Certificateas provided below) shall instruct the Collateral Agent to execute and deliver or otherwise authorize the filing of such documents orinstruments as the Issuer shall reasonably request to effectuate or evidence such subordination, the same at the Issuer’s sole cost andexpense, on any property subject or to be subject to a Lien securing Indebtedness incurred to finance the acquisition, construction orimprovement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with theacquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, in each case to the extent that suchLiens are Permitted Liens.

(c) Except with respect to a release of Collateral pursuant to subclause (ii) or (v) of clause (a) above, which shall occur as provided inthe Intercreditor Agreements, the Collateral Agent shall release or subordinate its Lien on Collateral pursuant to the other subclauses ofclause (a) or pursuant to clause (b) above upon receipt of an Officer’s Certificate of the Issuer certifying that such release of orsubordination of its Lien on Collateral is in accordance with the terms of this Indenture, and the Trustee (subject to its receipt of anOfficer’s Certificate), if requested by the Issuer (at any time that the Trustee is the Applicable Authorized Representative or otherwise),shall instruct the Collateral Agent to release or subordinate its Lien on Collateral as set forth above.

(d) The documents and instruments requested to effectuate or evidence any release, subordination or subdivision referred to in clauses(a), (b) and (c) above may take the form of amendments and restatements of, or other amendments or modifications to, one or more of theCollateral Documents solely to give effect to the foregoing, which amendments, restatements or other modifications shall not require theconsent of any Holder pursuant to clause (12) of Section 9.1.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.1. Notices. Any notice or communication to the JCP Parties or the Trustee shall be sufficiently given if written and(a) delivered in person or (b) mailed by first class mail (certified or registered, return receipt requested) or (c) sent by facsimiletransmission or (d) sent by overnight air courier guaranteeing next-day delivery, or (e) sent by electronic transmission, in each caseaddressed as follows:

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if to the JCP Parties:

J. C. Penney Corporation, Inc.6501 Legacy DrivePlano, Texas 75024Attention: Trent KruseFacsimile No.: (972) 531-2488Email: twkruse@jcp.comin each case, with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP300 South Grand AvenueSuite 3400Los Angeles, California 90024Attention: Gregg NoelFacsimile No.: (213) 621-5234Email: gregg.noel@skadden.com

if to the Trustee, at its Corporate Trust Office, which Corporate Trust Office for purposes of thisIndenture is at the date hereof located at:

Wilmington Trust, National Association50 South Sixth StreetSuite 1290Minneapolis, Minnesota 55402Attention: J. C. Penney Notes AdministratorFacsimile No.: (612) 217-5651Email: hfield@wilmingtontrust.com

The JCP Parties or the Trustee, by notice to the others, may designate additional or different addresses and/or facsimile numbers forsubsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered byhand, if personally delivered; three Business Days after being deposited in the mail, postage prepaid, if mailed by first class mail (certifiedor registered, return receipt requested); upon acknowledgment of receipt, if transmitted by facsimile; the next Business Day after timelydelivery to the courier, if sent by overnight air courier guaranteeing next-day delivery; and at the time delivered if sent by electronictransmission.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or sent byovernight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar or, with respect to GlobalNotes, to the extent permitted or required by the applicable procedures of DTC, sent electronically. Failure to deliver, mail, transmit or senda notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is delivered, mailed, transmitted or sent in the manner provided above within the time prescribed, it isduly given, whether or not the addressee receives it.

If the JCP Parties mail or send a notice or communication to Holders, they will mail or send a copy to the Trustee and each Agent atthe same time.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive suchnotice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filedwith the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance on such waiver.

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In case it shall be impracticable to give notice in the manner provided above, including by reason of a suspension of regular mailservice, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purposehereunder.

SECTION 13.2. [Reserved].

SECTION 13.3. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take or refrain from taking any actionunder this Indenture or the Notes (except any request pursuant to Section 12.2(c), which requirements are set forth therein), the Issuer orsuch Guarantor, as the case may be, shall furnish to the Trustee:

(1) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements setforth in Section 13.4) stating that, in the opinion of the signatory thereto, all conditions precedent and covenants, if any, provided for inthis Indenture relating to the proposed action have been satisfied or complied with, as applicable; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements setforth in Section 13.4) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied orcomplied with, as applicable.

SECTION 13.4. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with acondition or covenant provided for in this Indenture shall include:

(1) a statement that each person signing such certificate or opinion has read such covenant or condition and the definitionsrelating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinionscontained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such person, he or she has made such examination or investigation as is necessary toenable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied or complied with,as applicable; and

(4) a statement as to whether or not, in the opinion of each such person, such covenant or condition has been satisfied or compliedwith, as applicable.

In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officer’s Certificate or on certificates of publicofficials.

SECTION 13.5. When Notes Disregarded. In determining whether the Holders of the required aggregate principal amount of Noteshave concurred in any direction, waiver or consent, Notes owned by the Issuer, any Guarantor or any Affiliate of them shall be disregardedand deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any suchdirection, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Also,subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

SECTION 13.6. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or at meetingsof, Holders. The Registrar and the Paying Agent may make reasonable rules and set reasonable requirements for their functions.

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SECTION 13.7. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking institutionsare authorized or required to be closed in New York, New York or the state of the place of payment. If a payment date is a Legal Holiday,payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If aregular record date is a Legal Holiday, the record date shall not be affected.

SECTION 13.8. Governing Law. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNEDBY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 13.9. Jurisdiction. The Issuer and the Guarantors agree that any suit, action or proceeding against the Issuer or anyGuarantor brought by any Holder or the Trustee arising out of or based upon this Indenture, the Note Guarantee or the Notes may beinstituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, andeach of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer and theGuarantors irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought inconnection with this Indenture, the Note Guarantee or the Notes, including such actions, suits or proceedings relating to securities laws ofthe United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the groundthat any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Guarantors agree that final judgmentin any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Guarantors, as the casemay be, and may be enforced in any court to the jurisdiction of which the Issuer or the Guarantors, as the case may be, are subject by a suitupon such judgment.

SECTION 13.10. Waivers of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBYIRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF ORRELATING TO THIS INDENTURE, THE NOTES OR THE NOTE GUARANTEES AND FOR ANY COUNTERCLAIMTHEREIN.

SECTION 13.11. USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOTAct (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “USA PATRIOT Act”), the Trustee, like all financial institutionsand in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifieseach person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that theywill provide the Trustee with such information as each may request in order for the Trustee to satisfy the requirements of the USAPATRIOT Act.

SECTION 13.12. No Recourse Against Others. No director, officer, manager, employee, incorporator or direct or indirect partner,member or stockholder, past, present or future, of the Issuer, any Guarantor or any successor entity of any of them, as such, will have anyliability for any of the obligations of the Issuer or any Guarantor under the Notes or this Indenture or any other Note Document or for anyclaim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases allsuch liability. The waiver and release may not be effective to waive liabilities under the federal securities laws.

SECTION 13.13. Successors. All agreements of the Issuer and each Guarantor in this Indenture and the Notes shall bind theirrespective successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 13.14. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be anoriginal, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages byfacsimile, pdf or other electronic transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto andmay be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, pdf or otherelectronic means shall be deemed to be their original signatures for all purposes.

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SECTION 13.15. Table of Contents; Headings. The table of contents, cross-reference table and headings of the Articles and Sectionsof this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modifyor restrict any of the terms or provisions hereof.

SECTION 13.16. Force Majeure. In no event shall the Trustee or Collateral Agent be responsible or liable for any failure or delay inthe performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, withoutlimitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or actsof God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it beingunderstood that the Trustee and Collateral Agent shall use commercially reasonable efforts which are consistent with accepted practices inthe banking industry to resume performance as soon as practicable under the circumstances.

SECTION 13.17. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[signatures on following pages]

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date and year first written above.

J. C. PENNEY CORPORATION, INC.

By: /s/ Trent Kruse Name: Trent Kruse

Title: Vice President, Treasury and Investor

Relations

J. C. PENNEY COMPANY, INC.

By: /s/ Jeffrey Davis Name: Jeffrey Davis

Title: Executive Vice President and Chief

Financial Officer

JCP REAL ESTATE HOLDINGS, INC.

By: /s/ Gary Piper Name: Gary Piper Title: Treasurer

J. C. PENNEY PROPERTIES, INC.

By: /s/ Gary Piper Name: Gary Piper Title: Treasurer

J. C. PENNEY PURCHASING CORPORATION

By: /s/ Gary Piper Name: Gary Piper Title: Treasurer

[Signature Page to the Indenture]

WILMINGTON TRUST, NATIONALASSOCIATION, as Trustee

By: /s/ Hallie E. Field Name: Hallie E. Field Title: Assistant Vice President

[Signature Page to the Indenture]

EXHIBIT A

[FORM OF FACE OF GLOBAL RESTRICTED NOTE][Applicable Restricted Notes Legend]

[Depository Legend, if applicable] No. [ ] Principal Amount $[ ] [as revised by the Schedule of Increases

and Decreases in Global Note attached hereto]1CUSIP NO.

J. C. PENNEY CORPORATION, INC.

J. C. Penney Corporation, Inc., a Delaware corporation, promises to pay to [Cede & Co.], or its registered assigns, the principal sum ofDollars, [as revised by the Schedule of Increases and Decreases in Global Note attached hereto], on March 15, 2025.

Interest Payment Dates: March 15 and September 15, commencing on September 15, 20182

Record Dates: March 1 and September 1

Additional provisions of this Note are set forth on the other side of this Note. 1 Insert in Global Notes only.2 In the case of Notes issued on the Issue Date.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

J. C. PENNEY CORPORATION, INC.

By: Name: Title:

TRUSTEE CERTIFICATE OF AUTHENTICATION

This Note is one of the Notes referred to in the within-mentioned Indenture.

WILMINGTON TRUST, NATIONALASSOCIATION, as Trustee

By: Authorized Signatory

Dated:

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[FORM OF REVERSE SIDE OF NOTE]J. C. PENNEY CORPORATION, INC.

8.625% Senior Secured Second Priority Notes due 2025

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture.

1. Interest

J. C. Penney Corporation, Inc., a Delaware corporation, promises to pay interest on the principal amount of this Note at 8.625% perannum from March 12, 20183 until maturity. The Issuer will pay interest semi-annually in arrears every March 15 and September 15 ofeach year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest onthe Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;provided, that the first Interest Payment Date shall be September 15, 2018.4 The Issuer shall pay interest on overdue principal at the ratespecified herein, and it shall pay interest (including post-petition interest in any proceeding under the Bankruptcy Code) on overdueinstallments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Interest on the Notes will becomputed on the basis of a 360-day year comprised of twelve 30-day months. Each interest period will end on (but not include) the relevantInterest Payment Date.

2. Method of Payment

By no later than 10:00 a.m. (Eastern Time) on the date on which any principal of, premium, if any, or interest, if any, on any Note isdue and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal,premium, if any, and interest, if any, when due. Interest on any Note which is payable, and is timely paid or duly provided for, on anyInterest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close ofbusiness on the preceding March 1 and September 1 at the office or agency of the Issuer maintained for such purpose pursuant toSection 2.3 of the Indenture. The principal of, and premium, if any, and interest on the Notes shall be payable at the office or agency of thePaying Agent or Registrar designated by the Issuer maintained for such purpose (which shall initially be the office of the Trusteemaintained for such purpose), or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3of the Indenture; provided, however, that, at the option of the Paying Agent, each installment of interest may be paid by (i) check mailed toaddresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) wire transfer to an account located inthe United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by aGlobal Note (including principal, premium, if any, and interest, if any) will be made by wire transfer of immediately available funds to theaccounts specified by The Depository Trust Company or any successor depository. Payments in respect of Notes represented by DefinitiveNotes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notesrepresented by Definitive Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the UnitedStates if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designatingsuch account no later than fifteen (15) days immediately preceding the relevant due date for payment (or such other date as the Trustee mayaccept in its discretion). If an Interest Payment Date is a Legal Holiday, payment shall be made on the next succeeding day that is not aLegal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall notbe affected.

3. Paying Agent and Registrar

The Issuer initially appoints Wilmington Trust, National Association (the “Trustee”) to act as the Registrar and Paying Agent for theNotes. The Issuer may change any Registrar or Paying Agent without prior notice to the Holders. The Issuer or any Guarantor may act asPaying Agent, Registrar or transfer agent. 3 In the case of Notes issued on the Issue Date.4 In the case of Notes issued on the Issue Date.

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4. Indenture

The Issuer issued the Notes under an Indenture, dated as of March 12, 2018 (as it may be amended or supplemented from time to timein accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors party thereto and the Trustee. The terms of theNotes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred tothe Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, theterms of the Indenture shall prevail.

5. Guarantees

To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petitioninterest) on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due andpayable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors haveguaranteed (and future guarantors, jointly and severally with the Guarantors, will fully guarantee) such obligations on a senior secured basispursuant to the terms of the Indenture.

6. Optional Redemption

(a) At any time, and from time to time, prior to March 15, 2021, the Issuer may redeem the Notes in whole or in part, at its option, at aredemption price equal to the greater of:

(1) 100% of the principal amount of such Notes redeemed; and

(2) the excess of:

(i) the present value at such redemption date of (i) the redemption price of the Note at March 15, 2021 (such redemptionprice being set forth in the table under clause (e) below) plus (ii) all required interest payments due on the Note through March 15,2021 (excluding interest paid prior to the redemption date and accrued but unpaid interest to the redemption date), computedusing a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(ii) the principal amount of the Note,

(3) plus, in each case, any accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right ofHolders on the relevant record date to receive interest due on the relevant interest payment date).

In the event of any redemption pursuant to this clause (a), the Issuer shall calculate or cause the calculation of the redemption price,and the Trustee shall have no duty to calculate or verify the calculation thereof.

(b) At any time prior to March 15, 2021, the Issuer may on one or more occasions redeem up to 35% of the aggregate principalamount of Notes issued under the Indenture at a redemption price equal to 108.625% of the principal amount plus accrued and unpaidinterest, if any, to, but not including, the date of redemption (subject to the right of Holders on the relevant record date to receive interestdue on the relevant interest payment date) in an amount of up to the amount of net cash proceeds received by or contributed to the Issuerfrom one or more Equity Offerings; provided that (1) at least 65% of the aggregate principal amount of Notes originally issued under theIndenture (including Additional Notes but excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately afterthe occurrence of such redemption, and (2) notice of such redemption is given within 90 days of the date of the closing of such EquityOffering. The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1 through 5.6 of the Indenture.

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(c) Except pursuant to clauses (a) and (b) of this paragraph 6, the Notes will not be redeemable at the Issuer’s option prior toMarch 15, 2021.

(d) On or after March 15, 2021, the Issuer may redeem all or a part of the Notes at the redemption prices (expressed as percentages ofprincipal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not including, the applicable dateof redemption, if redeemed during the twelve-month period beginning on March 15 of the years indicated below, subject to the rights ofHolders on the relevant record date to receive interest on the relevant interest payment date:

Year Percentage 2021 104.313% 2022 102.156% 2023 and thereafter 100.000%

(e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereofcalled for redemption on the applicable Redemption Date.

(f) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture.

The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. Repurchase Provisions

If a Change of Control occurs, except as provided in Section 3.9(c) of the Indenture or unless the Issuer exercised its right to redeemall the outstanding Notes pursuant to Section 5.7 of the Indenture, the Issuer will be required to make an offer to each Holder to repurchaseall or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount in excess thereof) of such Holder’sNotes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest,if any, on the Notes repurchased, to, but not including, the date of repurchase. Within 30 days following the date of any Change of Control,or, at the Issuer’s option, prior to any Change of Control but after the public announcement of the Change of Control, the Issuer shall mail(or in the case of Holders of interests in Global Notes, transmit electronically in accordance with the applicable procedures of DTC) anotice to Holders of Notes (and shall provide a copy of such notice to the Trustee) describing the transaction or transactions that constitutethe Change of Control and offering to repurchase the Notes on the date specified in the notice (the “Change of Control Payment Date”),which date shall be no earlier than 30 days and no later than 60 days from the date such notice is so mailed or transmitted, pursuant to theprocedures required by this Indenture and described in such notice. The notice shall state, if so mailed or transmitted prior to the date ofconsummation of the Change of Control, that the offer to repurchase the Notes is conditioned on the Change of Control occurring on orprior to the Change of Control Payment Date specified in the notice.

Upon certain Asset Dispositions, the Issuer may be required to use the Excess Proceeds from such Asset Dispositions to offer topurchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amountequal to 100% of the principal amount of the Notes (or, to the extent that such Excess Proceeds are from Specified Sale/LeasebackProceeds, 103% of the principal amount of the Notes), plus accrued and unpaid interest, if any, to, but not including, the date of purchase, inaccordance with the procedures set forth in Sections 3.5(c) and (d) of the Indenture and in minimum denominations of $2,000 and inintegral multiples of $1,000 in excess thereof. The Issuer may, in its sole discretion, make an Asset Disposition Offer pursuant toSection 3.5 of the Indenture prior to the time that the aggregate amount of Excess Proceeds exceeds $25.0 million.

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8. Denominations; Transfer; Exchange

The Notes shall be issuable only in fully registered form in minimum denominations of principal amount of $2,000 and any integralmultiple of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may requirea Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay a sum sufficient to cover any tax andfees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Note (A) for a periodbeginning (1) fifteen (15) days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of businesson the day of such mailing or (2) fifteen (15) days before an Interest Payment Date and ending on such Interest Payment Date or (B) calledfor redemption, except the unredeemed portion of any Note being redeemed in part.

9. Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

10. Discharge and Defeasance

Subject to certain exceptions and conditions set forth in the Indenture, the Issuer at any time may terminate its obligations under theNotes and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal,premium, if any, and interest, if any, on the Notes to redemption or maturity, as the case may be.

11. Amendment, Supplement, Waiver

Subject to certain exceptions contained in the Indenture, the Note Documents may be amended, supplemented or otherwise modifiedwith the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under the Indenture(including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes) (in addition to any otherconsents required under the terms of the Intercreditor Agreements or the Collateral Documents from the parties thereto), and any Default orEvent of Default thereunder or compliance with any provision of any Note Document may be waived with the consent of the Holders of amajority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, ortender offer or exchange offer for, such Notes). Without the consent of any Holder (and, upon request from the Issuer, the Trustee shallrequest that the Collateral Agent enter into any such amendment, supplement or other modification to the applicable IntercreditorAgreement or Collateral Documents), the Issuer and the Trustee (together with any other party whose consent is required pursuant to theIntercreditor Agreements or the Collateral Documents) may amend, supplement or otherwise modify any Note Document as provided inthe Indenture.

12. Defaults and Remedies

If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of theIssuer) occurs and is continuing, the Trustee by written notice to the Issuer or the Holders of at least 25% in principal amount of theoutstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaidinterest, on all the Notes to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest, ifany, will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization ofthe Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes will becomeand be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certaincircumstances, the Holders of a majority in principal amount of the outstanding Notes may waive or rescind any such acceleration withrespect to the Notes and its consequences.

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13. Trustee Dealings with the Issuer

Subject to certain limitations set forth in the Indenture, the Trustee in its individual or any other capacity may become the owner orpledgee of Notes and may otherwise deal with the JCP Parties or any respective Affiliate of the JCP Parties with the same rights it wouldhave if it were not Trustee. Any Paying Agent, Registrar or Custodian may do the same with like rights and duties. The Trustee is alsosubject to Sections 7.10 and 7.11 of the Indenture.

14. No Recourse Against Others

No director, officer, manager, employee, incorporator or direct or indirect partner, member or stockholder, past, present or future, ofthe Issuer, any Guarantor or any successor entity of any of them, as such, will have any liability for any of the obligations of the Issuer orany Guarantor under the Notes or the Indenture or any other Note Document or for any claim based on, in respect of, or by reason of, suchobligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release may not beeffective to waive liabilities under the federal securities laws.

15. Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manuallysigns the certificate of authentication on the other side of this Note.

16. Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT(= tenants by the entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) andU/G/M/A (= Uniform Gift to Minors Act).

17. CUSIP and ISIN Numbers

The Issuer has caused CUSIP and ISIN numbers, if applicable, to be printed on the Notes and has directed the Trustee to use CUSIPand ISIN numbers, if applicable, in notices of redemption or other notices as a convenience to Holders. No representation is made as to theaccuracy of such numbers either as printed on the Notes or as contained in any notice of redemption or other notices and reliance may beplaced only on the other identification numbers placed thereon.

18. Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may bemade to:

J. C. Penney Corporation, Inc.6501 Legacy DrivePlano, Texas 75024Attention: Trent KruseFacsimile No.: (972) 531-2488Email: twkruse@jcp.com

19. Security

This Note will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture, the CollateralDocuments and the Intercreditor Agreements.

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s social security or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee:

(Signature must be guaranteed)

Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and creditunions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.

The undersigned hereby certifies that it ☐ is / ☐ is not an Affiliate of an Issuer and that, to its knowledge, the proposed transferee ☐ is / ☐is not an Affiliate of an Issuer.

In connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is oneyear after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by an Issuer orany Affiliate of an Issuer, the undersigned confirms that such Notes are being:

CHECK ONE BOX BELOW:

(1) ☐ acquired for the undersigned’s own account, without transfer; or

(2) ☐ transferred to the Issuer; or

(3)

☐

transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the“Securities Act”); or

(4) ☐ transferred pursuant to an effective registration statement under the Securities Act; or

(5) ☐ transferred pursuant to and in compliance with Regulation S under the Securities Act; or

(6) ☐ transferred pursuant to another available exemption from the registration requirements of the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of anyperson other than the registered Holder thereof; provided, however, that if box (5) or (6) is checked, the Issuer may require, prior toregistering any such transfer of the Notes, in their sole discretion, such legal opinions, certifications and other information as the Issuer mayreasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act, such as the exemption provided by Rule 144 under such Act.

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Signature Guarantee: Signature

(Signature must be guaranteed) Signature

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and creditunions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF BOX(1) OR (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which itexercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144Aunder the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received suchinformation regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such informationand that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption fromregistration provided by Rule 144A.

Dated:

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[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTES

The following increases or decreases in this Global Note have been made:

Date ofExchange

Amount of decreasein PrincipalAmount of thisGlobal Note

Amount of increasein PrincipalAmount of thisGlobal Note

Principal Amountof this Global Notefollowing suchdecrease or increase

Signature ofauthorizedsignatory ofTrustee or NotesCustodian

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OPTION OF HOLDER TO ELECT PURCHASE

If you elect to have this Note purchased by the Issuer pursuant to Section 3.5 or 3.9 of the Indenture, check either box:

Section 3.5 ☐ Section 3.9 ☐

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 3.5 or 3.9 of the Indenture, state theamount in principal amount (must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof):$ and specify the denomination or denominations (which shall not be less than the minimum authorizeddenomination) of the Notes to be issued to the Holder for the portion of the within Note not being repurchased (in the absence of any suchspecification, one such Note will be issued for the portion not being repurchased): . Date: Your Signature

(Sign exactly as your name appears on the other side of the Note) Signature Guarantee:

(Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and creditunions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.

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EXHIBIT B

Form of Supplemental Indenture

[ ] SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of [ ], 20[ ], by and among J. C. PenneyCorporation, Inc., a Delaware corporation (the “Issuer”), the parties that are signatories hereto as Guarantors (each a “GuaranteeingSubsidiary”) and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Issuer, the Guarantors party thereto, and the Trustee have heretofore executed and delivered an indenture, dated as ofMarch 12, 2018 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregateprincipal amount of $400,000,000 of 8.625% Senior Secured Second Priority Notes due 2025 (the “Notes”) of the Issuer;

WHEREAS, the Indenture provides that each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplementalindenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee, on a joint and several basis, all of the Issuer’sObligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”);and

WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, any Guaranteeing Subsidiary and the Trustee are authorized toexecute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is herebyacknowledged, the Issuer, the Guaranteeing Subsidiar[y/ies] and the Trustee mutually covenant and agree for the benefit of the Trustee andthe Holders of the Notes as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitalshereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in thisSupplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

AGREEMENT TO BE BOUND; GUARANTEE

SECTION 2.1. Agreement to be Bound. Each of the Guaranteeing Subsidiaries hereby agrees to become a party to the Indenture as aGuarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 2.2. Guarantee. Each of the Guaranteeing Subsidiaries agrees, on a joint and several basis, to fully, unconditionally andirrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture.

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ARTICLE III

MISCELLANEOUS

SECTION 3.1. Notices. All notices and other communications to each Guaranteeing Subsidiary shall be given as provided in theIndenture, at the address for the Guarantors set forth in the Indenture.

SECTION 3.2. Merger, Amalgamation and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all orsubstantially all of its assets to, or consolidate with or merge or amalgamate with or into, another Person (other than the Issuer or anyRestricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance withSection 4.1(b) of the Indenture.

SECTION 3.3. Release of Guarantee. The Note Guarantees hereunder may be released in accordance with Section 10.2 of theIndenture.

SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm orcorporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this SupplementalIndenture or the Indenture or any provision herein or therein contained.

SECTION 3.5. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of theState of New York.

SECTION 3.6. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provisionshall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.7. Benefits Acknowledged. Each Guaranteeing Subsidiary’s Note Guarantee is subject to the terms and conditions setforth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financingarrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to itsNote Guarantee are knowingly made in contemplation of such benefits.

SECTION 3.8. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, theIndenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafterauthenticated and delivered shall be bound hereby.

SECTION 3.9. The Trustee. The Trustee does not make any representation or warranty as to the validity or sufficiency of thisSupplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

SECTION 3.10. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copyshall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and ofsignature pages by facsimile, pdf or other electronic transmission shall constitute effective execution and delivery of this SupplementalIndenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the partieshereto transmitted by facsimile, pdf or other electronic means shall be deemed to be their original signatures for all purposes.

SECTION 3.11. Execution and Delivery. Each Guaranteeing Subsidiary agrees that its Note Guarantee shall remain in full force andeffect notwithstanding any failure to endorse on each Note a notation of any such Note Guarantee.

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SECTION 3.12. Headings. The headings of the Articles and the Sections in this Supplemental Indenture are for convenience ofreference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first abovewritten.

[GUARANTEEING SUBSIDIARIES],as a Guarantor

By: Name: Title:

Acknowledged by:

J. C. PENNEY CORPORATION, INC.

By: Name: Title:

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WILMINGTON TRUST, NATIONALASSOCIATION, as Trustee

By: Name: Title:

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EXHIBIT C

Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S

[Date]

J. C. Penney Corporation, Inc.6501 Legacy DrivePlano, Texas 75024Attention: Trent KruseFacsimile No.: (972) 531-2488Email: twkruse@jcp.com

Wilmington Trust, National Association,as Trustee and Registrar50 South Sixth StreetSuite 1290Minneapolis, Minnesota 55402Attention: J. C. Penney Corporation, Inc. Secured Notes AdministratorFacsimile No.: (612) 217-5651Email: hfield@wilmingtontrust.com Re: J. C. Penney Corporation, Inc. (the “Issuer”)

8.625% Senior Secured Second Priority Notes due 2025 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $[________] aggregate principal amount of the Notes, we confirm that such sale has beeneffected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”),and, accordingly, we represent that:

(a) the offer of the Notes was not made to a person in the United States;

(b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting onour behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or throughthe facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transactionhas been pre-arranged with a buyer in the United States;

(c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) orRule 904(a)(2) of Regulation S, as applicable; and

(d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

In addition, if the sale is made during a restricted period and the provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1) ofRegulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1), as the case may be.

We also hereby certify that we [are][are not] an Affiliate of an Issuer and, to our knowledge, the transferee of the Notes [is][is not] anAffiliate of an Issuer.

C-1

The Trustee and the Issuer are entitled to conclusively rely upon this letter and are irrevocably authorized to produce this letter or acopy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferor]

By: Authorized Signature

C-2

Exhibit 10.1

Execution Version

PLEDGE AND SECURITY AGREEMENT

dated as of March 12, 2018

among

J. C. PENNEY CORPORATION, INC.,

J. C. PENNEY COMPANY, INC.,

EACH OF THE OTHER GRANTORS PARTY HERETO

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Collateral Agent

TABLE OF CONTENTS PAGE SECTION 1. DEFINITIONS; GRANT OF SECURITY 1

1.1 General Definitions 1 1.2 Definitions; Interpretation 7

SECTION 2. GRANT OF SECURITY 8

2.1 Grant of Security 8 2.2 Certain Limited Exclusions 9

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE 10

3.1 Security for Obligations 10 3.2 Continuing Liability Under Collateral 10

SECTION 4. CERTAIN PERFECTION REQUIREMENTS 11

4.1 Delivery Requirements 11 4.2 No Control Agreements Required 11 4.3 Intellectual Property Recording Requirements 11 4.4 Other Actions 12 4.5 Timing and Notice 12

SECTION 5. REPRESENTATIONS AND WARRANTIES 12

5.1 [Reserved.] 12 5.2 Collateral Identification, Special Collateral 12 5.3 Ownership of Collateral and Absence of Other Liens 12 5.4 Status of Security Interest 13 5.5 Goods 14 5.6 Pledged Equity Interests, Investment Related Property 14 5.7 Intellectual Property 14

SECTION 6. COVENANTS AND AGREEMENTS 15

6.1 Grantor Information and Status 15 6.2 Commercial Tort Claims 16 6.3 Ownership of Collateral and Absence of Other Liens 16 6.4 Status of Security Interest 16 6.5 Goods and Receivables 16 6.6 Pledged Equity Interests, Investment Related Property 17 6.7 Intellectual Property 18 6.8 Insurance 18

SECTION 7. FURTHER ASSURANCES; ADDITIONAL GRANTORS 19

7.1 Further Assurances 19 7.2 Additional Grantors 20

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SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT 20

8.1 Power of Attorney 20 8.2 No Duty on the Part of Collateral Agent or Secured Parties 21 8.3 Appointment Pursuant to the Second Priority Pari Passu Intercreditor Agreement 22

SECTION 9. REMEDIES 22

9.1 Generally 22 9.2 Application of Proceeds 24 9.3 Sales on Credit 24 9.4 Investment Related Property 24 9.5 Grant of Intellectual Property License 24 9.6 Intellectual Property 25 9.7 [Reserved] 26

SECTION 10. COLLATERAL AGENT 26

SECTION 11. CONTINUING SECURITY INTEREST 27

SECTION 12. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM 27

SECTION 13. MISCELLANEOUS 28 SCHEDULE 5.2 — COLLATERAL IDENTIFICATIONSCHEDULE 5.4 — FINANCING STATEMENTSSCHEDULE 5.5 — LOCATION OF EQUIPMENT AND INVENTORYEXHIBIT A — PLEDGE SUPPLEMENTEXHIBIT B — TRADEMARK SECURITY AGREEMENTEXHIBIT C — PATENT SECURITY AGREEMENTEXHIBIT D — COPYRIGHT SECURITY AGREEMENT

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This PLEDGE AND SECURITY AGREEMENT, dated as of March 12, 2018 (the “Effective Date”) (as it may be amended,restated, supplemented or otherwise modified from time to time, this “Agreement”), between J. C. PENNEY COMPANY, INC., aDelaware corporation (“Holdings”), J. C. PENNEY CORPORATION, INC., a Delaware corporation (the “Company”), and each of thesubsidiaries of Holdings or the Company party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor(as herein defined) (other than the Collateral Agent, each, a “Grantor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION ,as collateral agent for the Junior Lien Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successorsand permitted assigns, the “Collateral Agent”).

RECITALS:

WHEREAS, pursuant to the terms, conditions and provisions of (a) that certain Indenture, dated as of March 12, 2018 (as amended,restated, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, Holdings and the other guarantorsparty thereto and Wilmington Trust, National Association, as trustee (in such capacity, together with its successors and permitted assigns,the “Trustee”), and (b) that certain Purchase Agreement, dated as of March 8, 2018 (the “Purchase Agreement”), among the Company,Holdings, the other guarantors under the Indenture, and J.P. Morgan Securities LLC, as representative of the several initial purchasersnamed in Schedule I thereto, the Company issued $400,000,000 aggregate principal amount of its 8.625% Senior Secured Second PriorityNotes due 2025, which are guaranteed on a senior secured basis by the guarantors party thereto;

WHEREAS, in connection with the execution of this Agreement, the Collateral Agent and the Trustee, as Notes AuthorizedRepresentative for the Notes Secured Parties (as such terms are defined therein) are entering into that certain Junior Lien Pari PassuIntercreditor Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the“Second Priority Pari Passu Intercreditor Agreement”);

WHEREAS, pursuant to the Indenture and the Second Priority Pari Passu Intercreditor Agreement, the Trustee has appointed andauthorized the Collateral Agent to act as agent on its behalf and on behalf of the Junior Lien Secured Parties represented by the Trustee, andthe Collateral Agent has accepted such appointment; and

WHEREAS, one or more of the Grantors may incur Future Junior Priority Indebtedness after the date hereof, and in connectiontherewith, the Authorized Representative for the holders of such Future Junior Priority Indebtedness will become a party to the SecondPriority Pari Passu Intercreditor Agreement in order to appoint and authorize the Collateral Agent to act as agent on behalf of suchAuthorized Representative and on behalf of the Junior Lien Secured Parties represented by such Authorized Representative;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for othergood and valuable consideration the receipt and sufficiency of which is hereby acknowledged, each Grantor and the Collateral Agent agreeas follows:

SECTION 1. DEFINITIONS; GRANT OF SECURITY.

1.1 General Definitions. In this Agreement, the following terms shall have the following meanings:

“1994 Indenture” shall have the meaning set forth in the Indenture.

“ABL Agent” shall have the meaning set forth in the ABL Intercreditor Agreement.

“ABL Intercreditor Agreement” shall have the meaning set forth in the Second Priority Pari Passu Intercreditor Agreement.

“ABL Priority Collateral” shall have the meaning set forth in the First/Second Priority Intercreditor Agreement.

“Additional Grantor” shall have the meaning assigned in Section 7.2.

“Agreement” shall have the meaning set forth in the preamble.

“Applicable Authorized Representative” shall have the meaning set forth in the Second Priority Pari Passu Intercreditor Agreement.

“Authorized Representative” shall have the meaning set forth in the Second Priority Pari Passu Intercreditor Agreement.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or anysuccessor statute.

“Collateral” shall have the meaning assigned in Section 2.1 and, for the avoidance of doubt, shall exclude all Excluded Assets.

“Collateral Agent” shall have the meaning set forth in the preamble.

“Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints,technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronicstorage media and related data processing software and similar items that at any time evidence or contain information relating to any of theCollateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

“Collateral Support” shall mean all property (real or personal) securing any Collateral and shall include any security agreement orother agreement granting a lien or security interest in such real or personal property.

“Company” shall have the meaning set forth in the recitals.

“Control” shall mean: (1) with respect to any Deposit Accounts, control within the meaning of Section 9-104 of the UCC, (2) withrespect to any Securities Accounts, control within the meaning of Section 9-106 of the UCC, (3) with respect to any UncertificatedSecurities, control within the meaning of Section 8-106(c) of the UCC, and (4) with respect to any Certificated Security, control within themeaning of Section 8-106(a) or (b) of the UCC.

“Controlled Foreign Corporation” shall mean “controlled foreign corporation” as defined in Section 957 (or any successor statutethereto) of the Internal Revenue Code, as well as any Domestic Subsidiary, substantially all of the assets of which consist of EquityInterests of one or more Controlled Foreign Corporations.

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“Copyright Licenses” shall mean, to the extent not constituting an Excluded Asset, any and all license agreements and covenants notto sue with respect to any Copyright (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreementrequired to be listed in Schedule 5.2(I) under the heading “Copyright Licenses” (as such schedule may be amended or supplemented fromtime to time).

“Copyrights” shall mean, to the extent not constituting an Excluded Asset, all United States and foreign copyrights and all MaskWorks (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered and, with respect to any and all of theforegoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications required to be listedin Schedule 5.2(I) under the heading “Copyrights” (as such schedule may be amended or supplemented from time to time), (ii) allextensions and renewals thereof, (iii) the right to sue or otherwise recover for any past, present and future infringement or other violationthereof, (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages andproceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other rights corresponding thereto throughout theworld.

“Effective Date” shall have the meaning set forth in the recitals.

“Equity Interests” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stockof a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests andmembership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Event of Default” shall mean an “Event of Default” under, and as defined in, the Indenture or any Future Junior Priority Agreement.

“Excluded Asset” shall mean any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereofbut only to the extent, and for so long as, so excluded thereunder.

“First Lien Representative” shall have the meaning set forth in the First/Second Priority Intercreditor Agreement.

“First/Second Priority Intercreditor Agreement” shall have the meaning set forth in the Second Priority Pari Passu IntercreditorAgreement.

“Future Junior Priority Agreement” shall have the meaning set forth in the Second Priority Pari Passu Intercreditor Agreement.

“Future Junior Priority Indebtedness” shall have the meaning set forth in the Second Priority Pari Passu Intercreditor Agreement.

“Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivisionthereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercisingexecutive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Grantors” shall have the meaning set forth in the preamble.

“Indenture” shall have the meaning set forth in the recitals.

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“Insurance” shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Agent isthe loss payee thereof) and (ii) any key man life insurance policies.

“Intellectual Property” shall mean, to the extent not constituting an Excluded Asset, all intellectual property, whether arising underthe United States, multinational or foreign laws or otherwise, including without limitation, Copyrights, Copyright Licenses, Patents, PatentLicenses, Trademarks, Trademark Licenses, Trade Secrets, and Trade Secret Licenses, and the right to sue or otherwise recover for anypast, present and future infringement, dilution, misappropriation, or other violation thereof, including the right to receive all Proceedstherefrom, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit, now or hereafterdue and/or payable with respect thereto.

“Intellectual Property Security Agreement” shall mean each intellectual property security agreement executed and delivered by theapplicable Grantors, substantially in the form set forth in Exhibit B, Exhibit C and Exhibit D, as applicable.

“Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as amended.

“Investment Accounts” shall mean the Securities Accounts, Commodity Accounts and Deposit Accounts.

“Investment Related Property” shall mean, to the extent not constituting an Excluded Asset: (i) all “investment property” (as suchterm is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under theUCC): all Pledged Equity Interests, Pledged Debt, and certificates of deposit.

“Junior Lien Secured Parties” shall have the meaning set forth in the Second Priority Pari Passu Intercreditor Agreement.

“Junior Priority Documents” shall have the meaning set forth in the Second Pari Passu Intercreditor Agreement.

“Junior Priority Secured Obligations” shall have the meaning set forth in the Second Priority Pari Passu Intercreditor Agreement.

“Margin Stock” shall have the meaning set forth in Regulation U of the Board of Governors, as in effect from time to time and allofficial rulings and interpretations thereunder or thereof.

“Material Adverse Effect” means (a) a materially adverse effect on the business, assets, operations or condition of Holdings and itsSubsidiaries, taken as a whole, (b) a material impairment of the ability of the Grantors to perform their payment obligations under the NoteDocuments or (c) a material impairment of the rights of or benefits available to any Authorized Representative or the Collateral Agentunder any Note Document (other than any such impairment of rights or benefits that is primarily attributable to (i) action taken by one ormore Authorized Representatives, Junior Lien Secured Parties or the Collateral Agent (excluding any action against one or moreAuthorized Representatives, Junior Lien Secured Parties or the Collateral Agent taken by Holdings, Company, their respective Subsidiariesor their respective Affiliates) or (ii) circumstances that are unrelated to Holdings, the Company, their respective Subsidiaries or theirrespective Affiliates).

“Material Intellectual Property” shall mean any Intellectual Property included in the Collateral that is material to the business ofany Grantor or is otherwise of material value to any Grantor.

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“Organizational Documents” shall mean (i) with respect to any corporation or company, its certificate, memorandum or articles ofincorporation, organization or association, as amended, and its bylaws, as amended, (ii) with respect to any limited partnership, itscertificate or declaration of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any generalpartnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its articles of organization, asamended, and its operating agreement, as amended.

“Patent Licenses” shall mean, to the extent not constituting an Excluded Asset, all license agreements or covenants not to sue withrespect to any Patent (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to belisted in Schedule 5.2(I) under the heading “Patent Licenses” (as such schedule may be amended or supplemented from time to time).

“Patents” shall mean, to the extent not constituting an Excluded Asset, all United States and foreign patents and certificates ofinvention, or industrial property designs, and applications for any of the foregoing, including, without limitation: (i) each patent and patentapplication required to be listed in Schedule 5.2(I) under the heading “Patents” (as such schedule may be amended or supplemented fromtime to time), (ii) all reissues, divisions, continuations, continuations-in-part and extensions thereof, (iii) all patentable inventions describedand claimed therein, (iv) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (v) allProceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suitnow or hereafter due and/or payable with respect thereto, and (vi) all other rights corresponding thereto throughout the world.

“Permitted Liens” means Liens that are permitted under Section 3.6 of the Indenture and the applicable section of each Future JuniorPriority Agreement.

“Pledge Supplement” shall mean any supplement to this Agreement in substantially the form of Exhibit A.

“Pledged Debt” shall mean, to the extent not constituting an Excluded Asset, all indebtedness for borrowed money owed to anyGrantor (other than to Holdings by the Company), whether or not evidenced by any Instrument, issued by the obligors named therein, theinstruments, if any, evidencing any of the foregoing, and all interest, cash, instruments and other property or proceeds from time to timereceived, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

“Pledged Equity Interests” shall mean, to the extent not constituting an Excluded Asset and to the extent owned by any Grantor, allPledged Stock, Pledged LLC Interests, Pledged Partnership Interests and any other participation or interests in any equity or profits of anybusiness entity including, without limitation, any trust and all management rights relating to any entity whose equity interests are includedas Pledged Equity Interests.

“Pledged LLC Interests” shall mean, to the extent not constituting an Excluded Asset, all interests owned by any Grantor in anylimited liability company and each series thereof and the certificates, if any, representing such limited liability company interests and anyinterest owned by any Grantor on the books and records of such limited liability company or on the books and records of any securitiesintermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and otherproperty or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of suchlimited liability company interests and all rights as a member of the related limited liability company.

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“Pledged Partnership Interests” shall mean, to the extent not constituting an Excluded Asset, all interests owned by any Grantor inany general partnership, limited partnership, limited liability partnership or other partnership and the certificates, if any, representing suchpartnership interests and any interest owned by any Grantor on the books and records of such partnership or on the books and records of anysecurities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities andother property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of suchpartnership interests and all rights as a partner of the related partnership.

“Pledged Stock” shall mean, to the extent not constituting an Excluded Asset, all shares of capital stock owned by any Grantor (otherthan shares of capital stock of the Company owned by Holdings), and the certificates, if any, representing such shares and any interest ofsuch Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to suchshares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time totime received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

“Purchase Agreement” shall have the meaning set forth in the recitals.

“Receivables” shall mean, to the extent not constituting an Excluded Asset, all rights of any Grantor to payment, whether or notearned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to berendered, including, without limitation, all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, GeneralIntangible or Investment Related Property.

“Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or otherRecords evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and otherpapers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, recordkeeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of a Grantor orany computer bureau or agent from time to time acting for a Grantor or otherwise, (iii) all evidences of the filing of financing statementsand the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices toother creditors, secured parties or agents thereof, and certificates, acknowledgments, or other writings, including, without limitation, liensearch reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all otherwritten or non-written forms of information related in any way to the foregoing or any Receivable.

“Stockholders’ Equity” shall have the meaning set forth in the Indenture.

“Second Priority Pari Passu Intercreditor Agreement” shall have the meaning set forth in the recitals.

“Synchrony Agreement” shall mean that certain Amended and Restated Consumer Credit Card Program Agreement datedNovember 5, 2009, by and between the Company and Synchrony Bank, as in effect on the date hereof.

“Trademark Licenses” shall mean, to the extent not constituting an Excluded Asset, any and all license agreements or covenants notto sue with respect to any Trademark or permitting co-existence with respect to a Trademark (whether such Grantor is licensee or licensorthereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(I) under the heading “Trademark Licenses”(as such schedule may be amended or supplemented from time to time).

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“Trademarks” shall mean, to the extent not constituting an Excluded Asset, all United States, and foreign trademarks, trade names,trade dress, Internet domain names, service marks, certification marks, logos, and other source identifiers, whether or not registered, andwith respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations andapplications required to be listed in Schedule 5.2(I) under the heading “Trademarks”(as such schedule may be amended or supplementedfrom time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use ofand symbolized by any of the foregoing, (iv) the right to sue or otherwise recover for any past, present and future infringement, dilution orother violation of any of the foregoing, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income,payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rightscorresponding thereto throughout the world.

“Trade Secret Licenses” shall mean, to the extent not constituting an Excluded Asset, any and all license agreements or covenantsnot to sue with respect to any Trade Secret (whether such Grantor is licensee or licensor thereunder) including, without limitation, eachagreement required to be listed in Schedule 5.2(I) under the heading “Trade Secret Licenses” (as such schedule may be amended orsupplemented from time to time).

“Trade Secrets” shall mean, to the extent not constituting an Excluded Asset, all trade secrets and all other confidential or proprietaryinformation and know-how, and with respect to any and all of the foregoing: (i) the right to sue or otherwise recover for any past, presentand future misappropriation or other violation thereof, (ii) all Proceeds of the foregoing, including, without limitation, license fees,royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (iii) allother rights corresponding thereto throughout the world.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of anyother jurisdiction govern the perfection of, priority of, or remedies with respect to any Collateral, the Uniform Commercial Code of suchjurisdiction.

“United States” shall mean the United States of America.

1.2 Definitions; Interpretation.

(a) In this Agreement, the following capitalized terms shall have the meaning given to them in the UCC (and, if defined in morethan one Article of the UCC, shall have the meaning given in Article 9 thereof): Account, Account Debtor, As-Extracted Collateral, Bank,Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Commodity Contract, Commodity Intermediary,Consignee, Consignment, Consignor, Deposit Account, Document, Entitlement Order, Electronic Chattel Paper, Equipment, FarmProducts, Fixtures, General Intangibles, Goods, Health-Care-Insurance Receivable, Instrument, Inventory, Letter of Credit Right,Manufactured Home, Money, Payment Intangible, Proceeds, Record, Securities Account, Securities Intermediary, Security Certificate,Security Entitlement, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.

(b) All other capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shallhave the meanings ascribed thereto in the Second Priority Pari Passu Intercreditor Agreement or, if not defined therein, the Indenture. Theincorporation by reference of terms defined in the Indenture shall survive any termination of the Indenture until this Agreement isterminated as provided in Section 11 hereof. Any of the terms defined herein may, unless

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the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section,Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwisespecifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall notbe construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similaritems or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) isused with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope ofsuch general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. If any conflict orinconsistency exists between this Agreement (other than Section 2 hereof and the definitions for the capitalized terms used therein) and theSecond Priority Pari Passu Intercreditor Agreement, the Second Priority Pari Passu Intercreditor Agreement shall govern. All referencesherein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of theUCC.

SECTION 2. GRANT OF SECURITY.

2.1 Grant of Security. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Junior Lien Secured Parties, asecurity interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property and fixtures ofsuch Grantor including, but not limited to, the following, in each case whether now or hereafter existing or in which any Grantor now has orhereafter acquires an interest and wherever the same may be located (all of which being hereinafter collectively referred to as the“Collateral”):

(a) Accounts;

(b) Chattel Paper;

(c) Documents;

(d) General Intangibles;

(e) Goods (including, without limitation, Inventory and Equipment);

(f) Instruments;

(g) Insurance;

(h) Intellectual Property;

(i) Investment Related Property and Investment Accounts;

(j) Letter of Credit Rights;

(k) Money;

(l) Receivables and Receivables Records;

(m) Commercial Tort Claims now or hereafter described on Schedule 5.2;

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(n) to the extent not otherwise included above, all other personal property of any kind and all Collateral Records, CollateralSupport and Supporting Obligations relating to any of the foregoing; and

(o) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of theforegoing.

2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or thesecurity interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party(other than contracts between or among Holdings and its subsidiaries), and any of its rights or interest thereunder, if and to the extent that asecurity interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor or any asset or property of anyGrantor (with no requirement to obtain the consent of any Governmental Authority, including without limitation, no requirement to complywith the Federal Assignment of Claims Act or any similar statute), or (ii) a term, provision or condition of any such lease, license, contractor agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation ofthe security interest hereunder pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) ofany relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided however that theCollateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall nolonger be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement notsubject to the prohibitions specified in (i) or (ii) above; provided further that the exclusions referred to in clause (a) of this Section 2.2 shallnot include any Proceeds of any such lease, license, contract or agreement unless such Proceeds also constitute Excluded Assets; (b) anyassets the pledge of or granting a security interest in which would (i) violate any law, rule or regulation applicable to such Grantor (with norequirement to obtain the consent of any Governmental Authority) or (ii) require a consent, approval, or other authorization of a landlord orother third party, in the case of this subclause (ii) only, if such consent, approval or other authorization cannot be obtained after the use ofcommercially reasonable efforts by the Grantors (provided that there shall be no requirement to obtain the consent of any GovernmentalAuthority); (c) Margin Stock and Equity Interests owned by any Grantor in any Person other than wholly-owned Subsidiaries to the extentnot permitted by the terms of such Person’s Organizational Documents or the terms governing any joint ventures to which such Grantor is aparty; (d) any assets of any Grantor to the extent a security interest in such assets could result in material adverse tax consequences to suchGrantor (other than payment of mortgage tax, transfer tax or similar taxes related to real property collateral); (e) the Equity Interests in (andassets of) captive insurance companies, in each case owned by any Grantor; (f) any assets subject to a Lien securing Indebtedness to financethe acquisition, construction or improvement of such assets, including capital lease obligations and any Indebtedness assumed in connectionwith the acquisition of such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals,refinancings and replacements of any such Indebtedness, in each case to the extent such Lien and such Indebtedness are permitted under theJunior Priority Documents and to the extent a security interest in favor of the Collateral Agent on such assets is prohibited by thedocumentation governing such Indebtedness; (g) any of the outstanding Equity Interests of a Controlled Foreign Corporation in excess of65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; (h) any “intent-to-use”application for registration of a trademark or service mark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to thefiling of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of theLanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a securityinterest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application underapplicable federal law; (i) any interest of a Grantor in any “Bank Property” (as defined in the Synchrony

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Agreement); (j) any Equity Interests of the Company owned or held by Holdings or instruments evidencing Indebtedness made by theCompany in favor of or held by Holdings; (k) (i) aircraft, aircraft engines and parts, (ii) all appurtenances, accessions, appliances,instruments, avionics, accessories or other parts related to aircraft, aircraft engines and parts and (iii) all log books, records and documentsmaintained with respect to the property described in subclauses (i) and (ii) above; (l) (x) rolling stock and (y) motor vehicles and otherassets subject to certificates of title to the extent a Lien therein cannot be perfected by the filing of a UCC financing statement (oranalogous procedures under applicable law in the relevant jurisdiction); (m) any Deposit Accounts specifically and exclusively used (1) forpayroll, payroll taxes, workers’ compensation or unemployment compensation, pension benefits and other similar expenses to or for thebenefit of any Grantor’s employees and accrued and unpaid employee compensation (including salaries, wages, benefits and expensereimbursements), (2) as zero balance deposit accounts, (3) for trust or fiduciary purposes in the ordinary course of business and (4) for alltaxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s sharethereof), taxes owing to any governmental unit thereof, sales, use and excise taxes, customs duties, import duties and independent customsbrokers’ charges) for which any Grantor may become liable; or (n) any tangible personal property owned by the Company constituting apart of any store, warehouse or distribution center located within one of the 50 states of the United States or the District of Columbia(exclusive of motor vehicles, mobile materials handling equipment and other rolling stock, cash registers and other point of sale recordingdevices and related equipment, and data processing and other office equipment), if the net book value of such tangible personal propertyand the real property (including leasehold improvements) constituting a part of such store, warehouse or distribution center exceeds 0.25%of Stockholders’ Equity (as determined in accordance with the 1994 Indenture).

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

3.1 Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt and complete paymentor performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise(including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of theBankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Junior Priority Secured Obligations.

3.2 Continuing Liability Under Collateral. Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable forall obligations under the Collateral to the same extent as if this Agreement had not been executed and nothing contained herein is intendedor shall be a delegation of duties to the Collateral Agent or any other Junior Lien Secured Party, (ii) each Grantor shall remain liable undereach of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests orPledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms andprovisions thereof to the same extent as if this Agreement had not been executed and neither the Collateral Agent nor any Junior LienSecured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any otherdocument related thereto nor shall the Collateral Agent nor any Junior Lien Secured Party have any obligation to make any inquiry as to thenature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under anyagreement included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or PledgedLLC Interests, and (iii) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its dutiesor obligations under the contracts and agreements included in the Collateral.

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SECTION 4. CERTAIN PERFECTION REQUIREMENTS

4.1 Delivery Requirements.

(a) Subject to Sections 4.5 and 6.4(b), with respect to any Certificated Securities included in the Collateral, each Grantor shalldeliver to the Collateral Agent the Security Certificates evidencing such Certificated Securities duly indorsed by an effective indorsement(within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsedby such an effective endorsement, in each case, to the Collateral Agent or in blank. In addition, each Grantor shall cause any certificatesevidencing any Pledged Equity Interests, including, without limitation, any Pledged Partnership Interests or Pledged LLC Interests, to besimilarly delivered to the Collateral Agent regardless of whether such Pledged Equity Interests constitute Certificated Securities.

(b) Subject to Sections 4.5 and 6.4(b), with respect to any Instruments or Tangible Chattel Paper included in the Collateral, eachGrantor shall deliver all such Instruments or Tangible Chattel Paper to the Collateral Agent duly indorsed in blank; provided, however, thatsuch delivery requirement shall not apply to any Instruments or Tangible Chattel Paper having a face amount of less than $5,000,000individually or $15,000,000 in the aggregate.

4.2 No Control Agreements Required. Notwithstanding anything to the contrary in this Agreement, none of the Grantors shall berequired to enter into any control agreements or control, lockbox or similar arrangements (or any amendments to any such existing controlagreements or control, lockbox or similar arrangements) with respect to any Deposit Account or Securities Account included in theCollateral (regardless of whether any such Deposit Account or Securities Account constitutes ABL Priority Collateral).

4.3 Intellectual Property Recording Requirements.

(a) Subject to Sections 4.5 and 6.4(b)(iv), in the case of any Collateral (whether now owned or hereafter acquired) consisting ofissued U.S. Patents and applications therefor, each Grantor shall execute and deliver to the Collateral Agent a Patent Security Agreement insubstantially the form of Exhibit C hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with theU.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent and arrange for filing such agreement with theUnited States Patent and Trademark Office.

(b) Subject to Sections 4.5 and 6.4(b)(iv), in the case of any Collateral (whether now owned or hereafter acquired) consisting ofregistered U.S. Trademarks and applications therefor, each Grantor shall execute and deliver to the Collateral Agent a Trademark SecurityAgreement in substantially the form of Exhibit B hereto (or a supplement thereto) covering all such Trademarks in appropriate form forrecordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent and arrange for filingsuch agreement with the United States Patent and Trademark Office.

(c) Subject to Sections 4.5 and 6.4(b)(iv), in the case of any Collateral (whether now owned or hereafter acquired) consisting ofregistered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licenseeand which are included in the Material Intellectual Property, each Grantor shall execute and deliver to the Collateral Agent a CopyrightSecurity Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such Copyrights and CopyrightLicenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent andarrange for filing such agreement with the United States Copyright Office.

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4.4 Other Actions. Subject to Sections 4.5 and 6.4(b), with respect to any Pledged Partnership Interests and Pledged LLC Interestsincluded in the Collateral, if the Grantors own less than 100% of the equity interests in any issuer of such Pledged Partnership Interests orPledged LLC Interests, upon the request of the Collateral Agent or the Applicable Authorized Representative, Grantors shall use theircommercially reasonable efforts to obtain the consent of each other holder of partnership interest or limited liability company interests insuch issuer to the security interest of the Collateral Agent hereunder and following an Event of Default and the exercise of remedies by theCollateral Agent in respect thereof, the transfer of such Pledged Partnership Interests and Pledged LLC Interests to the Collateral Agent orits designee, and to the substitution of the Collateral Agent or its designee as a partner or member with all the rights and powers relatedthereto. Each Grantor consents to the grant by each other Grantor of a Lien in all of its Investment Related Property to the Collateral Agentand without limiting the generality of the foregoing consents to the transfer of any Pledged Partnership Interest and any Pledged LLCInterest to the Collateral Agent or its designee following an Event of Default and the exercise of remedies by the Collateral Agent in respectthereof and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liabilitycompany with all the rights and powers related thereto.

4.5 Timing and Notice. With respect to any Collateral in existence on the Effective Date in which a security interest in favor of theCollateral Agent, for the benefit of the Junior Lien Secured Parties, is not perfected or delivered on the Effective Date (to the extentperfection or delivery is required under this Agreement) after the Grantors’ use of commercially reasonable efforts to do so, the Grantorsshall comply with the requirements of Section 4 within thirty (30) days of the Effective Date (unless such date is extended with the consentof the Applicable Authorized Representative), and with respect to any Collateral hereafter owned or acquired by any Grantor, such Grantorshall comply with such requirements within forty-five (45) days of such Grantor acquiring rights therein (unless such date is extended withthe consent of the Applicable Authorized Representative). Each year, at the time of delivery of annual financial statements with respect tothe preceding Fiscal Year pursuant to Section 3.10(a) of the Indenture or the corresponding provisions of any Future Junior PriorityAgreement, each Grantor shall inform the Collateral Agent and the Applicable Authorized Representative of its acquisition of anyCollateral for which any action is required by Section 4 hereof (including, for the avoidance of doubt, the filing of any applications for, orthe issuance or registration of, any U.S. Patents, Copyrights or Trademarks).

SECTION 5. REPRESENTATIONS AND WARRANTIES.

Each Grantor hereby represents and warrants, on the Effective Date, that:

5.1 [Reserved.]

5.2 Collateral Identification, Special Collateral. No material portion of the Collateral constitutes, or is the Proceeds of, (1) FarmProducts, (2) As-Extracted Collateral, (3) Manufactured Homes, (4) Health-Care-Insurance Receivables, (5) timber to be cut, or(6) satellites, ships or railroad rolling stock.

5.3 Ownership of Collateral and Absence of Other Liens.

(a) It has good and valid rights in and title to the Collateral in which it has purported to grant a security interest in favor of theCollateral Agent, for the benefit of the Junior Lien Secured Parties, subject to Permitted Liens, and has full power and authority to grant tothe Collateral Agent such security interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations inaccordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval thathas been obtained;

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(b) the Collateral is owned by the Grantors free and clear of any Lien, other than Permitted Liens. None of the Grantors hasfiled or consented to the filing of (i) any financing statement or analogous document under the UCC or any other applicable laws coveringany Collateral except any such filings made pursuant to any documentation governing Permitted Liens, or (ii) any assignment in which anyGrantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental,municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still ineffect, except, in each case, in respect of Permitted Liens; and

(c) other than (i) the Collateral Agent, (ii) the ABL Agent to the extent permitted under the ABL Intercreditor Agreement,(iii) the First Lien Representative to the extent permitted under the First/Second Priority Intercreditor Agreement, (iv) any control in favorof a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account or Commodity Contractor (v) any other holder of a Permitted Lien, no Person other than a Grantor is in Control of any Collateral.

5.4 Status of Security Interest.

(a) The Collateral Questionnaire delivered on the Effective Date has been duly prepared, completed and executed and theinformation set forth therein, including the exact legal name of each Grantor, is correct and complete as of the Effective Date. Subject toSection 4.5, the UCC financing statements or other appropriate filings, recordings or registrations containing a description of the Collateralthat have been prepared based upon the information specified in the Collateral Questionnaire for filing in each governmental, municipal orother office set forth opposite such Grantor’s name (i) on the Collateral Questionnaire or (ii) as specified by notice from the Company tothe Applicable Authorized Representative and the Collateral Agent, as applicable, after the Effective Date in the case of filings, recordingsor registrations required by Sections 6.1, 7.1 or 7.2, are all the filings, recordings and registrations that are necessary to establish legal,valid and perfected security interests in favor of the Collateral Agent, for the benefit of the Junior Lien Secured Parties, having priority overall other Liens except for any Permitted Liens with respect to all Collateral in which such security interest may be perfected by filing,recording or registration in the United States (or any political subdivision thereof) and, except in respect of certain after-acquired Collateral,no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except asprovided under applicable law with respect to the filing of continuation statements;

(b) the security interests granted hereunder in favor of the Collateral Agent, for the benefit of the Junior Lien Secured Parties,constitute (i) legal and valid security interests in all the Collateral securing the payment and performance of the Junior Priority SecuredObligations and (ii) subject to the filings described in Section 5.4(a) and to Section 4.5, a perfected security interest in all Collateral inwhich a security interest may be perfected by filing, recording or registering a financing statement or other instrument in the central filingoffice of any state of the United States (or any political subdivision thereof), with the United States Patent and Trademark Office or withthe United States Copyright Office, in each case pursuant to the UCC or other applicable law in the United States (or any politicalsubdivision thereof); provided that additional actions may be required in respect of certain after-acquired Collateral. The security interestgranted hereunder in favor of the Collateral Agent, for the benefit of the Junior Lien Secured Parties, has priority over all other Liensexcept for any Permitted Liens;

(c) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation ofthe security interests granted hereunder in U.S. Patents, Trademarks and Copyrights and exclusive Copyright Licenses (in respect ofregistered U.S. Copyrights

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for which any Grantor is the licensee and which are included within the Material Intellectual Property) in the United States Patent andTrademark Office and the United States Copyright Office, the security interests granted to the Collateral Agent hereunder over suchIntellectual Property shall constitute valid, perfected Liens having priority over all other Liens except for Permitted Liens;

(d) no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority isrequired for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder or(ii) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunderor created or provided for by applicable law), except (A) such as have been obtained or made and are in full force and effect, (B) the filingscontemplated by clause (a) above and (C) as may be required, in connection with the disposition of any Investment Related Property, bylaws generally affecting the offering and sale of securities;

(e) each Grantor is in compliance with its obligations under Section 4 hereof; and

(f) notwithstanding the foregoing, the representations and warranties set forth in this Section 5.4 as to perfection and priority ofthe security interests granted hereunder to the Collateral Agent, for the benefit of the Junior Lien Secured Parties, in Proceeds are limited tothe extent provided in Section 9-315 of the Uniform Commercial Code.

5.5 Goods. Other than any Inventory or Equipment in transit, being repaired, or having a value of less than $200,000.00 in theaggregate, all of the Equipment and Inventory included in the Collateral is located only at the locations specified in Schedule 5.5.

5.6 Pledged Equity Interests, Investment Related Property.

(a) It is the record and beneficial owner of the Pledged Equity Interests free of all Liens of other Persons other than PermittedLiens, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreementsoutstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests; and

(b) no consent of any Person including any other general or limited partner, any other member of a limited liability company,any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or second priority status of thesecurity interest of the Collateral Agent in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other rightsprovided for in this Agreement or the exercise of remedies in respect thereof except such as have been obtained, in each case, subject to theFirst/Second Priority Intercreditor Agreement.

5.7 Intellectual Property. Except as could not reasonably be expected to have a Material Adverse Effect:

(a) it is the sole and exclusive owner of the entire right, title, and interest in and to all Intellectual Property listed on Schedule5.2(I), and, to such Grantor’s knowledge, owns or has the valid right to use all other Intellectual Property used in or necessary to conduct itsbusiness, free and clear of all Liens, claims and licenses, except for Permitted Liens and the licenses set forth on Schedule 5.2(I);

(b) all applications and registrations for Material Intellectual Property of such Grantor are subsisting, in full force and effect, andhave not been adjudged invalid or unenforceable and such Grantor has performed all acts and has paid all renewal, maintenance, and otherfees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks of such Grantorconstituting Material Intellectual Property in full force and effect;

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(c) no holding, decision, ruling, or judgment has been rendered in any action or proceeding before any court or administrativeauthority prohibiting such Grantor’s right to register, own or use any Material Intellectual Property of such Grantor, and no action orproceeding challenging the validity or enforceability of, or such Grantor’s right to register, own, or use, any Material Intellectual Propertyof such Grantor is pending or, to such Grantor’s knowledge, threatened;

(d) all registrations and applications for Copyrights, Patents and Trademarks of such Grantor are standing in the name of suchGrantor, and none of the Trademarks, Patents, Copyrights or Trade Secrets owned by such Grantor has been licensed by such Grantor toany Affiliate or third party, except as disclosed in Schedule 5.2(I) and pursuant to other licenses that are not material to the business of anyGrantor and are not otherwise of material value to any Grantor;

(e) such Grantor has not made a commitment constituting a present or future sale or transfer or similar arrangement of anyMaterial Intellectual Property that has not been terminated or released;

(f) [reserved];

(g) such Grantor uses consistent standards of quality in the manufacture, distribution and sale of products sold and in theprovision of services rendered under or in connection with all Trademarks included in the Collateral;

(h) to such Grantor’s knowledge, the conduct of such Grantor’s business does not infringe, misappropriate, dilute or otherwiseviolate any intellectual property rights of any other Person, and no claim has been made in writing, in the past three (3) years (or earlier, ifpresently unresolved), that the use of any Material Intellectual Property owned or used by such Grantor (or any of its respective licensees)infringes, misappropriates, dilutes or otherwise violates the asserted rights of any other Person; and

(i) to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any rights in anyMaterial Intellectual Property owned, licensed or used by such Grantor.

SECTION 6. COVENANTS AND AGREEMENTS.

Each Grantor hereby covenants and agrees that:

6.1 Grantor Information and Status. The Grantors will furnish to the Collateral Agent and the Applicable AuthorizedRepresentative prompt written notice of any change (i) in the legal name of any Grantor, (ii) in the identity or type of organization orcorporate structure of any Grantor or (iii) in the jurisdiction of organization of any Grantor. Each Grantor agrees not to effect or permit anychange referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order forCollateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Inconnection with any such notice, upon the reasonable request by the Collateral Agent or the Applicable Authorized Representative, theGrantors shall execute and deliver to the Collateral Agent a completed Pledge Supplement together with all Supplements to Schedulesthereto.

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6.2 Commercial Tort Claims. In the event that it hereafter acquires or has any Commercial Tort Claim having a value reasonablybelieved by such Grantor to be in excess of $5,000,000 individually or $15,000,000 in the aggregate for which a complaint in a court ofcompetent jurisdiction has been filed, it shall deliver to the Collateral Agent and the Applicable Authorized Representative a completedPledge Supplement together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

6.3 Ownership of Collateral and Absence of Other Liens.

(a) Except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respectto any of the Collateral, other than Permitted Liens, and such Grantor shall, at its own expense, take any and all commercially reasonableactions to defend title to the Collateral against all Persons and to defend the security interests granted hereunder in favor of the CollateralAgent, for the benefit of the Junior Lien Secured Parties, in the Collateral and the priority thereof against any Lien other than PermittedLiens; and

(b) at such time or times as the Collateral Agent or the Applicable Authorized Representative may reasonably request, promptlyto prepare and deliver to the Applicable Authorized Representative and the Collateral Agent a duly certified schedule or schedules in formand detail reasonably satisfactory to the Collateral Agent and/or the Applicable Authorized Representative showing the identity, amountand location of any and all Equipment and Inventory constituting Collateral; provided that, unless an Event of Default shall have occurredand be continuing, such schedules shall only be delivered, to the extent reasonably requested by the Collateral Agent or the ApplicableAuthorized Representative, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant toSection 3.10(a) of the Indenture or the corresponding provisions of any Future Junior Priority Agreement.

6.4 Status of Security Interest.

(a) Subject to the limitations set forth in subsection (b) of this Section 6.4, each Grantor shall maintain the security interest of theCollateral Agent hereunder in all Collateral as valid, perfected Liens having priority over all other Liens except for Permitted Liens.

(b) Notwithstanding anything to the contrary herein, no Grantor shall be required to take any action to perfect the securityinterests granted hereunder on (i) any Collateral that can only be perfected by (A) Control (other than to the extent required by Section 4.1),(B) foreign filings with respect to Intellectual Property, or (C) filings with registrars of motor vehicles or similar governmental authoritieswith respect to goods covered by a certificate of title, in each case except as and to the extent specified in Section 4 hereof, (ii) any assets ofany Grantor located outside the United States or assets of any Grantor that require action under the laws of any jurisdiction other than theUnited States or any state or county thereof to perfect a security interest in such assets, including any Intellectual Property registered in anyjurisdiction other than the United States, (iii) Letter of Credit Rights (other than Supporting Obligations) and (iv) any assets of any Grantorin which the cost of perfecting a security interest therein exceeds the practical benefit to the Junior Lien Secured Parties afforded thereby(as reasonably determined by the Company and the Applicable Authorized Representative).

6.5 Goods and Receivables.

(a) It shall not deliver any negotiable Document evidencing any Equipment to any Person other than the issuer of suchnegotiable Document to claim the Goods evidenced therefor or the Collateral Agent;

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(b) it shall maintain, at its own cost and expense, such complete and accurate records with respect to all Receivables as is inaccordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor isengaged, but in any event to include accounting records indicating all payments and proceeds received with respect to the Receivables; and

(c) upon the occurrence and during the continuance of any Event of Default, each of the Grantors will collect and enforce, inaccordance with past practices and in the ordinary course of business, all amounts due to such Grantor under the Receivables owned by it.Such Grantor will deliver to the Collateral Agent promptly upon its reasonable request or the reasonable request of the ApplicableAuthorized Representative after the occurrence and during the continuance of an Event of Default duplicate invoices with respect to eachReceivable owned by it, bearing such language of assignment as the Collateral Agent and/or the Applicable Authorized Representativeshall reasonably specify in connection with its exercise of remedies hereunder.

6.6 Pledged Equity Interests, Investment Related Property.

(a) Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on anyPledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer ofany Pledged Equity Interest or Investment Related Property, then (a) such dividends, interest or distributions and securities or otherproperty shall be included in the definition of Collateral without further action and (b) such Grantor shall promptly take all steps, if any,necessary to ensure the validity, perfection, priority and, if applicable, control (subject to Section 4.2) of the Collateral Agent over suchInvestment Related Property (including, without limitation, delivery thereof to the Collateral Agent to the extent certificated and to theextent that a security interest therein may be perfected by possession) and pending any such action such Grantor shall be deemed to holdsuch dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate suchdividends, distributions, securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as noEvent of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all dividends anddistributions and all payments of interest;

(b) Voting.

(i) So long as no Event of Default shall have occurred and be continuing, except as otherwise provided under the covenants andagreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Junior Priority Documents, eachGrantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to theInvestment Related Property or any part thereof; and

(ii) Subject to the First/Second Priority Intercreditor Agreement, upon the occurrence and during the continuation of an Event ofDefault and upon two (2) Business Days’ prior written notice from the Collateral Agent to such Grantor of the Collateral Agent’sintention to exercise such rights:

(1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it wouldotherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the CollateralAgent who shall thereupon have the sole right to exercise such voting and other consensual rights; and

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(2) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled toexercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder:(x) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies,dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (y) eachGrantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 8.1.

6.7 Intellectual Property.

(a) It shall not do any act or omit to do any act whereby any of the Material Intellectual Property may lapse, or becomeabandoned or cancelled, or dedicated to the public, in each case, except as shall be consistent with commercially reasonable businessjudgment and except as could not reasonably be expected to result in a Material Adverse Effect;

(b) it shall not, with respect to any Trademarks constituting Material Intellectual Property, fail to maintain the level of thequality of products sold and services rendered under any such Trademark at a level at least substantially consistent with the quality of suchproducts and services as of the date hereof, and such Grantor shall adequately control the quality of goods and services offered by anylicensee of its Trademarks to maintain such standards, in each case except as could not reasonably be expected to have a Material AdverseEffect; and

(c) it shall promptly notify the Collateral Agent and the Applicable Authorized Representative if it knows or becomes aware thatany item of Material Intellectual Property may become subject to any judicial or administrative adverse determination regarding suchGrantor’s right to own, register or use or the validity or enforceability of such item of Intellectual Property (including the institution of anyaction or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreigncounterpart of the foregoing, or any court), in each case except as could not reasonably be expected to have a Material Adverse Effect.

6.8 Insurance. Within 30 days after the Effective Date (or as soon as practicable thereafter using commercially reasonable efforts),the Company shall deliver to the Initial Purchasers (as defined in the Purchase Agreement), the Trustee and the Collateral Agent certificateswith respect to the policies of insurance maintained by the Grantors with respect to any Collateral, which certificates shall reflect theCollateral Agent, for the benefit of the Junior Lien Secured Parties, as additional insured or loss payee, as applicable. Unless an Event ofDefault shall have occurred and be continuing, (x) the Collateral Agent shall turn over to the applicable Grantor any amounts received by itas loss payee under any such policies and (y) the Grantors shall have the sole right to make, settle and adjust claims in respect of suchinsurance. The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to theCollateral in accordance with the requirements set forth in the first sentence of this Section 6.8 and the requirements of any other JuniorPriority Documents. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurancerequired hereby or to pay any premium in whole or part relating thereto, the Collateral Agent may (but shall not be obligated to), withoutwaiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintainsuch policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent reasonably deemsadvisable or as directed by the Applicable Authorized Representative (acting in its reasonable discretion). All sums disbursed by theCollateral Agent in connection with this Section 6.8, including reasonable attorneys’ fees, court costs, expenses and other charges relatingthereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Junior Priority Secured Obligationssecured hereby.

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SECTION 7. FURTHER ASSURANCES; ADDITIONAL GRANTORS.

7.1 Further Assurances.

(a) Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver allfurther instruments and documents, and take all further action, that may be necessary under applicable law, or that the Collateral Agent orthe Applicable Authorized Representative may reasonably request, in order to create and/or maintain the validity, perfection or priority ofand protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rightsand remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:

(i) file such financing or continuation statements, or amendments thereto, record security interests in Intellectual Property (otherthan any Intellectual Property in a foreign jurisdiction) and execute and deliver such other agreements, instruments, endorsements,powers of attorney or notices, as may be necessary, or as the Collateral Agent or the Applicable Authorized Representative mayreasonably request, in order to effect, reflect, perfect and preserve the security interests granted or purported to be granted hereby;

(ii) take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunderin any U.S. Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, and thevarious Secretaries of State, if applicable;

(iii) at any time following the occurrence and during the continuance of an Event of Default, upon request by the Collateral Agentor the Applicable Authorized Representative, assemble the Collateral and allow inspection of the Collateral by the Collateral Agent andthe Applicable Authorized Representative, or persons designated by the Collateral Agent or the Applicable Authorized Representative;provided that no Grantor shall be required to permit the inspection of any document, information or other matter (x) in respect of whichdisclosure to the Applicable Authorized Representative, the Collateral Agent or any Junior Lien Secured Party (or their respectiverepresentatives or contractors) is prohibited by law or any bona fide binding agreement or (y) is subject to attorney-client or similarprivilege or constitutes attorney work product; provided that each Grantor will make available redacted versions of requesteddocuments or, if unable to do so consistent with the preservation of such privilege, endeavor in good faith otherwise to discloseinformation responsive to the requests of Collateral Agent or the Applicable Authorized Representative in a manner that will protectsuch privilege;

(iv) at the Collateral Agent’s or the Applicable Authorized Representative’s request, appear in and defend any action orproceeding that may affect such Grantor’s title to or the Collateral Agent’s security interest in all or any part of the Collateral; and

(v) furnish the Collateral Agent and the Applicable Authorized Representative with such information regarding the Collateral,including, without limitation, the location thereof, as the Collateral Agent or the Applicable Authorized Representative may reasonablyrequest from time to time.

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(b) Without limiting the effect of Section 7.1(a)(i), each Grantor hereby authorizes the Collateral Agent to file a Record orRecords, including, without limitation, financing or continuation statements, Intellectual Property Security Agreements and amendmentsand supplements to any of the foregoing, in any jurisdictions and with any filing offices as the Collateral Agent or the ApplicableAuthorized Representative may determine, in its sole discretion, are necessary or advisable to perfect or otherwise protect the securityinterest granted to the Collateral Agent herein; provided that the Grantors shall not have any obligation to perfect any security interest orlien, or record any notice thereof, in any Intellectual Property in any jurisdiction other than the U.S. Such financing statements maydescribe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes suchproperty in any other manner as the Collateral Agent or the Applicable Authorized Representative may determine, in its sole discretion, isnecessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein,including, without limitation, describing such property as “all assets, whether now owned or hereafter acquired, developed or created” orwords of similar effect.

7.2 Additional Grantors. From time to time subsequent to the date hereof, and to the extent required or permitted pursuant to theterms of the Indenture and any Future Junior Priority Agreement, additional Persons may become parties hereto as additional Grantors(each, an “Additional Grantor”) by executing a Pledge Supplement. Upon delivery of any such Pledge Supplement to the CollateralAgent, notice of which is hereby waived by the Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto asif such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall notbe affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of the Collateral Agent not to causeany Subsidiary of the Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor thatis or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

8.1 Power of Attorney. Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with aninterest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, theCollateral Agent or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument thatthe Collateral Agent or the Applicable Authorized Representative may deem reasonably necessary to accomplish the purposes of thisAgreement, including, without limitation, the following:

(a) upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to bemaintained by such Grantor or paid to the Collateral Agent pursuant to the Junior Priority Documents;

(b) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover,compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or otherinstruments, documents and chattel paper in connection with clause (b) above;

(d) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute anyproceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce therights of the Collateral Agent with respect to any of the Collateral;

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(e) to prepare and file any UCC financing statements against such Grantor as debtor;

(f) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and securityinterest granted herein in any Intellectual Property in the name of such Grantor as debtor; provided that the Grantors shall not have anyobligation to perfect any security interest or lien, or record any notice thereof, in any Intellectual Property in any jurisdiction other than theU.S.;

(g) upon the occurrence and during the continuance of any Event of Default, to take or cause to be taken all actions necessary toperform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay ordischarge past due taxes, assessments, charges, fees, expenses, Liens, security interests or other encumbrances at any time levied or placedon the Collateral that are not Permitted Liens, and may pay for the maintenance and preservation of the Collateral to the extent any Grantorfails to do so as required by the Indenture, any Future Junior Priority Agreement or this Agreement, and each Grantor jointly and severallyagrees to reimburse the Collateral Agent on demand for any payment reasonably made or any expense reasonably incurred by the CollateralAgent pursuant to the foregoing authorization; provided that nothing in this paragraph (g) shall be interpreted as excusing any Grantor fromthe performance of, or imposing any obligation on the Collateral Agent or any Junior Lien Secured Party to cure or perform, any covenantsor other promises of any Grantor with respect to taxes, assessments, charges, fees, expenses, Liens, security interests or other encumbrancesand maintenance as set forth herein or in the other Junior Priority Documents. The Collateral Agent will give notice to the Company of anyexercise of the Collateral Agent’s rights or powers pursuant to this paragraph (g); provided that any failure to give or delay in giving suchnotice shall not operate as a waiver of, or preclude any other or further exercise of, such rights or powers or the exercise of any other rightor power pursuant to this Agreement; and

(h) upon the occurrence and during the continuance of any Event of Default, generally to sell, transfer, lease, license, pledge,make any agreement with respect to or otherwise deal, subject, in each case, to the terms of any applicable agreements, with any of theCollateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at theCollateral Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that the Collateral Agent deemsreasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order to effectthe intent of this Agreement, all as fully and effectively as such Grantor might do.

8.2 No Duty on the Part of Collateral Agent or Secured Parties. The powers conferred on the Collateral Agent hereunder aresolely to protect the interests of the Junior Lien Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent orany other Junior Lien Secured Party to exercise any such powers. The Collateral Agent and the other Junior Lien Secured Parties shall beaccountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers,directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own grossnegligence or willful misconduct. Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observedand performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditionsthereof, to the same extent as if the security interests granted hereunder had not been granted to the Collateral Agent in the Collateral.

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8.3 Appointment Pursuant to the Second Priority Pari Passu Intercreditor Agreement. The Collateral Agent has been appointedas collateral agent pursuant to the Second Priority Pari Passu Intercreditor Agreement. The rights, duties, privileges, immunities andindemnities of the Collateral Agent hereunder are subject to the provisions of the Second Priority Pari Passu Intercreditor Agreement.

8.4 Determinations by the Collateral Agent and Applicable Authorized Representative. Wherever in this Agreement theCollateral Agent is to make any determination or take any discretionary action, the Collateral Agent shall do so in accordance with theterms of the Second Priority Pari Passu Intercreditor Agreement. When, under the terms of the Second Priority Pari Passu IntercreditorAgreement, the Trustee is the Applicable Authorized Representative and under the terms of this Agreement, the Applicable AuthorizedRepresentative is to make any determination, take any discretionary action or direct the Collateral Agent, the Trustee shall make suchdeterminations, take such actions or give such instructions all in accordance with the terms of the Indenture.

SECTION 9. REMEDIES.

9.1 Generally.

(a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may (but shall not be obligated to)exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or inequity, all the rights and remedies of the Collateral Agent on default under the UCC (whether or not the UCC applies to the affectedCollateral) to collect, enforce or satisfy any Junior Priority Secured Obligations then owing, whether by acceleration or otherwise, and alsomay pursue any of the following separately, successively or simultaneously:

(i) require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the CollateralAgent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agentat a place to be designated by the Collateral Agent that is reasonably convenient to both parties; provided that no Grantor shall berequired to permit the inspection of any document or information (x) in respect of which disclosure to the Applicable AuthorizedRepresentative, the Collateral Agent or any Junior Lien Secured Party (or their respective representatives or contractors) is prohibitedby law or any bona fide binding agreement or (y) is subject to attorney-client or similar privilege or constitutes attorney work product;provided that each Grantor will make available redacted versions of requested documents or, if unable to do so consistent with thepreservation of such privilege, endeavor in good faith otherwise to disclose information responsive to the requests of Collateral Agentin a manner that will protect such privilege;

(ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

(iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateralfor disposition in any manner to the extent the Collateral Agent reasonably deems appropriate; and

(iv) without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis)or otherwise dispose, subject, in each case, to the terms of any applicable agreements, of the Collateral or any part thereof in one ormore parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, atsuch time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable.

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(b) The Collateral Agent or any other Junior Lien Secured Party may be the purchaser of any or all of the Collateral at anypublic or private (to the extent the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized marketor the subject of widely distributed standard price quotations) sale in accordance with the UCC and the Collateral Agent, as collateral agentfor and representative of the Junior Lien Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment ofthe purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any ofthe Junior Priority Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent atsuch sale. For the avoidance of doubt, each of the Grantors and each of the Junior Lien Secured Parties, by their acceptance of the benefitsof this Agreement, agree, to the fullest extent permitted by applicable law, that the Collateral Agent shall have the right to “credit bid” anyor all of the Junior Priority Secured Obligations in connection with any sale or foreclosure proceeding in respect of the Collateral,including, without limitation, sales occurring pursuant to Section 363 of the Bankruptcy Code or included as part of any plan subject toconfirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code. Each purchaser at any such sale shall hold the property soldabsolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicablelaw) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statutenow existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitutereasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having beengiven. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor,and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it wouldnot be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites thatroutinely provide for the auction of assets of the types included in the Collateral or that match buyers and sellers of assets. Each Grantorhereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have beensold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts thefirst offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of theCollateral are insufficient to pay all the Junior Priority Secured Obligations, Grantors shall be liable for the deficiency and the reasonablefees of any attorneys employed by the Collateral Agent to collect such deficiency. Each Grantor further agrees that a breach of any of thecovenants contained in this Section will cause irreparable injury to the Collateral Agent, that the Collateral Agent has no adequate remedyat law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specificallyenforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specificperformance of such covenants except for a defense that no default has occurred giving rise to the Junior Priority Secured Obligationsbecoming due and payable prior to their stated maturities. Nothing in this Section shall in any way limit the rights of the Collateral Agenthereunder.

(c) The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent mayspecifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercialreasonableness of any sale of the Collateral.

(d) The Collateral Agent shall have no obligation to marshal any of the Collateral.

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9.2 Application of Proceeds. Subject to the ABL Intercreditor Agreement and the First/Second Priority Intercreditor Agreement, allproceeds of Collateral shall be applied by the Collateral Agent in the order of priority set forth in Section 2.01 of the Second Priority PariPassu Intercreditor Agreement.

9.3 Sales on Credit. If the Collateral Agent sells any of the Collateral upon credit, a Grantor will be credited only with paymentsactually made by purchaser and received by the Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaserfails to pay for the Collateral, the Collateral Agent may resell the Collateral and a Grantor shall be credited with proceeds of the sale.

9.4 Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act andapplicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment RelatedProperty conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or suchstate securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for theirown account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private salemay be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a publicoffering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agreesthat any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall haveno obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of timenecessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or underapplicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise itsright to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of anyPledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agentall such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or otherinstruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under theSecurities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time ineffect.

9.5 Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent, during the continuance of an Event ofDefault, to exercise rights and remedies under Section 9 hereof at such time as the Collateral Agent shall be lawfully entitled to exercisesuch rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent assignable, anon-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of trademarksand service marks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of suchtrademarks and service marks, to use, license or sublicense, to the extent permitted under the licenses granting such Grantor rights therein,any intellectual property now owned or licensed or hereafter acquired, developed or created by such Grantor, wherever the same may belocated; provided that (i) such license shall be subject to the rights of any licensee under any exclusive license granted prior to such Event ofDefault, to the extent such license is a Permitted Lien, and (ii) to the extent the foregoing license is a sublicense of such Grantor’s rights aslicensee under any third party license, the license to the Collateral Agent shall be in accordance with any limitations in such third partylicense.

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9.6 Intellectual Property.

(a) Anything contained herein to the contrary notwithstanding, in addition to the other rights and remedies provided herein, uponthe occurrence and during the continuation of an Event of Default:

(i) the Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceedingin the name of any Grantor, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any IntellectualProperty rights of such Grantor, in which event such Grantor shall, at the request of the Collateral Agent, do any and all lawful acts andexecute any and all documents required by the Collateral Agent in aid of such enforcement, and such Grantor shall promptly, upondemand, reimburse and indemnify the Collateral Agent as provided in Section 12 hereof in connection with the exercise of its rightsunder this Section 9.6, and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any Intellectual Property rightsas provided in this Section 9.6, each Grantor agrees, at the Collateral Agent’s request, to use all reasonable measures, whether byaction, suit, proceeding or otherwise, to prevent the infringement, misappropriation, dilution or other violation of any of such Grantor’srights in the Intellectual Property by others and for that purpose agrees to diligently maintain any action, suit or proceeding against anyPerson so infringing, misappropriating, diluting or otherwise violating as shall be necessary to prevent such infringement,misappropriation, dilution or other violation;

(ii) upon written demand from the Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to theCollateral Agent or such Collateral Agent’s designee all of such Grantor’s right, title and interest in and to any Intellectual Propertyincluded in the Collateral and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carryout the intent and purposes of this Agreement;

(iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Junior Priority SecuredObligations outstanding only to the extent that the Collateral Agent (or any other Junior Lien Secured Party) receives cash proceeds inrespect of the sale of, or other realization upon, any such Intellectual Property;

(iv) within five (5) Business Days after written notice from the Collateral Agent, each Grantor shall make available to theCollateral Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of suchEvent of Default as the Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor tocontinue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or inconnection with any Trademarks or Trademark Licenses, such persons to be available to perform their prior functions on the CollateralAgent’s behalf and to be compensated by the Collateral Agent at such Grantor’s expense on a per diem, pro-rata basis consistent withthe salary and benefit structure applicable to each as of the date of such Event of Default; and

(v) the Collateral Agent shall have the right (but not the obligation) to notify, or require each Grantor to notify, any obligors withrespect to amounts due or to become due to such Grantor in respect of any Intellectual Property of such Grantor, of the existence of thesecurity interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Agent, and, uponsuch notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise theamount or payment thereof, in the same manner and to the same extent as such Grantor might have done;

-25-

(1) all amounts and proceeds (including checks and other instruments) received by a Grantor in respect of amounts due tosuch Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of the Collateral Agenthereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to the CollateralAgent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided bySection 9.7 hereof; and

(2) a Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partlyany obligor with respect thereto or allow any credit or discount thereon.

(b) If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, nolonger be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to theCollateral Agent of any rights, title and interests in and to any Intellectual Property of such Grantor shall have been previously made andshall have become absolute and effective, and (iv) the Junior Priority Secured Obligations shall not have become immediately due andpayable, upon the written request of any Grantor, the Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor’ssole cost and expense, such assignments or other transfer instruments as may be necessary to reassign to such Grantor any such rights, titleand interests as may have been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof that may have been made bythe Collateral Agent; provided that after giving effect to such reassignment, the Collateral Agent’s security interest granted pursuant hereto,as well as all other rights and remedies of the Collateral Agent granted hereunder, shall continue to be in full force and effect; and providedfurther, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of the Collateral Agentand the Junior Lien Secured Parties.

9.7 [Reserved].

SECTION 10. COLLATERAL AGENT.

The Collateral Agent has been appointed to act as Collateral Agent hereunder by the Junior Lien Secured Parties or their AuthorizedRepresentatives pursuant to the Second Priority Pari Passu Intercreditor Agreement. The Collateral Agent shall be obligated, and shall havethe right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from takingany action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement, the SecondPriority Pari Passu Intercreditor Agreement, the ABL Intercreditor Agreement, the First/Second Priority Intercreditor Agreement and theother Junior Priority Documents. In furtherance of the foregoing provisions of this Section, each Junior Lien Secured Party, by itsacceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it beingunderstood and agreed by such Junior Lien Secured Party that all rights and remedies hereunder may be exercised solely by the CollateralAgent for the benefit of Junior Lien Secured Parties in accordance with the terms of this Section. The provisions of the Second Priority PariPassu Intercreditor Agreement, the Indenture and each other Junior Priority Document relating to the Collateral Agent including, withoutlimitation, the provisions relating to resignation or removal of the Collateral Agent and the rights, privileges and immunities of theCollateral Agent are incorporated herein by this reference and shall survive any termination of such agreements.

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SECTION 11. CONTINUING SECURITY INTEREST.

This Agreement shall create a continuing security interest in the Collateral, shall remain in full force and effect until the payment infull of all Junior Priority Secured Obligations (other than unasserted indemnification, tax gross-up, expense reimbursement or yieldprotection obligations) and the cancellation or termination of the commitments under any Future Junior Priority Agreement, and shall bebinding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, tothe benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subjectto the terms of the applicable Junior Priority Documents, any Junior Lien Secured Party may assign or otherwise transfer any Notes (asdefined in the Indenture) held by it to any other Person, and such other Person shall thereupon become vested with all the benefits inrespect thereof granted to such Junior Lien Secured Party herein or otherwise. Upon the payment in full of all Junior Priority SecuredObligations (other than unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) and thecancellation or termination of the commitments under any Future Junior Priority Agreement, the security interest granted hereby shallautomatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination theCollateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents asthe Grantors shall reasonably request, including financing statement amendments and/or releases and/or reassignments of IntellectualProperty included in the Collateral in the form appropriate for recording in the U.S. Patent and Trademark Office, U.S. Copyright Office,and other applicable Intellectual Property registry where the Collateral Agent’s security interest may have been recorded, to evidence suchtermination. Upon any disposition of property (other than a disposition to another Grantor) or other release of such property from theCollateral, in each case, permitted by each Junior Priority Document, the Liens granted herein shall be deemed to be automatically releasedand such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. In addition, theLiens granted herein on any Collateral shall be released or subordinated as provided in Section 2.04 of the Second Priority Pari PassuIntercreditor Agreement and in Section 5.1 of the First/Second Priority Intercreditor Agreement. The Collateral Agent shall, at theapplicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonablyrequest, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence suchrelease.

SECTION 12. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose anyduty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and theaccounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking ofany necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall bedeemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accordedtreatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any of itsdirectors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or forany delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor orotherwise. If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performanceof, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor underSection 7.7 of the Indenture and the applicable section of each Future Junior Priority Agreement.

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SECTION 13. MISCELLANEOUS.

Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 13.1 of the Indenture,the applicable section of each Future Junior Priority Agreement and Section 5.01 of the Second Priority Pari Passu Intercreditor Agreement.None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordancewith Article IX of the Indenture and the corresponding provisions of any Future Junior Priority Agreement; provided, however, that(i) schedules to this Agreement may be supplemented or amended at any time by any Grantor through Pledge Supplements (but no otherexisting provisions of this Agreement may be modified and no Collateral may be released (except as provided in Section 11 hereof), in eachcase solely through Pledge Supplements) and (ii) schedules to the Collateral Questionnaire may be supplemented or amended at any timeby any Grantor by written notice thereof to the Collateral Agent and the Applicable Authorized Representative. No failure or delay on thepart of the Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Junior Priority Document shallimpair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partialexercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rightsand remedies existing under this Agreement and the other Junior Priority Documents are cumulative to, and not exclusive of, any rights orremedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in anyjurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in anyother jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that ifa particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or wouldotherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action istaken or condition exists. This Agreement shall be binding upon and inure to the benefit of the Collateral Agent and the Grantors and theirrespective successors and assigns. No Grantor shall, without the prior written consent of the Collateral Agent given in accordance with theJunior Priority Documents, assign any right, duty or obligation hereunder. This Agreement and the other Junior Priority Documentsembody the entire agreement and understanding between the Grantors and the Collateral Agent and supersede all prior agreements andunderstandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Junior Priority Documents may notbe contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oralagreements between the parties. This Agreement may be executed in one or more counterparts and by different parties hereto in separatecounterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitutebut one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpartso that all signature pages are physically attached to the same document; and delivery of an executed signature page to this Agreement byfacsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING,WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THESUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWSPRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OFTHE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAWGOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

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THE PROVISIONS OF THE SECOND PRIORITY PARI PASSU INTERCREDITOR AGREEMENT UNDER THEHEADINGS “GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS,” “SUBMISSION TOJURISDICTION WAIVERS” AND “WAIVER OF JURY TRIAL” ARE INCORPORATED HEREIN BY THIS REFERENCEAND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE SECOND PRIORITY PARI PASSUINTERCREDITOR AGREEMENT.

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to thisAgreement and the exercise of any right or remedy by the Collateral Agent hereunder, in each case, (x) with respect to the ABL PriorityCollateral are subject to the limitations and provisions of the ABL Intercreditor Agreement and (y) are subject to the limitations andprovisions of the First/Second Priority Intercreditor Agreement and the Second Priority Pari Passu Intercreditor Agreement. In the event ofany inconsistency between the terms or conditions of this Agreement (other than Section 2 and the definitions for the capitalized terms usedtherein) and the terms and conditions of the ABL Intercreditor Agreement, the First/Second Priority Intercreditor Agreement or the SecondPriority Pari Passu Intercreditor Agreement, the terms and conditions of the ABL Intercreditor Agreement, the First/Second PriorityIntercreditor Agreement or the Second Priority Pari Passu Intercreditor Agreement, as applicable, shall control. In the event of anyinconsistency between the terms or conditions of the ABL Intercreditor Agreement, the First/Second Priority Intercreditor Agreement orthe Second Priority Pari Passu Intercreditor Agreement as such terms and conditions apply to any interpretation of this Agreement, (a) theterms of the ABL Intercreditor Agreement shall control over the First/Second Priority Intercreditor Agreement and the Second Priority PariPassu Intercreditor Agreement and (b) the terms of the First/Second Priority Intercreditor Agreement shall control over the Second PriorityPari Passu Intercreditor Agreement.

Prior to the Discharge of First Lien Obligations, (i) the requirements herein to endorse, assign or deliver any Collateral to theCollateral Agent (or any representation or warranty having the effect of requiring the same) shall be deemed satisfied (or any suchrepresentation or warranty shall be deemed true) by endorsement, assignment or delivery of such Collateral to the First Lien Representative(as bailee for the Collateral Agent) pursuant to the terms of the First Lien Documents, and (ii) any endorsement, assignment or delivery ofany Collateral to the First Lien Representative shall be deemed an endorsement, assignment or delivery of such Collateral to the CollateralAgent for all purposes hereunder. All capitalized terms used in this paragraph (including the word “Collateral”) have the meanings given tothem in the First/Second Priority Intercreditor Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this Agreement to be duly executed and delivered bytheir respective officers thereunto duly authorized as of the date first written above.

J. C. PENNEY COMPANY, INC.,as Grantor

By: /s/ Jeffrey Davis Name: Jeffrey Davis

Title:

Executive Vice President and ChiefFinancial Officer

J. C. PENNEY CORPORATION, INC.,as Grantor

By: /s/ Trent Kruse Name: Trent Kruse

Title:

Vice President, Treasury and InvestorRelations

J. C. PENNEY PURCHASING CORPORATION,as Grantor

By: /s/ Gary Piper Name: Gary Piper Title: Treasurer

JCP REAL ESTATE HOLDINGS, INC.,as Grantor

By: /s/ Gary Piper Name: Gary Piper Title: Treasurer

J. C. PENNEY PROPERTIES, INC.,as Grantor

By: /s/ Gary Piper Name: Gary Piper Title: Treasurer

WILMINGTON TRUST, NATIONALASSOCIATION,as Collateral Agent

By: /s/ Hallie E. Field Name: Hallie E. Field Title: Assistant Vice President

SCHEDULE 5.2TO PLEDGE AND SECURITY AGREEMENT

COLLATERAL IDENTIFICATION I. INTELLECTUAL PROPERTY

(A) Copyrights

Owner Title

Copyright Serial No.(“CSN”)

Serial Publication Year Registration No.

J.C. Penney Company, Inc.

JC Penney today.

CSN00797301988

TX0002435333

The Forum Corporation of NorthAmerica & J. C. Penney

Customer focused sellingprogram--J C Penney : J C

Penney face-to-face.

TX00017544611985

J.C. Penney & RiddleManufacturing, Inc.

Alaska : no. AK0003.

VA00006710371994

J.C. Penney Company, Inc.

Penney News / editor-in-chief,Robert M. Fisher ... [et al.].

CSN00058871978

TX0000050687TX0000109454TX0000089924TX0000092886TX0000094856TX0000091394TX0000119494TX0000140920

J.C. Penney Company, Inc.

Penney News / editor-in-chief,Robert M. Fisher ... [et al.].

CSN00058871977

TX0000045393

J.C. Penney Company, Inc.

Penney News / editor-in-chief,Robert M. Fisher ... [et al.].

CSN00058881978

TX0000063293TX0000109453TX0000089925TX0000096126TX0000094855TX0000091393TX0000119496TX0000140919

J.C. Penney Company, Inc.

Penney News / editor-in-chief,Robert M. Fisher ... [et al.].

CSN00058881977

TX0000045394TX0000045392

J.C. Penney Company, Inc.

Penney News / regional editor(Southeastern), Lawrence J.

Gavrich ... [et al.].

CSN00058891978

TX0000063294

J.C. Penney Company, Inc.

Penney News / regional editor(Southeastern), Lawrence J.

Gavrich ... [et al.].

CSN00058891977

TX0000045395TX0000045391

J.C. Penney Company

Financial services report : apublication for J C Penney

financial services managementassociates.

CSN00498241983

TX0001135652

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211997

TX0004492394TX0004492392TX0004492391TX0004492393

Owner Title

Copyright Serial No.(“CSN”)

Serial Publication Year Registration No.

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211996

TX0004283408TX0004283410TX0004283409TX0004361805TX0004361806TX0004361807TX0004361621TX0004492396TX0004492397TX0004492395

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211995

TX0004149562TX0004149563TX0004182864TX0004182863TX0004182865

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211994

TX0003987051TX0003987053TX0003987052TX0003987049TX0003987050

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211993

TX0003573858TX0003831167TX0003831166TX0003831165TX0003831164TX0003831163TX0003831162

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211992

TX0003285446TX0003340775TX0003305190TX0003340776TX0003350308TX0003573861TX0003573860TX0003573859

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211985

TX0001590281TX0001568875TX0001568874TX0001600415TX0001608027TX0001637323TX0001636563TX0001682222TX0001725541

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211984

TX0001273193TX0001337445TX0001332883TX0001361149TX0001381753TX0001392894TX0001431122TX0001445020TX0001483686

Owner Title

Copyright Serial No.(“CSN”)

Serial Publication Year Registration No.

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211983

TX0001075753TX0001086624TX0001108023TX0001134070TX0001154020TX0001171088TX0001186527TX0001208358TX0001242509TX0001311069

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211982

TX0000856581TX0000898569TX0000928379TX0000942307TX0000963522TX0000999790TX0000999791TX0000995089TX0001012728TX0001029488TX0001056289

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211981

TX0000708278

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211980

TX0000415866TX0000463002TX0000525370TX0000541400TX0000731302TX0000595966

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211979

TX0000189229TX0000194240TX0000223414TX0000240274TX0000267587TX0000306430TX0000323105TX0000337145TX0000363388

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211978

TX0000063664TX0000090829TX0000089308TX0000095743TX0000129914TX0000059548TX0000087983TX0000117829TX0000133927TX0000149392TX0000165203

Owner Title

Copyright Serial No.(“CSN”)

Serial Publication Year Registration No.

J.C. Penney Company, Inc.

JC Penney management report :a monthly newsletter to keep allPenney management associates

informed of currentdevelopments.

CSN00039211977

TX0000040488

J.C. Penney Company, Inc.

JC Penney financial services : aquarterly newsletter / Robert M.

Fisher, editor].

CSN00115611980

J.C. Penney Company, Inc.

JC Penney financial services : aquarterly newsletter / Robert M.

Fisher, editor].

CSN00115611979

TX0000225136TX0000389100

J.C. Penney Company, Inc.

JC Penney financial services : aquarterly newsletter / Robert M.

Fisher, editor].

CSN00115611978

TX0000095714TX0000153612

J.C. Penney Company, Inc.

JC Penney today.

CSN00115621978

TX0000153614TX0000176284

J.C. Penney Company, Inc.

JC Penney today / [editor-in-chief, Robert M. Fisher ... et

al.].

CSN00115621980

TX0000411190TX0000433111TX0000531120TX0000443269TX0000496800TX0000537503TX0000537506

J.C. Penney Company, Inc.

JC Penney today / [editor-in-chief, Robert M. Fisher ... et

al.].

CSN00115621979

TX0000197108TX0000224532TX0000267257TX0000307939TX0000307940TX0000328012TX0000340409TX0000356323TX0000377557

J.C. Penney Company, Inc.

JC Penney today.

CSN00115631978

TX0000153613TX0000176285

J.C. Penney Company, Inc.

JC Penney today /[editor-in-chief, Robert M. Fisher ... et

al.].

CSN00115631980

TX0000411105TX0000433113TX0000443268TX0000496801TX0000537504

J.C. Penney Company, Inc.

JC Penney today / [editor-in-chief, Robert M. Fisher ... et

al.].

CSN00115631979

TX0000197107TX0000224533TX0000267256TX0000307942TX0000307941TX0000328013TX0000340408TX0000356324TX0000377558

J.C. Penney Company, Inc.

Penney news.

CSN00128441978

TX0000119497

J.C. Penney Company, Inc.

Penney news.

CSN00128451978

TX0000119495

Owner Title

Copyright Serial No.(“CSN”)

Serial Publication Year Registration No.

J.C. Penney Company, Inc.

PenneyPAC report : a specialsuppl. of the J. C. Penney

management rept. for profit-sharing associates / [preparedfor the company’s Political

Action Committee(PenneyPAC) ...].

CSN00569001984

TX0001364311

J.C. Penney Company, Inc.

Minority business scope : the JC Penney minority economic

development newsletter.

CSN00657461993

TX0003576922

J.C. Penney Company, Inc.

Minority business scope : the JC Penney minority economic

development newsletter.

CSN00657461992

TX0003576921

J.C. Penney Company, Inc.

Minority business scope : the JC Penney minority economic

development newsletter.

CSN00657461991

TX0003204670TX0003200201

J.C. Penney Company, Inc.

Minority business scope : the JC Penney minority economic

development newsletter.

CSN00657461990

TX0003062887

J.C. Penney Company, Inc.

Minority business scope : the JC Penney minority economic

development newsletter.

CSN00657461989

TX0002545444TX0002701839

J.C. Penney Company, Inc.

Minority business scope : the JC Penney minority economic

development newsletter.

CSN00657461988

TX0002446617

J.C. Penney Company, Inc.

Minority business scope : the JC Penney minority economic

development newsletter.

CSN00657461987

TX0002089154

J.C. Penney Company, Inc.

Minority business scope : the JC Penney minority economic

development newsletter.

CSN00657461986

TX0001819508TX0001911516

J.C. Penney Company, Inc.

Pennsylvania PenneyPACnewsline.

CSN00881131990

TX0002793806

J.C. Penney Company, Inc.

Focus 2000 : visions of diversityat J. C. Penney.

CSN01080461994

TX0003824889TX0003929012TX0003895531

J.C. Penney Company, Inc.

Focus 2000 : visions of diversityat J. C. Penney.

CSN01080461993

TX0003824885TX0003824886TX0003824887TX0003824888

J.C. Penney Company, Inc.

1900--the year time changed /written & produced by Mary P.

Manilla.

PA00001252201978

J.C. Penney Company, Inc.

Fashion comes to life.

PA00004981031990

J.C. Penney Company, Inc.

Jobs for Connecticut’s future /producers, Peter Foley,

Margaret Gardiner, B. L.Harman, Laura Shuler ; directed

by Doug Snyder.

PAu0008314111986

J.C. Penney Company, Inc.

Jobs for Connecticut’s future.

PAu0008314131986

Owner Title

Copyright Serial No.(“CSN”)

Serial Publication Year Registration No.

J.C. Penney Company, Inc.

Holiday I.

PAu0016941801992

J.C. Penney Company, Inc.

Holiday II.

PAu0016941831992

J.C. Penney Company, Inc.

Seven days.

PAu0016941871992

J.C. Penney Company, Inc.

Decoration.

PAu0016941891992

J.C. Penney Company, Inc.

Service.

PAu0016941901992

J.C. Penney Company, Inc.

Running : getting started /written by Allen Selner [i.e.

Allen J. Selner] ; foreword byBill Toomey for J. C. Penney ;[designed and illustrated by Ed

Tadiello].

TX00003452711979

J.C. Penney Company, Inc.

Let’s write well : memos &letters / by Louise Lytle

Patterson.

TX00009655431982

J.C. Penney Company, Inc.

JC Penney general managementposition questionnaire.

TX00017274071985

J.C. Penney Company, Inc.

J.C. Penney Company, Inc., acentury of timeless values /

Vanessa Castagna.

TX00056093302002

J.C. Penney Company, Inc.

Runners clinic manual.

TXu0000274281979

J.C. Penney Company, Inc.

JC Penney affirmative actionprogram : equal employment

opportunity.

TXu0002130331984

J.C. Penney Company, Inc.

JC Penney retail/catalogpackaging manual for import

merchandise.

TXu0002890911987

J.C. Penney Company, Inc.

Country borders.

VAu0000688001983

J.C. Penney, Inc.

Advanced focus reportgeneration.

TX00028479501990

J.C. Penney, Inc.

Focus databases.

TX00028479511990

J.C. Penney, Inc.

Introduction to virtual machine(VM) and conversationalmonitor system (CMS)

TX00028479521990

J.C. Penney, Inc.

J.C. Penney microcomputer userguide.

TX00028479531990

J.C. Penney, Inc.

Beginning focus reportgeneration DSS user support.

TX00028479541990

J.C. Penney, Inc.

PC DOS-advanced : studenthandbook.

TX00028479551990

J.C. Penney Purchasing Corporation. Earring & 496 other titles. See titles on Appendix A

(B) Copyrights Licenses

None.

(C) Patents

Patent Application No.

Filing Date Registration No.

Issue Date Owner NameHIGH EFFICIENCY

OVEN AND METHODOF USE

1336635702/06/2012

892972401/06/2015

J. C. Penney Purchasing Corporation

SMART FIXTURE

2935981104/15/2010

D63759405/10/2011

J. C. Penney Corporation, Inc.

QUICK-DRYTEXTURED TOWEL

1317210806/29/2011

815696704/17/2012

J. C. Penney Purchasing Corporation (as successor to J. C. Penney PrivateBrands, Inc.)1

(D) Patent Licenses

None.

(E) Trademarks

U.S. and State Trademarks:

Trademark Jurisdiction Application No.

Application Date

RegistrationNo.

RegistrationDate Owner Name

BOUTIQUE+

U.S. Federal

870013344/14/16

52244056/13/17

J. C. PenneyPurchasingCorporation

PENNEY LANE

U.S. Federal

870012914/14/16

52014935/9/17

J. C. PenneyCorporation, Inc.

BELLE + SKY

U.S. Federal

866063024/22/15

50139198/2/16

J. C. PenneyPurchasingCorporation

BELLE + SKY

U.S. Federal

866066024/22/15

50139208/2/16

J. C. PenneyPurchasingCorporation

STYLUS

U.S. Federal

865103801/21/15

483371610/13/16

J. C. PenneyPurchasingCorporation

SLEEP CHIC

U.S. Federal

863156166/20/14

483293410/13/16

J. C. PenneyPurchasingCorporation

1 Record ownership to be updated to reflect merger of J. C. Penney Private Brands, Inc. into J. C. Penney Purchasing Corporation.

Trademark Jurisdiction Application No.

Application Date

RegistrationNo.

RegistrationDate Owner Name

JCPENNEY HOME

U.S. Federal

865113661/22/15

48077049/8/15

J. C. PenneyPurchasingCorporation

TOTAL GIRL

U.S. Federal

865757933/25/15

48042159/1/15

J. C. PenneyPurchasingCorporation

JCPENNEY HOME EST. 1902

U.S. Federal

865113931/22/15

48036166/16/15

J. C. PenneyPurchasingCorporation

XERSION

U.S. Federal

865108851/22/15

48035869/1/15

J. C. PenneyPurchasingCorporation

H HOME EXPRESSIONS

U.S. Federal

865108561/22/15

48035849/1/15

J. C. PenneyPurchasingCorporation

HOME EXPRESSIONS

U.S. Federal

865108241/22/15

48035819/1/15

J. C. PenneyPurchasingCorporation

MIXIT

U.S. Federal

865107771/22/15

48035769/1/15

J. C. PenneyPurchasingCorporation

THE ORIGINAL ARIZONA JEAN CO.

U.S. Federal

865103991/21/15

48035439/15/15

J. C. PenneyPurchasingCorporation

FINDMORE

U.S. Federal

779259002/2/10

389534212/21/10

J. C. PenneyCorporation, Inc.

JCP

U.S. Federal

867145154/1/08

35052029/23/08

(Cancelled)

J. C. PenneyCorporation, Inc.

M

U.S. Federal

7789467812/16/09

40131138/16/11

J. C. PenneyPurchasingCorporation

MONET

U.S. Federal

733004673/9/81

12096559/21/82

J. C. PenneyPurchasingCorporation

Trademark Jurisdiction Application No.

Application Date

RegistrationNo.

RegistrationDate Owner Name

THE FOUNDRY BIG & TALL SUPPLY CO.

U.S. Federal

8517131211/10/10

41585406/12/12

J. C. PenneyCorporation, Inc.

THE FOUNDRY BIG & TALL SUPPLY CO.

U.S. Federal

8517127411/8/10

41585396/12/12

J. C. PenneyCorporation, Inc.

JC PENNEY

U.S. Federal

867146728/4/15

49500725/3/16

J. C. PenneyCorporation, Inc.

JC PENNEY

U.S. Federal

8671459508/04/2015

495006805/03/2016

J. C. PenneyCorporation, Inc.

MONET

U.S. Federal

7210980712/7/60

07199798/15/61

J. C. PenneyPurchasingCorporation

STAFFORD

U.S. Federal

7363170621-Nov-1986

150227430-Aug-1988

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

I SAID YES

U.S. Federal

8510531511-Aug-2010

405386208-Nov-2011

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

I SAID YES!

U.S. Federal

8510545211-Aug-2010

405386308-Nov-2011

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

Trademark Jurisdiction Application No.

Application Date

RegistrationNo.

RegistrationDate Owner Name

UPROAR

U.S. Federal

7796357319-Mar-2010

400338326-Jul-2011(Cancelled)

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

TOWNCRAFT

U.S. Federal

7221034321-Jan-1965

079785319-Oct-1965

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

AMBRIELLE

U.S. Federal

8657589323-Oct-2007

484528213-May-2008

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

FLIRTITUDE

U.S. Federal

8657582106-Mar-2006

480859611-Dec-2007

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

A.N.A A NEW APPROACH

U.S. Federal

8657586820-Oct-2005

484527930-Jan-2007

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

STAFFORD

U.S. Federal

7370132516-Dec-1987

151096901-Nov-1988

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

Trademark Jurisdiction Application No.

Application Date

RegistrationNo.

RegistrationDate Owner Name

ST. JOHN’S BAY

U.S. Federal

7363609718-Dec-1986

145543801-Sep-1987

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

STJOHN’SBAY

U.S. Federal

7370693222-Jan-1988

150393013-Sep-1988

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

CITY STREETS

U.S. Federal

7346281227-Jan-1984

131948612-Feb-1985

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

TOWNCRAFT

U.S. Federal

7124708407-Apr-1927

023190630-Aug-1927

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

THE ORIGINAL ARIZONA JEAN COMPANY

U.S. Federal

7468143730-May-1995

197825204-Jun-1996(Cancelled)

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

LISETTE

U.S. Federal

7532316511-Jul-1997

219770620-Oct-1998

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

Trademark Jurisdiction Application No.

Application Date

RegistrationNo.

RegistrationDate Owner Name

BRIGHT FUTURE

U.S. Federal

7532023607-Jul-1997

219530813-Oct-1998

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

WORTHINGTON

U.S. Federal

7364616824-Feb-1987

148617926-Apr-1988

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

UNDERSCORE

U.S. Federal

7363208724-Nov-1986

144984028-Jul-1987

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

OKIE-DOKIE

U.S. Federal

7532704818-Jul-1997

219538113-Oct-1998

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

BIG MAC

U.S. Federal

7224301208-Apr-1966

082496228-Feb-1967

J.C. PenneyPurchasingCorporation, assuccessor to J. C.Penney PrivateBrands, Inc.

LIZ CLAIBORNE NEW YORK

United States

779818588/19/2008

39991617/19/2011

J. C. PenneyPurchasingCorporation

CLAIBORNE

United States

736009465/27/1986

14803503/15/1988

J. C. PenneyPurchasingCorporation

Trademark Jurisdiction Application No.Application Date

RegistrationNo.

RegistrationDate Owner Name

CLAIBORNE

United States

7377132412/23/1988

15545079/5/1989

J. C. PenneyPurchasingCorporation

CLAIBORNE

United States

740629915/29/1990

16537288/13/1991

J. C. PenneyPurchasingCorporation

CLAIBORNE Bottle Design

United States

7383707111/1/1989

16118149/4/1990

J. C. PenneyPurchasingCorporation

CLAIBORNE SPORT

United States

752343741/31/1997

21914539/22/1998

J. C. PenneyPurchasingCorporation

CONCEPTS BY CLAIBORNE

United States

875198187/7/2017

(Pending ITU)

J. C. PenneyPurchasingCorporation

Cosmetic Triangle Logo (Red, B

United States

736079827/7/1986

14502718/4/1987

J. C. PenneyPurchasingCorporation

ELISABETH

United States

7503573612/22/1995

21280861/13/1998

J. C. PenneyPurchasingCorporation

LIZ CLAIBORNE

United States

7357482112/23/1985

142244612/30/1986

J. C. PenneyPurchasingCorporation

LIZ CLAIBORNE

United States

7324176212/6/1979

11674349/1/1981

J. C. PenneyPurchasingCorporation

LIZ CLAIBORNE

United States

752983415/27/1997

220225311/3/1998

J. C. PenneyPurchasingCorporation

LIZ CLAIBORNE

United States

737416787/22/1988

15290863/7/1989

J. C. PenneyPurchasingCorporation

LIZ CLAIBORNE

United States

7597543011/15/1993

21313951/20/1998

J. C. PenneyPurchasingCorporation

LIZ CLAIBORNE

United States

735885313/17/1986

14428256/16/1987

J. C. PenneyPurchasingCorporation

LIZSPORT

United States

875200367/7/2017

539542302/06/18

J. C. PenneyPurchasingCorporation

Trademark Jurisdiction Application No.

Application Date

RegistrationNo.

RegistrationDate Owner Name

LIZGOLF

United States

752564913/13/1997

21327471/27/1998

J. C. PenneyPurchasingCorporation

LIZWEAR

United States

8752002207/07/2017

53954222/6/2018

J. C. PenneyPurchasingCorporation

Triangular Bottle Design

United States

737070971/22/1988

150769510/11/1988

J. C. PenneyPurchasingCorporation

ESTATE BY MONET

Puerto Rico

671356/20/2005

6713512/10/2007

J. C. PenneyPurchasingCorporation

M Monogram and MONET SINCE 1929 Design

Puerto Rico

Awaiting App. No.1/13/2011

J. C. PenneyPurchasingCorporation

MONET

United States

733004673/9/1981

12096559/21/1982

J. C. PenneyPurchasingCorporation

MONET

United States

7210980712/7/1960

7199798/15/1961

J. C. PenneyPurchasingCorporation

LIZ & CO. BY LIZ CLAIBORNE

United States

8753051307/17/17

(Pending ITU)

J. C. PenneyPurchasingCorporation

LIZ & CO.

United States

8753049807/17/17

(Pending ITU)

J. C. PenneyPurchasingCorporation

TOTAL GIRL

United States

8778244702/02/2018

(Pending ITU)

J. C. PenneyPurchasingCorporation

PS PERSONAL STYLE

United States

8778238902/02/2018

(Pending ITU)

J. C. PenneyPurchasingCorporation

LIZZIE BY LIZ CLAIBORNE

United States

8778230402/02/2018

(Pending ITU)

J. C. PenneyPurchasingCorporation

STYLE AND VALUE FOR ALL

United States

8778220002/02/2018

(Pending ITU)

J. C. PenneyCorporation, Inc.

LIZZIE BY LIZ CLAIBORNE

United States

8777649801/30/2018

(Pending ITU)

J. C. PenneyPurchasingCorporation

Trademark Jurisdiction Application No.

Application Date

RegistrationNo.

RegistrationDate Owner Name

PEYTON & PARKER

United States

8777071301/30/2018

(Pending ITU)

J. C. PenneyPurchasingCorporation

JAMES & CO.

United States

8770279611/30/2017

(Pending ITU)

J. C. PenneyPurchasingCorporation

ARIZONA JEAN CO.

United States

8751990007/07/2017

(Pending ITU)

J. C. PenneyPurchasingCorporation

Design

United States

87390197

03/29/2017 5323049

10/31/2017

J. C. PenneyCorporation,Inc.

Design

United States

8739071703/29/17

529114309/19/17

J. C. PenneyCorporation,Inc.

Design

United States

8739078603/29/17

529114409/19/17

J. C. PenneyCorporation,Inc.

ST. JOHN’S BAY

United States

87639553

10/10/2017

J. C. PenneyPurchasingCorporation

LIZ CLAIBORNE

United States

85341825

06/09/2011 4063464

11/29/2011

J. C. PenneyPurchasingCorporation

LC

United States

77910237

01/12/2010 4080583

01/03/2012

J. C. PenneyPurchasingCorporation

Trademark Jurisdiction Application No.

Application Date Registration No.

Registration Date Owner Name

United States

7791021001/12/2010

408058201/03/2012

J. C. PenneyPurchasingCorporation

United States

7791019301/12/2010

408058101/03/2012

J. C. PenneyPurchasingCorporation

DISCOVER THE REAL SECRET

United States

8510497208/11/2010

403730010/11/2011

J. C. PenneyCorporation, Inc.

JCP

United States

8671451508/04/2015

491348803/08/2016

J. C. PenneyCorporation, Inc.

GET YOUR PENNEY’S WORTH

United States

8680411910/29/2015

499047306/28/2016

J. C. PenneyCorporation, Inc.

PRICED TO BUY. GUARANTEED TO LOVE.

United States

8734679902/23/2017

(Pending ITU)

J. C. PenneyCorporation, Inc.

GREAT CONNECTIONS

United States

7344935510/24/1983

129892610/02/1984

J. C. PenneyPurchasingCorporation

TOWNCRAFT

United States

7357363512/16/1985

140416308/05/1986

J. C. PenneyPurchasingCorporation

THE JCPENNEY TOWEL

United States

7360074105/27/1986

142198312/23/1986

J. C. PenneyPurchasingCorporation

(F) Trademark Licenses Licensor Licensee Marks Licensed Type of LicenseLiz Claiborne, Inc., LizClaiborne Cosmetics, Inc.,L.C. Licensing, Inc., JuicyCouture, Inc. and Lucky BrandDungarees, Inc. (collectively,“Licensor”)*

Elizabeth Arden,Inc. (“Licensee”)

The term “Licensed Marks”means LIZ CLAIBORNE, LIZCLAIBORNE NEW YORK,CLAIBORNE, and LIZ (“LizStand-Alone Marks”), LizCombination Marks (Marksincorporating a Liz Stand-AloneMark with a Non-Liz Mark (e.g.CURVE, BORA BORA,MAMBO etc.) and JuicyCouture, Kate Spade and othermarks not involved in thecontemplated transaction

Licensor grants to Licensee anexclusive, royalty-bearinglicense to use the LicensedMarks to manufacture, market,advertise, promote, sell anddistribute the licensed productsto all accounts where prestigefragrance products are soldworldwide. Notwithstandinganything to the contraryLicensor grants to Licensee anexclusive, fully-paid, royalty-free license to use the LizCombination Marks tomanufacture, market,advertise, promote, sell anddistribute Licensed Productsbearing the Liz CombinationMarks (but not LicensedMarks without the Non-LizMarks) to all accounts whereprestige fragrances are soldworldwide.

Licensor Licensee Marks Licensed Type of LicenseLiz Claiborne,Inc. (“Company”)*

QVC

LIZ CLAIBORNE NEWYORK (the “Mark”)

Company grants to QVCduring the term,non-exclusive licenses invarious territories to promotecertain identified productsusing the Mark

J. C. Penney Purchasing Corporation

Safilo USA, Inc.

Liz ClaiborneClaiborne

Exclusive license to use eachlicensed mark in the territoryas trademarks in connectionwith the manufacture,advertising, merchandising,promotion, sale anddistribution of approved LCmerchandise to approvedcustomers

J. C. Penney Corporation, Inc.(“Purchaser”)

Liz Claiborne,Inc. (“Seller”)

Liz Claiborne New YorkLCNY

Purchaser grants to Seller aroyalty free reverse licensewith respect to certainacquired trademarks, as part ofthe acquisition.

J. C. Penney Purchasing Corporation

Moda LLC

Liz Claiborne

Licensor grants to Licenseethe exclusive right to use theMark in connection with thedesign and manufacture ofwomen’s footwear productsbearing the Mark.

J. C. Penney Corporation, Inc.

Adelington Design Group, LLC

Liz Claiborne, Claiborne, Liz,Liz & Co., Concepts byClaiborne, LC, the LC logo,LizSport, Elizabeth, LizGolf,Liz Claiborne New York,LCNY, Lizwear, MONET, the“M” logo

Licensor grants Licensee theexclusive right to use theMarks in connection with thedesign and manufacture offashion jewelry to be sold byLicensor

J. C. Penney Corporation, Inc.

CAA-GBG Global BrandManagement

Liz Claiborne

Licensor grants to Licenseethe exclusive right to representLicensor during the Term toexpand the Brand throughlicensing and relatedopportunities in the territoriesdescribed in the letteragreement

* J. C. Penney Corporation acquired the Trademarks referred to herein subject to the Trademark licenses referred to herein, which arecontinuing pursuant to the terms of the underlying license agreements.

(G) Trade Secret Licenses

None.

II. COMMERCIAL TORT CLAIMS

Claim of J. C. Penney Corporation, Inc. against a landlord’s roofing consultant, RoofTech Consulting Group, Inc., and contractor,Progressive Services, Inc., for negligence resulting in a partial roof collapse and store flood. A further claim was made against landlord’sremediation contractor for additional flooding and inventory damage related to work performed following the initial flooding event. Thetotal value of the claims exceeds $4 million. The claim amount represents J. C. Penney Corporation, Inc.’s deductible under its insuranceand other uninsured losses. Suit has been filed on the claims and the same is currently pending in state court in Comanche County,Oklahoma.

III. RESERVED

APPENDIX A

(see attached)

Titles in document V3608D709

This list contains titles in document V3608D709

Document title: Earring & 496 other titles.

The complete document is: V3608 D709 P1-17 List of titles:

001 Earring. Style no 9920. VA000063448.

002 Optimal earring: no 05005. VA0000234622.

003 Optimal necklace: no 08050. VA0000234621.

004 Harp pin with rhinestones: no 47686-G/CRY. VA0000757611.

005 Christmas tree pin: no 47412. VA0000825387.

006 Christmas tree pin with rhinestones: 47412-GCRY. VA0000764458.

007 Flower swirl pin with rhinestones in center: 47418-G/CRY. VA0000757612.

008 Snowflake pin with rhinestones: no 47414-G/CRY. VA0000757610.

009 14K earwire: no 38046. VA0000825395.

010 14K gold filled earwires: no 45370. VA0000867887.

011 14K gold filled earwires: no 45651. VA0000867888.

012 14K gold filled earwires: no 92839. VA0000867894.

013 14K gold filled earwires: no 93658. VA0000867896.

014 14K gold posts: no 65844. VA0000858780.

015 34882. VA0000825327.

016 36697. VA0000825321.

017 36766. VA0000825322.

018 37191. VA0000825363.

019 45165. VA0000867947.

020 45360. VA0000867923.

021 45409PE. VA0000878073.

022 45840. VA0000878071.

023 45843. VA0000878070.

024 45854. VA0000867585.

025 45855. VA0000867906.

026 45856. VA0000867587.

027 45857. VA0000867586.

028 45860. VA0000867865.

029 45861. VA0000867956.

030 45862. VA0000867588.

031 45866. VA0000867922.

Titles in document V3608D709

032 45869. VA0000867907.

033 45882. VA0000867898.

034 45886. VA0000867867.

035 45892. VA0000867921.

036 45893. VA0000867948.

037 45894. VA0000867869.

038 45897. VA0000867920.

039 45898. VA0000867955.

040 45902. VA0000878083.

041 45905. VA0000867895.

042 46165. VA0000878077.

043 46242. VA0000878072.

044 49386. VA0000878084.

045 Bracelet: no 36186. VA0000842970.

046 Bracelet: no 37179. VA0000842919.

047 Bracelet: no 37578. VA0000843077.

048 Bracelet: no 39944. VA0000858778.

049 Bracelet: no 44273. VA0000842981.

050 Bracelet: no 44761. VA0000858785.

051 Bracelet: no 45393. VA0000842987.

052 Bracelet: no 45394. VA0000843107.

053 Bracelet: no 45580. VA0000842855.

054 Bracelet: no 45596. VA0000842853.

055 Bracelet: no 65064. VA0000842980.

056 Bracelet: no 65183. VA0000843101.

057 Bracelet: no 65259. VA0000842969.

058 Bracelet: no 65260. VA0000842893.

059 Bracelet: no 65261. VA0000842922.

060 Bracelet: no 65395. VA0000858763.

061 Bracelet: no 66258. VA0000843096.

062 Bracelet: no 92626. VA0000843085.

063 Bracelet: no 92632. VA0000843076.

064 Bracelet: style no 37562. VA0000842996.

065 Bracelet: style no 65196. VA0000843084.

066 Charm: style no 45863. VA0000867910.

067 Charms: style no 45852. VA0000867957.

068 Charms: style no 45858. VA0000867945.

Titles in document V3608D709

069 Charms: style no 45879. VA0000867946.

070 Charms: style no 45895. VA0000867584.

071 Charms: style no 45896. VA0000867583.

072 Charms: style no 45904. VA0000867873.

073 Clip earring: no 41599. VA0000825388.

074 Clip earring: no 41655. VA0000843087.

075 Clip earring: no 41919. VA0000842844.

076 Clip earring: no 45379. VA0000842858.

077 Clip earring: no 45381. VA0000842907.

078 Clip earring: no 45415. VA0000842912.

079 Clip earring: no 45416. VA0000842983.

080 Clip earring: no 45635. VA0000842918.

081 Clip earring: no 45658. VA0000842854.

082 Clip earring: no 45724. VA0000842992.

083 Clip earring: no 65284. VA0000842917.

084 Clip earring: no 66279. VA0000842840.

085 Clip earring: no 66280. VA0000842998.

086 Clip earring: style no 45401. VA0000843090.

087 Clip earring: style no 45402. VA0000842847.

088 Clip earring: style no 45411. VA0000842900.

089 Clip earring: style no 45412. VA0000842904.

090 Clip earring: style no 46395. VA0000878092.

091 Clip earring: style no 45633. VA0000842994.

092 Clips: no 92675. VA0000867952.

093 Clips: no 93385. VA0000867893.

094 Clips: no 93692. VA0000867897.

095 Comfort clips: no 64340. VA0000867890.

096 Earwires: no 44768. VA0000843089.

097 Earwires: no 45371. VA0000842841.

098 Earwires: no 41917. VA0000842843.

099 Earwires: no 45404. VA0000842903.

100 Earwires: no 45406. VA0000842842.

101 Earwires: no 65070. VA0000843088.

102 Earwires: no 65073. VA0000843073.

103 Luxury clips: no 45673. VA0000867954.

104 Luxury clips: no 45677. VA0000867915.

105 Monet 96’ holiday box. VA0000880959.

Titles in document V3608D709

106 Monet clip earrings. VA0000825362.

107 Necklace: no 37142. VA0000842891.

108 Necklace: no 37148. VA0000842964.

109 Necklace: no 39919. VA0000858790.

110 Necklace: no 44242. VA0000842978.

111 Necklace: no 44754. VA0000843104.

112 Necklace: no 45345. VA0000842927.

113 Necklace: no 45346. VA0000843093.

114 Necklace: no 45348. VA0000842995.

115 Necklace: no 45349. VA0000842908.

116 Necklace: no 45351. VA0000842859.

117 Necklace: no 45353. VA0000842846.

118 Necklace: no 45356. VA0000842857.

119 Necklace: no 45357. VA0000842860.

120 Necklace: no 45382. VA0000843852.

121 Necklace: no 45383. VA0000842845.

122 Necklace: no 45383. VA0000842861.

123 Necklace: no 45384. VA0000842979.

124 Necklace: no 45392. VA0000842967.

125 Necklace: no 45616. VA0000843098.

126 Necklace: no 45618. VA0000842856.

127 Necklace: no 45638. VA0000842993.

128 Necklace: no 45639. VA0000842988.

129 Necklace: no 48048. VA0000907477.

130 Necklace: no 48104. VA0000907476.

131 Necklace: no 48123. VA0000907479.

132 Necklace: no 48181. VA0000907478.

133 Necklace: no 65052. VA0000842982.

134 Necklace: no 65055. VA0000842925.

135 Necklace: no 65058. VA0000842924.

136 Necklace: no 65250. VA0000842911.

137 Necklace: no 65258. VA0000843106.

138 Necklace: no 66249. VA0000842895.

139 Necklace: no 66250. VA0000843086.

140 Necklace: no 66251. VA0000842894.

141 Necklace: no 66252. VA0000843079.

142 Necklace: no 92500. VA0000842973.

Titles in document V3608D709

143 Necklace: no 92600. VA0000842984.

144 Necklace: no 92606. VA0000842921.

145 Necklace: no 92612. VA0000842928.

146 Necklace: style no 44755. VA0000878088.

147 Necklace: style no 45385. VA0000842848.

148 Necklace: style no 45389. VA0000842965.

149 Necklace: style no 45619. VA0000842961.

150 Necklace: style no 45621. VA0000842976.

151 No 34367. VA0000825326.

152 No 34758. VA0000825354.

153 No 34889. VA0000825355.

154 No 35631. VA0000825324.

155 No 35635. VA0000825369.

156 No 35642. VA0000825325.

157 No 36180. VA0000825366.

158 No 36193. VA0000825353.

159 No 36531. VA0000825337.

160 No 36538. VA0000825329.

161 No 36642. VA0000825336.

162 No 36660. VA0000825323.

163 No 36679. VA0000825367.

164 No 36694. VA0000825365.

165 No 36694. VA0000825317.

166 No 36696. VA0000825340.

167 No 36703. VA0000825314.

168 No 36704. VA0000825319.

169 No 36708. VA0000825318.

170 No 36710. VA0000825338.

171 No 36747. VA0000825315.

172 No 36762. VA0000825313.

173 No 36773. VA0000825316.

174 No 36777. VA0000825320.

175 No 37141. VA0000825364.

176 No 37146. VA0000825368.

177 No 37561. VA0000825345.

178 No 37574. VA0000825335.

179 No 37579. VA0000825346.

Titles in document V3608D709

180 No 37964. VA0000825374.

181 No 37965. VA0000825349.

182 No 37967. VA0000825356.

183 No 37968. VA0000825351.

184 No 37969. VA0000825373.

185 No 37973. VA0000825376.

186 No 37975. VA0000825352.

187 No 38007. VA0000825375.

188 No 38045. VA0000825359.

189 No 38048. VA0000825361.

190 No 38053. VA0000825360.

191 No 38434. VA0000825378.

192 No 38434. VA0000825378.

193 No 39527. VA0000825384.

194 No 39600. VA0000858779.

195 No 39602. VA0000858809.

196 No 39603. VA0000858827.

197 No 39604. VA0000858839.

198 No 39606. VA0000825380.

199 No 39920. VA0000858757.

200 No 39925. VA0000858765.

201 No 39927. VA0000858801.

202 No 39936. VA0000858833.

203 No 39938. VA0000858755.

204 No 39954. VA0000858811.

205 No 39999. VA0000825382.

206 No 41577. VA0000825377.

207 No 41600. VA0000858840.

208 No 41648. VA0000825383.

209 No 41745. VA0000858802.

210 No 41826. VA0000858804.

211 No 41916. VA0000825381.

212 No 44246. VA0000858775.

213 No 44247. VA0000858805.

214 No 44292. VA0000858813.

215 No 44338. VA0000858808.

216 No 44340. VA0000858756.

Titles in document V3608D709

217 No 44360. VA0000858814.

218 No 44376. VA0000858803.

219 No 44424. VA0000858760.

220 No 44629. VA0000825312.

221 No 44689. VA0000825344.

222 No 44700. VA0000825342.

223 No 44705. VA0000825358.

224 No 44748. VA0000858838.

225 No 44752. VA0000825370.

226 No 44754. VA0000858752.

227 No 44759. VA0000858841.

228 No 44763. VA0000858789.

229 No 44764. VA0000858842.

230 No 44771. VA0000858843.

231 No 44778. VA0000858754.

232 No 44784. VA0000858835.

233 No 44785. VA0000858831.

234 No 44835. VA0000867908.

235 No 44844. VA0000858819.

236 No 44845. VA0000858847.

237 No 44847. VA0000858786.

238 No 44848. VA0000858766.

239 No 45215. VA0000858788.

240 No 45283. VA0000858753.

241 No 45305. VA0000825343.

242 No 45344. VA0000858816.

243 No 45358. VA0000867918.

244 No 45359. VA0000867881.

245 No 45361. VA0000867837.

246 No 45362. VA0000867879.

247 No 45363. VA0000867592.

248 No 45364. VA0000867591.

249 No 45365. VA0000867878.

250 No 45366. VA0000867868.

251 No 45367. VA0000867839.

252 No 45369. VA0000867875.

253 No 45374. VA0000867582.

Titles in document V3608D709

254 No 45375. VA0000867880.

255 No 45376. VA0000867876.

256 No 45377. VA0000867838.

257 No 45378. VA0000867593.

258 No 45380. VA0000867874.

259 No 45418. VA0000867849.

260 No 45422. VA0000867886.

261 No 45423. VA0000867848.

262 No 45427. VA0000867850.

263 No 45428. VA0000867843.

264 No 45435. VA0000867842.

265 No 45433. VA0000867913.

266 No 45434. VA0000867844.

267 No 45437. VA0000867589.

268 No 45579. VA0000867903.

269 No 45590. VA0000867914.

270 No 45624. VA0000848334.

271 No 45652. VA0000867851.

272 No 45670. VA0000867949.

273 No 45674. VA0000867950.

274 No 45867. VA0000867863.

275 No 45903. VA0000867861.

276 No 46167. VA0000867862.

277 No 64794. VA0000825331.

278 No 64798. VA0000825328.

279 No 64800. VA0000825333.

280 No 64801. VA0000825347.

281 No 64802. VA0000825332.

282 No 64803. VA0000825330.

283 No 64804. VA0000858758.

284 No 64808. VA0000825334.

285 No 65062. VA0000848333.

286 No 65197. VA0000825341.

287 No 65251. VA0000825357.

288 No 65380. VA0000858782.

289 No 65381. VA0000858821.

290 No 65388. VA0000858815.

Titles in document V3608D709

291 No 65396. VA0000858849.

292 No 65400. VA0000858787.

293 No 65408. VA0000858825.

294 No 65414. VA0000858846.

295 No 65414. VA0000858823.

296 No 65448. VA0000858768.

297 No 65450. VA0000858783.

298 No 65452. VA0000858818.

299 No 65681. VA0000858824.

300 No 65753. VA0000858777.

301 No 65754. VA0000858806.

302 No 65755. VA0000858817.

303 No 65760. VA0000858836.

304 No 65762. VA0000858751.

305 No 65772. VA0000858812.

306 No 65773. VA0000858764.

307 No 65774. VA0000858851.

308 No 65776. VA0001018786.

309 No 65778. VA0000858769.

310 No 65779. VA0000858810.

311 No 65780. VA0000858822.

312 No 65782. VA0000858781.

313 No 65785. VA0000858807.

314 No 65787. VA0000858770.

315 No 65788. VA0000858776.

316 No 65789. VA0000858830.

317 No 65790. VA0000858837.

318 No 65830. VA0000858828.

319 No 65846. VA0000858829.

320 No 65847. VA0000858850.

321 No 65873. VA0000858784.

322 No 65874. VA0000867859.

323 No 65878. VA0000858845.

324 No 65879. VA0000858820.

325 No 65913. VA0000825372.

326 No 65914. VA0000825371.

327 No 66021. VA0000858852.

Titles in document V3608D709

328 No 66026. VA0000858774.

329 No 66027. VA0000858826.

330 No 66028. VA0000858848.

331 No 66030. VA0000867912.

332 No 66031. VA0000858773.

333 No 66032. VA0000858844.

334 No 66033. VA0000858834.

335 No 66034. VA0000867872.

336 No 66045. VA0000858771.

337 No 66067. VA0000867866.

338 No 66069. VA0000867889.

339 No 66072. VA0000867961.

340 No 66073. VA0000867902.

341 No 92120. VA0000825385.

342 No 92130. VA0000825386.

343 No 92598. VA0000867835.

344 No 92604. VA0000867856.

345 No 92614. VA0000867857.

346 No 92616. VA0000867884.

347 No 92647. VA0000867882.

348 No 92649. VA0000867594.

349 No 92659. VA0000867845.

350 No 92677. VA0000867951.

351 No 92679. VA0000867891.

352 No 92691. VA0000867841.

353 No 92697. VA0000867871.

354 No 92705. VA0000867870.

355 No 92707. VA0000867853.

356 No 92709. VA0000867883.

357 No 92713. VA0000867858.

358 No 92717. VA0000867840.

359 No 92829. VA0000867846.

360 No 92835. VA0000867924.

361 No 92849. VA0000867854.

362 No 92851. VA0000867855.

363 No 92855. VA0000867860.

364 No 92865. VA0000867885.

Titles in document V3608D709

365 No 93113. VA0000867836.

366 No 93141. VA0000867917.

367 No 93173. VA0000867909.

368 No 93253. VA0000867959.

369 No 93263. VA0000867579.

370 No 93281. VA0000867577.

371 No 93285. VA0000867578.

372 No 93289. VA0000867899.

373 No 93327. VA0000867580.

374 No 93331. VA0000867892.

375 No 93652. VA0000867864.

376 No 93678. VA0000867852.

377 No 93811. VA0000867847.

378 Pierced earring: no 34365. VA0000842991.

379 Pierced earring: no 37193. VA0000843069.

380 Pierced earring: no 41578. VA0000843082.

381 Pierced earring: no 41635. VA0000843105.

382 Pierced earring: no 41696. VA0000842986.

383 Pierced earring: no 41744. VA0000825393.

384 Pierced earring: no 45350. VA0000843081.

385 Pierced earring: no 45372. VA0000842906.

386 Pierced earring: no 45407. VA0000842959.

387 Pierced earring: no 45408. VA0000842901.

388 Pierced earring: no 45630. VA0000842909.

389 Pierced earring: no 45654. VA0000842905.

390 Pierced earring: no 45684. VA0000842997.

391 Pierced earring: no 48209. VA0000907475.

392 Pierced earring: no 49026. VA0000907480.

393 Pierced earring: no 65074. VA0000842914.

394 Pierced earring: no 65274. VA0000843074.

395 Pierced earring: no 92524. VA0000842916.

396 Pierced earring: no 92671. VA0000843094.

397 Pierced earring: no 93381. VA0000843071.

398 Pierced earring: no 93855. VA0000842926.

399 Pierced earring: style no 45399. VA0000842962.

400 Pierced earring: style no 45400. VA0000842897.

401 Pierced earring: style no 45403. VA0000842898.

Titles in document V3608D709

402 Pierced earring: style no 45405. VA0000842902.

403 Pierced earring: style no 45413. VA0000842896.

404 Pierced earring: style no 45414. VA0000842899.

405 Pierced earring: style no 45628. VA0000842966.

406 Pierced earring: style no 45629. VA0000842989.

407 Pierced earring: style no 45632. VA0000842977.

408 Pierced earring: style no 45688. VA0000842985.

409 Pierced earring: style no 45692. VA0000842971.

410 Pierced earring: style no 66263. VA0000842849.

411 Pierced earring: style no 66275. VA0000842892.

412 Pin: no 34790. VA0000842850.

413 Pin: no 37184. VA0000842972.

414 Pin: no 37966. VA0000825392.

415 Pin: no 38008. VA0000825394.

416 Pin: no 39987. VA0000943103.

417 Pin: no 39988. VA0000858761.

418 Pin: no 39995. VA0000843083.

419 Pin: no 39998. VA0000858762.

420 Pin: no 45329. VA0000867916.

421 Pin: no 45396. VA0000843108.

422 Pin: no 45419. VA0000867904.

423 Pin: no 45420. VA0000867911.

424 Pin: no 45426. VA0000867901.

425 Pin: no 45429. VA0000867905.

426 Pin: no 45435. VA0000867900.

427 Pin: no 64799. VA0000842839.

428 Pin: no 65067. VA0000842923.

429 Pin: no 65068. VA0000842960.

430 Pin: no 65262. VA0000842963.

431 Pin: no 65263. VA0000842851.

432 Pin: no 65264. VA0000842968.

433 Pin: no 65399. VA0000842975.

434 Pin: no 65680. VA0000843070.

435 Pin: no 65777. VA0000843075.

436 Pin: no 65783. VA0000842929.

437 Pin: no 66260. VA0000843099.

438 Pin: no 66262. VA0000843078.

Titles in document V3608D709

439 Pin: no 92638. VA0000842920.

440 Pin: no 92640. VA0000842910.

441 Pin: no 92642. VA0000843102.

442 Pin: no 92687. VA0000843100.

443 Pin: no 92693. VA0000842930.

444 Pin: no 92699. VA0000843080.

445 Pin: no 92711. VA0000842913.

446 Pin: no 93175. VA0000842974.

447 Pin: no 93287. VA0000867590.

448 Pin: no 93624. VA0000867919.

449 Pin: style no 34793. VA0000843072.

450 Pin: style no 45388. VA0000842915.

451 Pin: style no 45397. VA0000842990.

452 Pin: style no 45398. VA0000843091.

453 Pin: style no 45425. VA0000843092.

454 Pin: style no 45625. VA0000843095.

455 Pin: style no 92719. VA0000843097.

456 Sterling silver bracelet: style no 36671. VA0000825391.

457 Sterling silver clip earring: no 36765. VA0000825390.

458 Sterling silver pierced earring: no 36776. VA0000825389.

459 Style no 46241. VA0000878086.

460 Surgical steel earwires: no 41905. VA0000858767.

461 Surgical steel earwires: no 41907. VA0000858759.

462 Surgical steel earwires: no 41915. VA0000858772.

463 Surgical steel earwires: no 93293. VA0000867960.

464 Surgical steel eyewires: no 44726. VA0000825379.

465 Surgical steel posts: no 44773. VA0000858832.

466 Surgical steel posts: no 45368. VA0000867958.

467 Surgical steel posts: no 92644. VA0000867953.

468 Surgical steel posts: no 93301. VA0000867576.

469 Surgical steel posts: no 93305. VA0000867581.

470 Surgical steel posts: no 93674. VA0000867877.

471 47166. VA0000878082.

472 47253. vA0000878076.

473 47977BRAC. VA0000878075.

474 48320PE. VA0000878078.

475 49391. VA0000878069.

Titles in document V3608D709

476 49393. VA0000878074.

477 49405. VA0000878081.

478 49414. VA0000878079.

479 49460, 14KPE. VA0000878080.

480 49465, 14KPE. va0000878085.

481 Charm: no 46166. VA0000878093.

482 Clip earring: style no 46403. VA0000878091.

483 Clip earring: style no 49368. VA0000878094.

484 Monet 96’ Mother’s Day box. VA0000880961.

485 Monet ‘97 national box. VA0000880957.

486 Necklace: style no 46390. VA0000878089.

487 Necklace: style no 48187. VA0000878087.

488 Necklace: style no 49534.

489 Pierced earring: style no 46409. VA0000878090.

490 Pin: style no 49403. VA0000878095.

491 23798. VA0001011016.

492 29141. VA0001011017.

493 29142. VA0001011016.

494 29143. VA0001011019.

495 29144. VA0001011020.

496 29145. VA0001011021.

497 29146. VA0001011022.

End of titles list for document V3608D709

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SCHEDULE 5.4TO PLEDGE AND SECURITY AGREEMENT

FINANCING STATEMENTS Grantor Filing Jurisdiction J. C. Penney Company, Inc. Delaware

J.C. Penney Corporation, Inc. Delaware

J. C. Penney Purchasing Corporation New York

JCP Real Estate Holdings, Inc. Delaware

J. C. Penney Properties, Inc. Delaware

SCHEDULE 5.5TO PLEDGE AND SECURITY AGREEMENT

Equipment Locations

(See attached)

Equipment Locations StoreNumber Type/Use Address City State1 MAIN STORE 722 J.C. PENNEY DRIVE KEMMERER WY4 MAIN STORE 990 22ND AVE S BROOKINGS SD5 MAIN STORE 9501 ARLINGTON EXPY STE 105 JACKSONVILLE FL7 MAIN STORE PO BOX 7126 AUBURN NY12 MAIN STORE 78 E MAIN ST PRICE UT16 MAIN STORE 1170 CENTRAL AVE DUNKIRK NY17 MAIN STORE 1425 S SANTA FE AVE CHANUTE KS26 MAIN STORE 124 S MAIN ST PENDLETON OR27 MAIN STORE 12300 SE 82ND AVE PORTLAND OR30 MAIN STORE 14301 BURNHAVEN DR BURNSVILLE MN43 MAIN STORE 621 MAIN ST ALAMOSA CO44 MAIN STORE 3542 S MARYLAND PKWY LAS VEGAS NV46 MAIN STORE 701 RICHMOND RD RICHMOND HEIGHTS OH52 MAIN STORE 321 MAIN ST FORT MORGAN CO55 MAIN STORE 4600 S MEDFORD DR STE 2000 LUFKIN TX56 MAIN STORE 413 DAKOTA AVE WAHPETON ND58 MAIN STORE 2050 PONCE BY PASS STE 200 PONCE PR63 MAIN STORE 212 E 2ND ST THE DALLES OR65 MAIN STORE 1309 ADAMS AVE LA GRANDE OR67 MAIN STORE 500 LEHIGH VALLEY MALL WHITEHALL PA89 MAIN STORE 2321 DAVE LYLE BLVD ROCK HILL SC90 HOME STORE 4861 NORTH STONE TUCSON AZ90 MAIN STORE 4530 N ORACLE RD TUCSON AZ99

MAIN STORE

300 CROSS CREEK MALL MORGANTOWN RDAND 401 BY-PASS

FAYETTEVILLE

NC

102 MAIN STORE 9801 CORTANA PL BATON ROUGE LA104 MAIN STORE 201-209 WEST C ST MCCOOK NE106 MAIN STORE 401 NE NORTHGATE WAY STE 475 SEATTLE WA109 ADDITIONAL SPACE 1330 DUANE STREET ASTORIA OR109 MAIN STORE 1343 COMMERCIAL ST ASTORIA OR113 MAIN STORE PO BOX 668 WILLISTON ND116 MAIN STORE 81 ROCKINGHAM PARK BLVD SALEM NH120 MAIN STORE 301 WYOMING BLVD SE CASPER WY129 MAIN STORE 600 S CARPENTER AVE KINGSFORD MI130 MAIN STORE 601-635 HARRY L DR STE 99 JOHNSON CITY NY133 MAIN STORE 25 LILAC MALL (RT 125) ROCHESTER NH135 MAIN STORE 344 V BUCKLAND HLS DR STE 7000 MANCHESTER CT141 MAIN STORE 1207 N COMMERCE ARDMORE OK152 MAIN STORE 4835 PROMENADE PKWY BESSEMER AL157 MAIN STORE 2180 S GILBERT RD CHANDLER AZ161 MAIN STORE 5043 JIMMY LEE SMITH PKWY HIRAM GA162 MAIN STORE 90 E LOCUST ST CANTON IL163 MAIN STORE 800 FOXCROFT AVE STE 800 MARTINSBURG WV168 MAIN STORE 300 MONTGOMERY MALL NORTH WALES PA170 MAIN STORE 720 N 12TH ST (US 641) MURRAY KY171 MAIN STORE 10225 77TH ST PLEASANT PRAIRIE WI174 LICENSE AGREEMENT 901 AVE OF THE AMERICAS STE137 NEW YORK NY174 MAIN STORE 100 W 33RD ST NEW YORK NY178 MAIN STORE 333 MAIN ST STE 200 OAK RIDGE TN179 MAIN STORE 6051 SKILLMAN ST DALLAS TX182 MAIN STORE 1800 DAISY ST EXT STE 2 CLEARFIELD PA183 MAIN STORE 2100 HAMILTON PLACE BLVD CHATTANOOGA TN184 MAIN STORE 990 NW BLUE PKWY LEES SUMMIT MO185 MAIN STORE 1150 W CARL SANDBURG DR GALESBURG IL192 MAIN STORE 11801 FAIR OAKS MALL FAIRFAX VA194 MAIN STORE 9100 MCHUGH DR STE 576 LANHAM MD

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Equipment Locations StoreNumber Type/Use Address City State195 MAIN STORE 63 SERRAMONTE CTR DALY CITY CA196 MAIN STORE 222 S STATE ST FAIRMONT MN197 MAIN STORE SEND TO SL SHARED SERVICES CTR BROOKLYN NY198 MAIN STORE SEND TO SL SHARED SERVICES CTR MONROE NC199 MAIN STORE 500 MONROEVILLE MALL MONROEVILLE PA200 MAIN STORE SEND TO SL SHARED SERVICES CTR SEATTLE WA201 MAIN STORE 10101 E INDEPENDENCE BLVD MATTHEWS NC202 MAIN STORE 1754 FRANKLIN MILLS CIR PHILADELPHIA PA204 MAIN STORE 2700 POTOMAC MILLS CIR WOODBRIDGE VA207 MAIN STORE 2500 W MORELAND RD WILLOW GROVE PA209 MAIN STORE 3411 MERCHANT BLVD ABINGDON MD211 MAIN STORE 3200 W EMPIRE MALL SIOUX FALLS SD214 MAIN STORE 200 WESTERN AVE NW STE A FARIBAULT MN217 MAIN STORE 14370 BEAR VALLEY RD VICTORVILLE CA218 MAIN STORE 6020 E 82ND ST STE 700 INDIANAPOLIS IN219 MAIN STORE 3400 BELL AIR MALL MOBILE AL220 MAIN STORE 1500 E WASHINGTON AVE UNION GAP WA221 MAIN STORE 1155 CARLISLE ST HANOVER PA224 MAIN STORE 787 INLAND CENTER DRIVE SAN BERNARDINO Lease225 MAIN STORE 2005 VETERANS BLVD DUBLIN GA226 MAIN STORE 2200 S 10TH ST MCALLEN TX231 MAIN STORE 10450 S STATE ST STE 2106 SANDY UT232 ADDITIONAL SPACE 4502 S STEELE TACOMA WA232 MAIN STORE 4502 S STEELE STE 200 TACOMA WA237 MAIN STORE 3 ORLAND SQ DR ORLAND PARK IL241 MAIN STORE 2000 RT 38 STE 1000 CHERRY HILL NJ244 MAIN STORE 1391 E HIGHLAND AVE STE 101 SELMA AL246 MAIN STORE 20700 AVALON BLVD STE 500 CARSON CA249 MAIN STORE 901 W MORTON JACKSONVILLE IL250 MAIN STORE 67 LAKEWOOD CTR MALL LAKEWOOD CA251 HOME STORE 8235 WEST BELL ROAD PEORIA AZ251 MAIN STORE 7750 W ARROWHEAD TOWNE CENTER GLENDALE AZ253 MAIN STORE 3501 GRANVILLE AVE MUNCIE IN258 MAIN STORE 734 MARKET ST FARMINGTON MO258 SIGN AGREEMENT 734 MARKET ST FARMINGTON MO259 MAIN STORE 3111 S 31ST ST STE 3301 TEMPLE TX260 MAIN STORE 950 DANA DR REDDING CA268 MAIN STORE 2500 MEADOWBROOK MALL BRIDGEPORT WV270 MAIN STORE 854 STATE RTE 13 CORTLAND NY273 MAIN STORE 701 RUSSELL AVE GAITHERSBURG MD278 MAIN STORE 1501 LAFAYETTE PKY STE E1 LAGRANGE GA283 MAIN STORE 1057 BROAD ST SUMTER SC286 MAIN STORE 4500 PEORIA ST (US 51) PERU IL287 MAIN STORE 901 US 27 N STE 150 SEBRING FL288 MAIN STORE 9500 SW WASHINGTON SQ RD PORTLAND OR304 MAIN STORE 3550 MCCANN RD LONGVIEW TX306 MAIN STORE 225 MAIN AVE N THIEF RIVER FALLS MN309 MAIN STORE 640 NIBLACK BLVD VINCENNES IN311 MAIN STORE 1980 N JEFFERSON ST HUNTINGTON IN318 MAIN STORE 101 APACHE MALL ROCHESTER MN321 MAIN STORE 451 E ALTAMONTE DR STE 1301 ALTAMONTE SPRINGS FL322 MAIN STORE 400 DUBOIS RD COOKEVILLE TN324 MAIN STORE 870 W MARKET ST TIFFIN OH

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Equipment Locations StoreNumber Type/Use Address City State327 MAIN STORE 87 VILLAGE SQUARE MALL EFFINGHAM IL334 MAIN STORE 1330 TRAVIS BLVD FAIRFIELD CA345 MAIN STORE 2200 W FLORIDA AVE HEMET CA351 MAIN STORE 3057 E MAIN RUSSELLVILLE AR355 HOME STORE 1251 US 31 N. GREENWOOD IN355 MAIN STORE 1251 US 31 N GREENWOOD IN365 MAIN STORE 214 BORGER S/C BORGER TX367 MAIN STORE 400 BALD HILL RD WARWICK RI370 MAIN STORE 1000 HILLTOP MALL RICHMOND CA373 MAIN STORE 1262 VOCKE RD STE 300 LA VALE MD384 MAIN STORE 2901 N GRAND AVE AMES IA389 HOME STORE 5532 SPRINGDALE AVENUE PLEASANTON CA389 MAIN STORE 1500 STONERIDGE MALL RD PLEASANTON CA395 MAIN STORE 3405 E STATE ST HERMITAGE PA400 MAIN STORE 125 S MICHIGAN AVE BIG RAPIDS MI403 MAIN STORE 5953 W PARK AVE STE 3000 HOUMA LA406 MAIN STORE 1100 N MAIN ST ALTUS OK419 MAIN STORE 2021 N HIGHLAND AVE STE 15 JACKSON TN424 MAIN STORE 7171 N DAVIS HWY STE 8220 PENSACOLA FL426 MAIN STORE 251 HIGH ST TORRINGTON CT439 MAIN STORE 600 EASTVIEW MALL VICTOR NY450 MAIN STORE 1302 W I-40 FRONTAGE RD GALLUP NM451 MAIN STORE 1140 SAN FERNANDO RD SAN FERNANDO CA456 MAIN STORE 3404 W 13TH ST GRAND ISLAND NE457 MAIN STORE 101 W WATER ST DECORAH IA465 MAIN STORE 24140 MAGIC MOUNTAIN PKY SANTA CLARITA CA466 MAIN STORE 150 HOMER ADAMS PKWY ALTON IL478 HOME STORE 5685 SOUTH VIRGINIA STREET RENO NV478 MAIN STORE 5200 MEADOWOOD MALL CIR RENO NV479 MAIN STORE 6481 NEWBERRY RD GAINESVILLE FL481 MAIN STORE 4201 YELLOWSTONE AVE POCATELLO ID483 MAIN STORE 3936 E MARKET ST LOGANSPORT IN485 MAIN STORE 4310 BUFFALO GAP RD ABILENE TX487 MAIN STORE 3401 S US 41 TERRE HAUTE IN494 MAIN STORE 600 MERCED MALL MERCED CA495 MAIN STORE 1300 9TH AVE SE STE 3 WATERTOWN SD496 MAIN STORE 1700 W COUNTY RD B-2 ROSEVILLE MN497 MAIN STORE 305 MOUNT HOPE AVE ROCKAWAY NJ514 MAIN STORE 830 MAIN ST UNIT 3 PRESQUE ISLE ME528 MAIN STORE 1680 WRIGHT AVE ALMA MI529 MAIN STORE 17301 VALLEY MALL RD STE 400 HAGERSTOWN MD530 MAIN STORE 155 DORSET ST SOUTH BURLINGTON VT536 MAIN STORE 300 EARLY BLVD EARLY TX539 MAIN STORE RT 104 E OSWEGO NY549 MAIN STORE 3301 VETERANS MEMORIAL BLVD METAIRIE LA557 MAIN STORE 15740 WHITTWOOD LANE WHITTIER CA559 MAIN STORE 2424 US 6TH AND 50TH GRAND JUNCTION CO562 MAIN STORE 1701 SUNRISE HWY BAYSHORE L I NY566 MAIN STORE 2555 EL CAMINO REAL CARLSBAD CA568 MAIN STORE 300 S MAIN ST MCALLEN TX578 MAIN STORE PO BOX 10010 HOLYOKE MA579 MAIN STORE 4101 E 42ND ST ODESSA TX581 MAIN STORE 800 S JAMES CAMPBELL BLVD COLUMBIA TN582 MAIN STORE 5001 MONROE ST TOLEDO OH582 PARKING 5001 MONROE ST - 0.68 ACRE FOR TOLEDO OH588 MAIN STORE 300 HWY 78 E JASPER AL601 ADDITIONAL SPACE 3700 SOUTH MERIDIAN ST PUYALLUP WA

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Equipment Locations StoreNumber Type/Use Address City State601 MAIN STORE 3700 S MERIDIAN ST PUYALLUP WA607 MAIN STORE 1100 S DEWEY ST NORTH PLATTE NE608 MAIN STORE 814 US HWY 62-65 N STE 27 HARRISON AR611 MAIN STORE 6002 SLIDE RD-PO BOX 68611 LUBBOCK TX620 MAIN STORE 1700 W INTL SPEEDWAY BLVD DAYTONA BEACH FL631 HOME STORE 6065 NORTHWEST LOOP 410 SAN ANTONIO TX631 MAIN STORE 6301 NW LOOP 410 SAN ANTONIO TX634 MAIN STORE 3040 PLAZA BONITA RD NATIONAL CITY CA643 MAIN STORE 4600 BAY RD SAGINAW MI644 MAIN STORE 3301 DILLON DR PUEBLO CO647 MAIN STORE 3315 N RIDGE RD E STE 100 ASHTABULA OH651 MAIN STORE PR RD 2 KM 81.9 CARRIZALES HATILLO PR652 MAIN STORE 2200 W WAR MEMORIAL DR STE 997 PEORIA IL654 MAIN STORE 3541 MASONIC DR ALEXANDRIA LA656 MAIN STORE 1200 10TH AVE S GREAT FALLS MT658 MAIN STORE 5300 SAN DARIO LAREDO TX663 MAIN STORE 3929 MCCAIN BLVD STE 500 NORTH LITTLE ROCK AR666 MAIN STORE 2005 N 14TH ST STE 141 PONCA CITY OK671 MAIN STORE 3199 N WHITE SANDS ALAMOGORDO NM680 MAIN STORE 51027 HWY 6 GLENWOOD SPRINGS CO681 MAIN STORE 2101 FT HENRY DR KINGSPORT TN687 MAIN STORE 3700 ATLANTA HWY ATHENS GA688 MAIN STORE 2600 BEACH BLVD BILOXI MS689 MAIN STORE 2427 US HWY 90 W STE 10 LAKE CITY FL691 HOME STORE 685 CONTRA COSTA BLVD. PLEASANT HILL CA691 MAIN STORE 484 SUN VALLEY MALL CONCORD CA695 MAIN STORE 700 HAYWOOD RD GREENVILLE SC696 ADDITIONAL SPACE 1200 SOUTHCENTER S/C SEATTLE WA696 MAIN STORE 1249 SOUTHCENTER MALL TUKWILA WA699 MAIN STORE 1169 GLENDALE GALLERIA GLENDALE CA699 OUTSIDE STOCKROOM 10888 LA TUNA CANYON RD. # H GLENDALE CA700 MAIN STORE 500 QUAKER BRIDGE MALL TRENTON NJ702 MAIN STORE 8401 GATEWAY BLVD W EL PASO TX703 LAND 408 MITCHELL ST PETOSKEY MI703 MAIN STORE 408 MITCHELL ST PETOSKEY MI704 MAIN STORE 4651 27TH ST MOLINE IL708 MAIN STORE 1800 PIPESTONE RD BENTON HARBOR MI709 MAIN STORE 3115 E COLONIAL DR ORLANDO FL712 MAIN STORE 3111 MIDWESTERN PKWY WICHITA FALLS TX718 MAIN STORE 310 TOWNE CTR CIR SANFORD FL731 MAIN STORE 3202 OAKVIEW DR OMAHA NE733 MAIN STORE 800 S CAMINO DEL RIO DURANGO CO738 MAIN STORE 925 WASHINGTON AVE DETROIT LAKES MN739 MAIN STORE 2150 NORTHWOODS BLVD UNIT E100 N CHARLESTON SC744 MAIN STORE 300 VALLEY RIVER CTR EUGENE OR766 MAIN STORE 331 BRANDON TOWN CENTER MALL BRANDON FL767 MAIN STORE 4316 MILAN RD SANDUSKY OH768 MAIN STORE 3300 CHAMBERS RD STE 5090 HORSEHEADS NY769 MAIN STORE 2190 IDAHO ST ELKO NV778 MAIN STORE 1408 N PARHAM RD RICHMOND VA779 MAIN STORE 6000 FLORENCE MALL FLORENCE KY780 MAIN STORE 1718 E BLVD KOKOMO IN781 MAIN STORE 4101 S YALE AVE TULSA OK784 MAIN STORE 3649 ERIE BLVD E STE 2 DE WITT NY786 MAIN STORE 7900 GOVERNOR RITCHIE HWY GLEN BURNIE MD794 MAIN STORE 3500 OLEANDER DR WILMINGTON NC

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Equipment Locations StoreNumber Type/Use Address City State797 MAIN STORE 816 WALNUT SQUARE BLVD STE D DALTON GA808 MAIN STORE 3187 N MAIN ST ANDERSON SC814 MAIN STORE 625 BLACK LAKE BLVD OLYMPIA WA816 MAIN STORE 606 CHRISTIANA MALL NEWARK DE819 MAIN STORE 500 BRIARWOOD CIR ANN ARBOR MI830 MAIN STORE PO BOX 2008 LAUREL MS834 MAIN STORE 2000 N POINT CIR ALPHARETTA GA835 MAIN STORE 117-19 E MAIN ST SIDNEY MT838 MAIN STORE 810 W PARK AVE GREENWOOD MS852 MAIN STORE 701 LYNN HAVEN PKWY VIRGINIA BEACH VA863 MAIN STORE 680 CITADEL DR E COLORADO SPRINGS CO864 MAIN STORE 3661 EISENHOWER PKWY STE 6 MACON GA870 MAIN STORE 730 MEYERLAND PLAZA MALL HOUSTON TX880 MAIN STORE 2471 FOOTHILL BLVD ROCK SPRINGS WY881 MAIN STORE 7700 E KELLOGG DR WICHITA KS882 MAIN STORE 2415 SAGAMORE PKWY S 52 LAFAYETTE IN890 MAIN STORE 194 MAIN ST STURBRIDGE MA891 MAIN STORE 135 E TOWNE MALL MADISON WI895 MAIN STORE 150 PEARL NIX PKWY GAINESVILLE GA899 MAIN STORE 639 STILLWATER AVE BANGOR ME902 MAIN STORE 1201 HOOPER AVE STE B TOMS RIVER NJ907 MAIN STORE 8201 S TAMIAMI TRAIL SARASOTA FL909 MAIN STORE 1620 E 10TH ST STE 100 ROANOKE RAPIDS NC910 MAIN STORE 4129 E WILDER RD BAY CITY MI911 MAIN STORE 800 N 98TH ST OMAHA NE914 MAIN STORE 1170 INDIANA AVE ST MARYS OH916 MAIN STORE PO BOX 8709 CAROLINA PR920 MAIN STORE 200 W PARK MALL CAPE GIRARDEAU MO921 MAIN STORE 2231 S MISSION RD MT PLEASANT MI924 MAIN STORE 160 N GULPH RD STE 5000 KING OF PRUSSIA PA933 MAIN STORE 300 WESTFARMS MALL FARMINGTON CT951 MAIN STORE 1365 N DUPONT HWY STE 5000 DOVER DE952

MAIN STORE

630 OLD COUNTRY RD UNIT A2630 OLD COUNTRY ROAD

GARDEN CITY

NY

952 TRASH COMPACTOR 250 DUFFY AVE HICKSVILLE NY954 MAIN STORE 234 N MAIN ST SHERIDAN WY955 MAIN STORE 6420 S PACIFIC BLVD HUNTINGTON PARK CA965 MAIN STORE 1845 N WEST AVE EL DORADO AR972 MAIN STORE 220 GOLF MILL CTR NILES IL982 MAIN STORE 7777 EASTPOINT MALL BALTIMORE MD993 MAIN STORE 2418 SW MILITARY DR SAN ANTONIO TX995 MAIN STORE MERCER MALL BOX 7106 BLUEFIELD WV996 MAIN STORE 4401 S BROADWAY TYLER TX1002 MAIN STORE 4348 ELECTRIC RD ROANOKE VA1012 MAIN STORE 75 MAVERICK ST RT 1A ROCKLAND ME1020 MAIN STORE 1671 W LACEY BLVD HANFORD CA1024 MAIN STORE 236 E 5TH ST N BURLEY ID1028 MAIN STORE 315 E SECOND ST CALEXICO CA1031 MAIN STORE 220 ENNIS LN TOWANDA PA1033 MAIN STORE 3000 DUNN AVE UNIT 25 JACKSONVILLE FL1037 MAIN STORE 3401 DALE RD MODESTO CA1046 MAIN STORE 2201 S INTERSTATE 35 E STE D DENTON TX1048 MAIN STORE 200 SIDNEY BAKER ST S (HWY 16) KERRVILLE TX1049 MAIN STORE 4 FOX VALLEY CTR AURORA IL1052 MAIN STORE 220 W MARIPOSA RD NOGALES AZ1056 MAIN STORE 3701 S MAIN ST (US 33) ELKHART IN1058 MAIN STORE 1386 E COURT ST SEGUIN TX

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Equipment Locations StoreNumber Type/Use Address City State1064

ADDITIONAL SPACE

311 EAST OVERLAND STREET 109-111SOUTH STATION STREET

EL PASO

TX

1064 ADDITIONAL SPACE 315 E OVERLAND ST EL PASO TX1064 MAIN STORE 324 E SAN ANTONIO ST EL PASO TX1067 MAIN STORE 1904 E 9TH ST WINFIELD KS1068 MAIN STORE 202 E CENTENNIAL DR PITTSBURG KS1071 MAIN STORE 2000 BRITTAIN RD STE 600 AKRON OH1076 MAIN STORE 1060 HWY 15 S HUTCHINSON MN1081 MAIN STORE 1780 GALLERIA BLVD FRANKLIN TN1086 MAIN STORE 619 N PERKINS RD STILLWATER OK1091 MAIN STORE 1401 PAUL BUNYAN DR NW STE 2 BEMIDJI MN1101 MAIN STORE 715 E EXPRESSWAY 83 WESLACO TX1106 MAIN STORE 1950 PRAIRIE CENTER PKWY BRIGHTON CO1116 MAIN STORE 1744 E CARL ALBERT PKWY MCALESTER OK1117 TBA NORTH NEW HOPE ROAD GASTONIA NC1122 MAIN STORE 2501 W MEMORIAL RD OKLAHOMA CITY OK1128 MAIN STORE 2520 GULF FWY S LEAGUE CITY TX1130 MAIN STORE 3501 E BROADWAY TUCSON AZ1134 MAIN STORE 80 VIEWMONT MALL SCRANTON PA1135 MAIN STORE 3409 CANDLERS MOUNTAIN RD LYNCHBURG VA1140 MAIN STORE 4541 S LABURNUM AVE RICHMOND VA1141 MAIN STORE 1651 STATE HWY 1 S GREENVILLE MS1142 MAIN STORE 951 W PACHECO BLVD LOS BANOS CA1143 MAIN STORE 428 N STATE HWY 19 PALATKA FL1148 MAIN STORE 300 MARY ESTHER BLVD MARY ESTHER FL1150 MAIN STORE STATE HWY 35 AND 36 EATONTOWN NJ1153 MAIN STORE 2601 CENTRAL AVE DODGE CITY KS1155 MAIN STORE 1300 E PINECREST DR MARSHALL TX1156 MAIN STORE 4915 CLAREMONT AVE STOCKTON CA1158 MAIN STORE 1501 E MAIN ALICE TX1159 MAIN STORE 350 JOHN R JUNKIN DR NATCHEZ MS1161 MAIN STORE 5256 ROUTE 30 GREENSBURG PA1163 MAIN STORE 1375 US 127 S FRANKFORT KY1164 MAIN STORE 2800 S COLUMBIA RD GRAND FORKS ND1165 MAIN STORE 1826-19TH AVE LEWISTON ID1166 MAIN STORE 18900 MICHIGAN AVE (US 12) DEARBORN MI1168 MAIN STORE 14200 E ALAMEDA AVE AURORA CO1170 MAIN STORE 700 QUINTARD DR STE 100 OXFORD AL1180 MAIN STORE 260 WAYNE TOWNE CTR WAYNE NJ1188 HOME STORE 3402 SOUTH GLENSTONE AVENUE SPRINGFIELD MO1188 MAIN STORE 2825 S GLENSTONE AVE STE 200 SPRINGFIELD MO1190 MAIN STORE 175 YORKTOWN S/C LOMBARD IL1192 MAIN STORE 600 SUNRISE MALL MASSAPEQUA L I NY1195 MAIN STORE 95 N MOORLAND RD BROOKFIELD WI1198 MAIN STORE 1500 KANSAS AVE GREAT BEND KS1200 FOUNDRY 190 E STACY RD STE 310 ALLEN TX1201 FOUNDRY 3211 PRESTON ROAD, SUITE 12 FRISCO TX1203 FOUNDRY 1101 MELBOURNE RD SUITE 3077 HURST TX1206 MAIN STORE 6100 SUNRISE BLVD CITRUS HTS CA1207 FOUNDRY 11745 W 95TH ST OVERLAND PARK KS1208 MAIN STORE 1122 N UNIVERSITY DR NACOGDOCHES TX1210 MAIN STORE 3700 STATE RD 16 LA CROSSE WI1212 MAIN STORE 3075 CLAIRTON RD STE 100 WEST MIFFLIN PA1216 FOUNDRY 18801 E 39TH ST S INDEPENDENCE MO1217 MAIN STORE 23 WEST TOWNE MALL MADISON WI1223 MAIN STORE 24200 LAGUNA HILLS MALL LAGUNA HILLS CA1226 MAIN STORE 400 PARK CITY S/C LANCASTER PA

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Equipment Locations StoreNumber Type/Use Address City State1228 MAIN STORE 2500 S CENTER ST MARSHALLTOWN IA1229 MAIN STORE 280 HILLCREST DR W THOUSAND OAKS CA1240 MAIN STORE 504 N ADAMS ST CARROLL IA1241 MAIN STORE 100 NORTHRIDGE MALL SALINAS CA1248 MAIN STORE 4150 S HWY 27 SOMERSET KY1250 MAIN STORE 757 E LEWIS & CLRK PKY STE 701 CLARKSVILLE IN1256 MAIN STORE 1321 N COLUMBIA CTR BLVD # 100 KENNEWICK WA1262 MAIN STORE 50 HAMPTON VILLAGE PLAZA ST LOUIS MO1270 MAIN STORE 3939 S CARSON ST CARSON CITY NV1274 MAIN STORE 591 BROADWAY CHULA VISTA CA1274 OUTSIDE STOCKROOM 775 ANITA STREET, STE A CHULA VISTA CA1288 MAIN STORE 2200 N MAPLE AVE RAPID CITY SD1296 MAIN STORE 2918 VINE ST STE 2001 HAYS KS1302 TBA MONROEVILLE PA1306 MAIN STORE 35000 W WARREN RD WESTLAND MI1308 MAIN STORE 5000 SHELBYVILLE RD LOUISVILLE KY1313 MAIN STORE 100 HWY 332 W STE 1260 LAKE JACKSON TX1315 MAIN STORE 718 NORTHSIDE DR E STE 25 STATESBORO GA1319 MAIN STORE 1530 COSHOCTON AVE MT VERNON OH1320 MAIN STORE 3320 SILAS CREEK PKWY STE 460 WINSTON-SALEM NC1321 MAIN STORE 777 E MERRITT ISL CSWY STE 210 MERRITT ISLAND FL1322 MAIN STORE 1560 HOUSTONVILLE RD STE 301 DANVILLE KY1323 MAIN STORE 5100 GREAT NORTHERN MALL N OLMSTED OH1324 MAIN STORE 1118 JAMES AVE BEDFORD IN1327 MAIN STORE 100 FOUR SEASONS TOWN CTR GREENSBORO NC1330 MAIN STORE 5488 S PADRE ISLAND DR STE4000 CORPUS CHRISTI TX1337 MAIN STORE 100 STONEWOOD ST DOWNEY CA1339 MAIN STORE 101 RANGE LINE STE 250A JOPLIN MO1348 MAIN STORE 3560 LAMAR AVE HWY 82 PARIS TX1351 MAIN STORE 3100 SW COLLEGE RD OCALA FL1352 MAIN STORE 700 W 14 MILE RD TROY MI1360 HOME STORE 8881 SOUTHWEST 107TH AVENUE MIAMI FL1360 MAIN STORE 7201 N KENDALL DR MIAMI FL1362 MAIN STORE 1600 A MILLER TRUNK HWY DULUTH MN1368 MAIN STORE 7507 W CERMAK RD NORTH RIVERSIDE IL1373 HOME STORE 6933 LINDBERGH BOULEVARD ST LOUIS MO1373 MAIN STORE 100 S COUNTY CENTER WAY ST LOUIS MO1377 MAIN STORE 607 N BERKELEY BLVD GOLDSBORO NC1385 MAIN STORE 201 S MAIN ST BISHOP CA1388 MAIN STORE 205 N ORCHARD AVE UKIAH CA1389 MAIN STORE 11801 W 95TH ST OVERLAND PARK KS1389 OUTSIDE STOCKROOM 10602 LACKMAN RD., BLDG. B LENEXA KS1392 MAIN STORE 250 PLAINFIELD RD UNIT 202 WEST LEBANON NH1393 MAIN STORE 4257 N MAYO TRAIL PIKEVILLE KY1398 MAIN STORE 23000 EUREKA RD STE A3 TAYLOR MI1399 MAIN STORE 1700 MARKET LANE NORFOLK NE1405 MAIN STORE 12421 WAYZATA BLVD MINNETONKA MN1413 MAIN STORE 3601 S 2700 W SALT LAKE CITY UT1417 MAIN STORE 400 S BALDWIN AVE ARCADIA CA1419 MAIN STORE 1900 GREEN OAKS RD FORT WORTH TX1431 MAIN STORE 2101 BROADWAY YANKTON SD1432 MAIN STORE 14300 LAKESIDE CIR STERLING HTS MI1433 MAIN STORE 1890 SOUTHLAKE MALL MERRILLVILLE IN1433 OUTSIDE STOCKROOM 3803 EAST LINCOLN HIGHWAY MERRILLVILLE IN1443 MAIN STORE 245 ST CLAIR SQ FAIRVIEW HGTS IL1445 MAIN STORE 1 SANGERTOWN SQ STE 55 NEW HARTFORD NY1451 MAIN STORE 3340 MALL LOOP DR SPACE 2 JOLIET IL

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Equipment Locations StoreNumber Type/Use Address City State1455 MAIN STORE 1850 APPLE BLOSSOM DR WINCHESTER VA1462 MAIN STORE 6699 SPRINGFIELD MALL SPRINGFIELD VA1467 MAIN STORE 5500 BUCKEYSTOWN PIKE FREDERICK MD1475 MAIN STORE 27001 US HWY 19 N CLEARWATER FL1480 MAIN STORE 4510 E CACTUS RD PHOENIX AZ1481 MAIN STORE 201 WESTSHORE PLAZA TAMPA FL1487 MAIN STORE 1129 N BALDWIN AVE STE 200 MARION IN1489 MAIN STORE 5522 SHAFFER RD STE 09 DU BOIS PA1493 MAIN STORE 100 FRANKLIN ST UNIT F WESTERLY RI1503 MAIN STORE 1925 E MARKET ST HARRISONBURG VA1505 MAIN STORE 1203 PLAZA DR WEST COVINA CA1509 MAIN STORE 800 CODDINGTOWN CTR SANTA ROSA CA1510 MAIN STORE 1303 NIAGARA FALLS BLVD AMHERST NY1512 MAIN STORE 1228 MAIN ST DELANO CA1514 MAIN STORE 303 301 BLVD W STE 701 BRADENTON FL1529 MAIN STORE 755 STATE RT 18 STE 600 E BRUNSWICK NJ1531 MAIN STORE 2300 E LINCOLN HWY LANGHORNE PA1535 MAIN STORE 101 CLEARVIEW CIRCLE BUTLER PA1539 MAIN STORE 555 W GRAND AVE STE M-1 WISCONSIN RAPIDS WI1542 MAIN STORE 7601 S CICERO AVE CHICAGO IL1559 MAIN STORE 2400 EDGEWOOD RD SW CEDAR RAPIDS IA1572 MAIN STORE 6000 S HANNUM AVE CULVER CITY CA1580 MAIN STORE 3225 28TH ST SE GRAND RAPIDS MI1587 MAIN STORE 550 S GEAR AVE W BURLINGTON IA1589 MAIN STORE 3575 MAPLE AVE ZANESVILLE OH1590 MAIN STORE 4600 W KELLOGG RD WICHITA KS1591 MAIN STORE 22 CLIFTON COUNTRY RD STE 2 CLIFTON PARK NY1603 MAIN STORE 4217 SIX FORKS RD STE 100 RALEIGH NC1612 HOME STORE 10201 UNIVERSITY AVENUE CLIVE IA1612 MAIN STORE 1551 VALLEY WEST DR W DES MOINES IA1614 MAIN STORE 5100 MONTCLAIR PLAZA LANE MONTCLAIR CA1618 MAIN STORE 25 MIRACLE MILE DR ROCHESTER NY1623 MAIN STORE 27150 NOVI RD NOVI MI1628 MAIN STORE 1607 3RD AVE W DICKINSON ND1635 MAIN STORE 1826 S MAIN ST MARYVILLE MO1650 MAIN STORE 301 COX CREEK PKWY (RT 133) FLORENCE AL1674 MAIN STORE 800 MALL DRIVE BARBOURSVILLE WV1693 MAIN STORE 1400 N TURNER ST HOBBS NM1698 MAIN STORE 5000 FREDERICA ST OWENSBORO KY1704 MAIN STORE 4803 OUTER LOOP RD LOUISVILLE KY1717 MAIN STORE 115 TIMES SQ MALL MT VERNON IL1722 MAIN STORE 840 MILL CREEK MALL ERIE PA1738 MAIN STORE 1051 GREEN ACRES MALL VALLEY STREAM L I NY1749 MAIN STORE 2400 RICHMOND RD STE 61 TEXARKANA TX1751 MAIN STORE 205 W BLACKSTOCK RD STE 8 SPARTANBURG SC1761 MAIN STORE 502 GARDEN STATE PLAZA PARAMUS NJ1775 MAIN STORE 850 KIRKWOOD MALL BISMARCK ND1778 MAIN STORE 2200 N TUSTIN ST ORANGE CA1779 MAIN STORE 300 STROUD MALL STROUDSBURG PA1781 MAIN STORE 2115 W ROOSEVELT BLVD MONROE NC1783 MAIN STORE 1224 E TIPTON ST SEYMOUR IN1786 MAIN STORE 1701 MACFARLAND BLVD E TUSCALOOSA AL1787 MAIN STORE 1500 CANTON RD AKRON OH1794 HOME STORE 910 S. RAINBOW BOULEVARD LAS VEGAS NV1794 MAIN STORE 4400 MEADOWS LANE LAS VEGAS NV1800 ADDITIONAL SPACE 203 CYPRESS SNOHOMISH WA1800 MAIN STORE 265 PINE AVE SNOHOMISH WA

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Equipment Locations StoreNumber Type/Use Address City State1811 MAIN STORE 21840 S HAWTHORNE BLVD TORRANCE CA1816 MAIN STORE 7850 MENTOR AVE STE 930 MENTOR OH1823 MAIN STORE 8900 NE VANCOUVER MALL DR VANCOUVER WA1829 MAIN STORE 1442 US HWY 45 N COLUMBUS MS1831 FURNITURE OUTLET 3202 ARCTIC BLVD. ANCHORAGE AK1831 MAIN STORE 3202 ARTIC BLVD ANCHORAGE AK1832 MAIN STORE 3236 KIRKWOOD HWY WILMINGTON DE1842 MAIN STORE 2115 S MOONEY BLVD VISALIA CA1844 MAIN STORE 340 SOUTHLAND MALL HAYWARD CA1845 MAIN STORE 305 LIBERTY ST NE SALEM OR1847 MAIN STORE 1200 E BROAD AVE ROCKINGHAM NC1853 MAIN STORE 4300 TUSCARAWAS ST W CANTON OH1858 MAIN STORE 1075 N BRIDGE ST CHILLICOTHE OH1859 MAIN STORE 2400 ELIDA RD LIMA OH1860 MAIN STORE 4199 NATIONAL RD E RICHMOND IN1862 MAIN STORE 4125 CLEVELAND AVE STE 903 FORT MYERS FL1867 MAIN STORE 117 S 25TH ST STE 1 FORT DODGE IA1868 MAIN STORE 420 HUCK FINN S/C HANNIBAL MO1869 MAIN STORE 8200 PERRY HALL BLVD BALTIMORE MD1870 MAIN STORE 3702 FREDERICK AVE STE 7 ST JOSEPH MO1871 MAIN STORE 1321 S BROADWAY SANTA MARIA CA1874 MAIN STORE 4101 W DIVISION ST ST CLOUD MN1876 MAIN STORE 1603 E EMPIRE ST BLOOMINGTON IL1879 MAIN STORE 301 OAK SPRING RD WASHINGTON PA1880 MAIN STORE 1050 E 23RD ST FREMONT NE1886 MAIN STORE 1300 N MILLER ST WENATCHEE WA1891 MAIN STORE 3015 HWY 29 S ALEXANDRIA MN1899 MAIN STORE 4621 EASTGATE BLVD CINCINNATI OH1900 MAIN STORE 714 GREENVILLE BLVD GREENVILLE NC1902 MAIN STORE 4500 MIDWAY MALL ELYRIA OH1908 MAIN STORE 2910 N ELM ST LUMBERTON NC1909 MAIN STORE 1801 PALM BCH LKES BLVD STE300 WEST PALM BEACH FL1911 MAIN STORE 90 LEE JACKSON HWY STE 1268 STAUNTON VA1919 MAIN STORE 3100 M L KING JR BLVD STE 29 NEW BERN NC1923 MAIN STORE 2230 EASTRIDGE LOOP SAN JOSE CA1924 MAIN STORE 900 EASTWOOD MALL NILES OH1927 MAIN STORE PO BOX 6002 VIENNA WV1928 MAIN STORE 4000 FT CAMPBELL BLVD HOPKINSVILLE KY1930 MAIN STORE 2400 ROOSEVELT RD MARINETTE WI1932 HOME STORE 7490 N. BLACKSTONE AVE. FRESNO CA1932 MAIN STORE 555 E SHAW AVE FRESNO CA1934 MAIN STORE 1350 N MAIN ST LOGAN UT1935 MAIN STORE 2825 W MAIN ST STE C BOZEMAN MT1936 MAIN STORE 7401 MARKET ST BOARDMAN OH1937 MAIN STORE 990 W 41ST ST HIBBING MN1939 MAIN STORE 7000 TYRONE SQ ST PETERSBURG FL1940 MAIN STORE 5350 S 76TH ST GREENDALE WI1942 MAIN STORE 90 W COUNTY CTR DES PERES MO1943 MAIN STORE 1105 MELBOURNE DR HURST TX1944 MAIN STORE 700 BROADWAY AVE E STE 1 MATTOON IL1945 MAIN STORE 2625 SCOTTSVILLE RD STE 40 BOWLING GREEN KY1948 MAIN STORE 3 WOODFIELD MALL SCHAUMBURG IL1950 MAIN STORE 6987 FRIARS RD SAN DIEGO CA1951 MAIN STORE 3401 DONNELL DR FORESTVILLE MD1953 MAIN STORE 1655 W 49TH ST STE 1200 HIALEAH FL1956 MAIN STORE 8000 W BROWARD BLVD STE 900 PLANTATION FL1957 MAIN STORE 200 SOUTHDALE CTR EDINA MN

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Equipment Locations StoreNumber Type/Use Address City State1958 MAIN STORE 6455 EASTEX FRWY BEAUMONT TX1959 MAIN STORE 1122 EL CAMINO REAL SAN BRUNO CA1960 MAIN STORE 3605 GALLERIA AT TYLER RIVERSIDE CA1961 MAIN STORE 5111 ROGERS AVE FORT SMITH AR1962 MAIN STORE 4840 BRIARCLIFF RD NE ATLANTA GA1963 MAIN STORE 320 W KIMBERLY RD STE 409 DAVENPORT IA1965 MAIN STORE 1000 RIVERGATE PKWY STE 3 GOODLETTSVILLE TN1968 MAIN STORE 34 WYOMING VALLEY MALL WILKES BARRE PA1970 MAIN STORE 1475 UPPER VALLEY PIKE SPRINGFIELD OH1971 MAIN STORE 4545 TRANSIT RD WILLIAMSVILLE NY1972 MAIN STORE 4201 COLDWATER RD FORT WAYNE IN1975 MAIN STORE 301 NORTHGATE MALL CHATTANOOGA TN1976 MAIN STORE 2400 10TH ST SW MINOT ND1977 MAIN STORE 1500 APALACHEE PKWY TALLAHASSEE FL1979 MAIN STORE 3535 S LINDEN RD FLINT MI1980 HOME STORE 7207 GRAPE ROAD MISHAWAKA IN1980 MAIN STORE 6501 N GRAPE RD MISHAWAKA IN1981 MAIN STORE 2901 BROOKS ST MISSOULA MT1982 MAIN STORE 6580 S WESTNEDGE AVE PORTAGE MI1983 MAIN STORE 428 WOODBRIDGE CTR DR WOODBRIDGE NJ1985 MAIN STORE 550 CENTER ST AUBURN ME1987 MAIN STORE 2400 N COLUMBIA ST (US 441N) MILLEDGEVILLE GA1989 MAIN STORE 6000 SUNSET MALL SAN ANGELO TX1991 MAIN STORE 99 BENNINGTON SQ BENNINGTON VT1992 MAIN STORE 320 BYPASS 72 NW STE A GREENWOOD SC1993 MAIN STORE 2011 N ROAN ST JOHNSON CITY TN1994 MAIN STORE 3902 13TH AVE SW STE 200 FARGO ND1995 MAIN STORE 503 E IVES ST STE 200 MARSHFIELD WI1997 MAIN STORE 40 BATAVIA CITY CTR BATAVIA NY1998 MAIN STORE 4600 N US HWY 89 FLAGSTAFF AZ2006 ADDITIONAL SPACE 3600 COUNTRY CLUB DRIVE JEFFERSON CITY MO2006 MAIN STORE 3600 COUNTRY CLUB DR STOP 4 JEFFERSON CITY MO2008 MAIN STORE 2 FREEDOM MALL ROME NY2010 MAIN STORE 7900 DAY DR PARMA OH2011 MAIN STORE 18601 33RD AVE W LYNNWOOD WA2015 MAIN STORE 626 BOLL WEEVIL CIR ENTERPRISE AL2018 MAIN STORE 200 SW C AVE LAWTON OK2020 MAIN STORE 1930 S LOOP 256 PALESTINE TX2021 MAIN STORE 6001 W WACO DR WACO TX2022 MAIN STORE 367 RUSSELL ST STE A HADLEY MA2024 MAIN STORE 1639 E RIO RD CHARLOTTESVILLE VA2025 HOME STORE MORGAN AVE (HWY 62) & GREEN RIVER RD EVANSVILLE IN2025 MAIN STORE 800 N GREEN RIVER RD EVANSVILLE IN2034 MAIN STORE 105 CROSSROADS MALL MT HOPE WV2036 MAIN STORE 4511 N MIDKIFF RD MIDLAND TX2038 MAIN STORE 1180 BLOWING ROCK RD BOONE NC2039 MAIN STORE 1410 SPARTA ST MCMINNVILLE TN2040 MAIN STORE 2901 S CAPITOL OF TEXAS HWY AUSTIN TX2042 MAIN STORE 400 SPOTSYLVANIA MALL FREDERICKSBURG VA2043 MAIN STORE STATE HWY M-26 HOUGHTON MI2044 MAIN STORE 2334 OAKLAND AVE STE 8 INDIANA PA2045 MAIN STORE 2400 8TH AVE SW STE A1 JAMESTOWN ND2046 MAIN STORE 1615 N HARRISON AVE PIERRE SD2047 MAIN STORE 2121 US HWY 1 S STE A ST AUGUSTINE FL2048 MAIN STORE 901 11TH AVE SW STE 34 SPENCER IA2049 MAIN STORE 126 JACKSON ST STERLING CO

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Equipment Locations StoreNumber Type/Use Address City State2051 MAIN STORE 120 WASHINGTON AVE EXT STE 40 ALBANY NY2052 MAIN STORE 22631 RT 68 STE 10 CLARION PA2055 MAIN STORE 821 N CENTRAL EXPWY PLANO TX2058 MAIN STORE 1400 DELL RANGE BLVD CHEYENNE WY2059 MAIN STORE 5801 BECKLEY RD BATTLE CREEK MI2060 MAIN STORE 7804 ABERCORN ST SAVANNAH GA2063 MAIN STORE RT 23 (RD 2) ONEONTA NY2064 MAIN STORE 4501 CENTRAL AVE STE 103 HOT SPRINGS NAT PK AR2065 MAIN STORE 5304 W SAGINAW ST LANSING MI2066 MAIN STORE 1982 W GRAND RIVER AVE STE 135 OKEMOS MI2067 MAIN STORE 1860 W MICHIGAN AVE JACKSON MI2068 MAIN STORE 1800 FOUR SEASONS BLVD HENDERSONVILLE NC2069 MAIN STORE 8001 S ORANGE BLOSSOM STE 700 ORLANDO FL2071 MAIN STORE 19525 BISCAYNE BLVD AVENTURA FL2074 MAIN STORE 1910 WELLS RD ORANGE PARK FL2076 MAIN STORE 2338 US 23 S ALPENA MI2079 MAIN STORE 325 PIEDMONT DR DANVILLE VA2080 MAIN STORE 4601 E MAIN ST FARMINGTON NM2083 MAIN STORE 401 LEE ST E CHARLESTON WV2085 MAIN STORE 1500 N RIVERSIDE AVE MEDFORD OR2086 MAIN STORE 5101 HINKLEVILLE RD STE 800 PADUCAH KY2089 MAIN STORE 905 N 12TH ST STE 10 MIDDLESBORO KY2091 MAIN STORE 700 MAINE MALL RD SOUTH PORTLAND ME2092 MAIN STORE 1700 W NEW HAVEN AVE MELBOURNE FL2093 MAIN STORE 700 TELSHOR BLVD STE 2000 LAS CRUCES NM2096 MAIN STORE 72900 HWY 111 PALM DESERT CA2098 MAIN STORE 101 FOOTHILLS MALL MARYVILLE TN2099 MAIN STORE 2320 E 17TH ST IDAHO FALLS ID2100 MAIN STORE 1111 JACKSON AVE W OXFORD MS2101 MAIN STORE 1300 ULSTER AVE MALL STE 210 KINGSTON NY2102 MAIN STORE 1695 ANNAPOLIS MALL ANNAPOLIS MD2103 MAIN STORE 455 S BIBB ST EAGLE PASS TX2104 MAIN STORE 7925 FM 1960 RD STE 7000 HOUSTON TX2105 MAIN STORE 6834 WESLEY ST STE C GREENVILLE TX2108 MAIN STORE 2000 SAN JACINTO MALL BAYTOWN TX2110 MAIN STORE 2100 S W S YOUNG DR STE 2000 KILLEEN TX2115 MAIN STORE 2000 MARTIN LUTHER KING JR BLV PANAMA CITY FL2119 MAIN STORE 922 RIVER FALLS ST ANDALUSIA AL2121 MAIN STORE 4125 W OWEN K GARRIOTT RD ENID OK2122 MAIN STORE 2500 W STATE ST STE 118 ALLIANCE OH2123 ADDITIONAL SPACE 2950 EAST TEXAS AVENUE BOSSIER CITY LA2123 MAIN STORE 2950 E TEXAS AVE BOSSIER CITY LA2124 MAIN STORE 3035 KNOXVILLE CENTER DR STE O KNOXVILLE TN2125 MAIN STORE 3505 PEMBERTON SQ BLVD STE B VICKSBURG MS2130 MAIN STORE 10177 N KINGS HWY MYRTLE BEACH SC2131 MAIN STORE 5901 UNIVERSITY DR HUNTSVILLE AL2132 MAIN STORE 2076 9TH ST N NAPLES FL2135 MAIN STORE 4501 N MAIN ST STE 9 ROSWELL NM2136 MAIN STORE 1600 11TH AVE HELENA MT2137 MAIN STORE 3100 HWY 365 PORT ARTHUR TX2138 MAIN STORE 850 HARTFORD PIKE UNIT C WATERFORD CT2139 MAIN STORE 9303 W ATLANTIC BLVD CORAL SPRINGS FL2140 MAIN STORE 2006 S EXPY 83 HARLINGEN TX2144 MAIN STORE 555 JOHN F KENNEDY RD DUBUQUE IA2147 MAIN STORE 1605 SOUTH FIRST STREET WILLMAR MN2152 MAIN STORE 2390 CHESTNUT ST ORANGEBURG SC2153 MAIN STORE 1041 SPRING LANE SANFORD NC

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Equipment Locations StoreNumber Type/Use Address City State2157 MAIN STORE 100 S FEDERAL AVE STE 118A MASON CITY IA2158 MAIN STORE 810 S CASS ST CORINTH MS2159 MAIN STORE 801 N CONGRESS AVE BOYNTON BEACH FL2160 MAIN STORE 5453 W 88TH AVE WESTMINSTER CO2163 MAIN STORE 200 RIVER OAKS DR CALUMET CITY IL2165 MAIN STORE 120 N DARTMOUTH MALL NORTH DARTMOUTH MA2166 MAIN STORE 1810 FORT JONES RD YREKA CA2168 MAIN STORE 1200 E COUNTY LINE RD, SUITE 500 RIDGELAND MS2169 MAIN STORE 7701 W I-40 STE 600 AMARILLO TX2171 MAIN STORE 290 E VIA RANCHO PKWY ESCONDIDO CA2172 MAIN STORE 1600 TOWN CENTER DR MONTEBELLO CA2173 MAIN STORE ONE MALL BLVD BRUNSWICK GA2175 MAIN STORE 4761 PECANLAND MALL DR MONROE LA2176 MAIN STORE 101 MANHATTAN CTR MANHATTAN KS2177 MAIN STORE 4832 VALLEY VIEW BLVD NW ROANOKE VA2178 MAIN STORE 8106 N NAVARRO ST VICTORIA TX2183 MAIN STORE 12335 JAMES ST HOLLAND MI2184 MAIN STORE 1500 HARVEY RD COLLEGE STATION TX2185 MAIN STORE 4301 W WISCONSIN AVE APPLETON WI2188 MAIN STORE 60 ELM PLAZA WATERVILLE ME2189 MAIN STORE 300 A AVE W OSKALOOSA IA2190 MAIN STORE 224 N LOGAN BLVD BURNHAM PA2192 MAIN STORE 1500 E 11TH ST STE 1000 HUTCHINSON KS2196 MAIN STORE 201 S WASHINGTON ST OWOSSO MI2197 MAIN STORE 2302 E KANSAS AVE GARDEN CITY KS2198 MAIN STORE 2206 S BALTIMORE ST KIRKSVILLE MO2203 MAIN STORE 1700 NORMAN DR VALDOSTA GA2204 MAIN STORE 1704 N DIXIE HWY ELIZABETHTOWN KY2207 MAIN STORE 2813 N PRINCE ST CLOVIS NM2209 MAIN STORE 2501 MING AVE BAKERSFIELD CA2210 MAIN STORE 1600 INDUSTRIAL RD EMPORIA KS2211 MAIN STORE 2350 SE WASHINGTON BLVD BARTLESVILLE OK2213 MAIN STORE 301 N POPLAR SEARCY AR2217 MAIN STORE 3140 VIRGINIA AVE CONNERSVILLE IN2218 MAIN STORE 2300 RIVERCHASE GALLERIA HOOVER AL2219 MAIN STORE 150 NORTHSHORE BLVD SLIDELL LA2220 MAIN STORE 2700 LAKE RD DYERSBURG TN2223 MAIN STORE 1801 N MAIN ST STE 14 MITCHELL SD2224 MAIN STORE 2 FINANCIAL PLAZA STE 100 HUNTSVILLE TX2225 MAIN STORE 1500 N CLINTON ST DEFIANCE OH2229 MAIN STORE PO BOX 29526 SANTA FE NM2231 MAIN STORE 311 JACKSONVILLE MALL JACKSONVILLE NC2232 MAIN STORE 5065 MAIN ST TRUMBULL CT2233 MAIN STORE 6945 US 322 CRANBERRY PA2237 MAIN STORE 6931 S MEMORIAL DR TULSA OK2238 MAIN STORE 1513 N KANSAS AVE LIBERAL KS2239 MAIN STORE 2259 S 9TH ST SALINA KS2240 MAIN STORE 201 SKYLINE DR STE 7 CONWAY AR2241 MAIN STORE 20 N MAIN ST KALISPELL MT2243 MAIN STORE 300 BONNER MALL WAY STE 60 PONDERAY ID2244 MAIN STORE 1019 S WASHINGTON ST NORTH ATTLEBORO MA2246 MAIN STORE 2001 SOUTH RD (RT 9) POUGHKEEPSIE NY2247 HOME STORE 292 DANIEL WEBSTER HWY NASHUA NH2247 MAIN STORE 310 DANIEL WEBSTER HWY STE 103 NASHUA NH2247 OUTSIDE STOCKROOM 14 CELINA AVENUE NASHUA NH2250 MAIN STORE 50 FOX RUN RD STE 35 NEWINGTON NH2256 MAIN STORE 7 BACKUS AVE DANBURY CT

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Equipment Locations StoreNumber Type/Use Address City State2257 MAIN STORE 2701 DAVID H MCLEOD BLVD FLORENCE SC2258 MAIN STORE 3450 WRIGHTSBORO RD AUGUSTA GA2259 MAIN STORE 1100 WESLEYAN BLVD ROCKY MOUNT NC2262 MAIN STORE 301 N LINCOLN RD STE 100 ESCANABA MI2263 MAIN STORE 1006 ROSS PARK MALL DR PITTSBURGH PA2265 MAIN STORE 2901 PINES MALL DR STE A PINE BLUFF AR2266 MAIN STORE 2080 GREELEY MALL GREELEY CO2270 MAIN STORE 771 S 30TH ST HEATH OH2272 MAIN STORE 160 TYLER RD RED WING MN2274 MAIN STORE 2801 GUTHRIE HWY STE 500 CLARKSVILLE TN2275 MAIN STORE 1615 POLE LINE RD E TWIN FALLS ID2276 MAIN STORE 1260 GIBSON RD WOODLAND CA2279 MAIN STORE 4901 N KICKAPOO AVE STE 4000 SHAWNEE OK2281 MAIN STORE 1724 VETERANS BLVD MCCOMB MS2282 MAIN STORE 1600 RIVER VALLEY CIR N LANCASTER OH2284 MAIN STORE 2301 W WORLEY COLUMBIA MO2286 MAIN STORE 21017 SALMON RUN MALL LOOP E WATERTOWN NY2287 MAIN STORE 4405 BLACK HORSE PIKE MAYS LANDING NJ2288 MAIN STORE 501 N MAIN ST STE 118 MUSKOGEE OK2290 HOME STORE 6 SOUTHPARK MALL COLONIAL HEIGHTS VA2290 HOME STORE 6 SOUTHPARK MALL COLONIAL HEIGHTS VA2290 MAIN STORE 6 SOUTHPARK MALL COLONIAL HTS VA2294 MAIN STORE 1480 CONCORD PKWY N CONCORD NC2296 MAIN STORE 814 NC 24 27 BYP E ALBEMARLE NC2297 MAIN STORE 10 MALL DR W JERSEY CITY NJ2298 MAIN STORE 311 THREE RIVERS DR KELSO WA2300 MAIN STORE 415 NEW RIVER RD CHRISTIANSBURG VA2303 MAIN STORE 1970 US HWY 70 SE HICKORY NC2304 MAIN STORE 1821 SW WANAMAKER RD TOPEKA KS2305 MAIN STORE 2550 E MORRIS BLVD MORRISTOWN TN2307 MAIN STORE 2302 FRONTAGE RD STE 89 SCOTTSBLUFF NE2309 MAIN STORE 3382 NW FEDERAL HWY JENSEN BEACH FL2311 MAIN STORE 1600 N JACKSON ST TULLAHOMA TN2312 MAIN STORE 300 N MILWAUKEE ST BOISE ID2313 MAIN STORE 60 SMITHFIELD BLVD PLATTSBURGH NY2316 MAIN STORE 2601 DAWSON RD ALBANY GA2317 MAIN STORE 400 MILL AVE SE STE C2 NEW PHILADELPHIA OH2320 MAIN STORE 8501 W BOWLES AVE LITTLETON CO2324 MAIN STORE 435 E CLIFTY DR MADISON IN2326 MAIN STORE 732 FREEMAN LANE GRASS VALLEY CA2327 MAIN STORE 10 BELLIS FAIR PKWY BELLINGHAM WA2329 MAIN STORE 800-50 NEW LOUDON RD LATHAM NY2331 MAIN STORE 1800 TIFFIN AVE FINDLAY OH2332 MAIN STORE 655 CHESHIRE RD LANESBOROUGH MA2333 MAIN STORE 225 COLUMBIA MALL DR BLOOMSBURG PA2338 MAIN STORE 6000 TOWN EAST MALL MESQUITE TX2339 MAIN STORE 1015 W WILL ROGERS CLAREMORE OK2341 MAIN STORE 63455 N HWY 97 STE 93 BEND OR2342 MAIN STORE 282 BERLIN MALL RD UNIT 19 BERLIN VT2343 MAIN STORE 987 E ASH ST PIQUA OH2344 MAIN STORE 1007 N PINE ST DERIDDER LA2345 MAIN STORE 480 MAYBERRY MALL MOUNT AIRY NC2346 MAIN STORE 3 S TUNNEL RD ASHEVILLE NC2347 MAIN STORE 1441 TAMIAMI TRAIL PORT CHARLOTTE FL2348 MAIN STORE 2252 25TH ST COLUMBUS IN2349 MAIN STORE 3300 S AIRPORT RD W TRAVERSE CITY MI2353 MAIN STORE 10315 SILVERDALE WAY NW. SILVERDALE WA

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Equipment Locations StoreNumber Type/Use Address City State2354 MAIN STORE 2010 YAKIMA VALLEY HWY J-1 SUNNYSIDE WA2356 MAIN STORE 1414 SOUTHERN HILLS CTR WEST PLAINS MO2357 MAIN STORE 1350 PILGRIM LN PLYMOUTH IN2358 MAIN STORE 1810 S WEST AVE FREEPORT IL2364 MAIN STORE 3 WALDEN GALLERIA DR CHEEKTOWAGA NY2367 MAIN STORE 6000 MAHONING AVE YOUNGSTOWN OH2368 MAIN STORE 200 W HANLEY AVE COEUR D ALENE ID2369 MAIN STORE 3501 W MAIN ST NORMAN OK2370 MAIN STORE 4200 PORTSMOUTH BLVD CHESAPEAKE VA2372 MAIN STORE 328 ROBERT SMALLS PKWY BEAUFORT SC2373 MAIN STORE 1752 W REELFOOT AVE UNION CITY TN2374 MAIN STORE 1750 E RED CLIFFS DR ST GEORGE UT2375 MAIN STORE 150 RICHLAND SQ RICHLAND CENTER WI2376 MAIN STORE 2 STRATFORD SQ MALL BLOOMINGDALE IL2381 MAIN STORE 300 GREENVILLE W DR STE 1 GREENVILLE MI2382 MAIN STORE 1550 N MITCHELL ST CADILLAC MI2385 MAIN STORE 1199 COLUSA AVE YUBA CITY CA2386 MAIN STORE 9560 MALL RD MORGANTOWN WV2388 MAIN STORE 1131 W RANCHO VISTA BLVD PALMDALE CA2390 MAIN STORE 1353 TUSCULUM BLVD GREENEVILLE TN2391 MAIN STORE 300 CASCADE MALL DR BURLINGTON WA2392 MAIN STORE 1600 N STATE RT 50 BOURBONNAIS IL2396 MAIN STORE 3225 STATE RT 364 STE 165 CANANDAIGUA NY2398 MAIN STORE 900 COMMONS DR STE 900 DOTHAN AL2400 MAIN STORE 1001 BARNES CROSSING RD STE300 TUPELO MS2410 MAIN STORE 2401 S STEMMONS FWY STE 4000 LEWISVILLE TX2411 MAIN STORE 2350 MIRACLE MILE RD #270 BULLHEAD CITY AZ2414 MAIN STORE 355 FLETCHER PKWY EL CAJON CA2415 MAIN STORE 15083 US 19 S THOMASVILLE GA2416 MAIN STORE 270 LOUDON RD CONCORD NH2417 MAIN STORE 1105 WALNUT ST CARY NC2418 MAIN STORE 3800 US HWY 98 N STE 200 LAKELAND FL2419 HOME STORE 6555 E. SOUTHERN AVE., STE 200 MESA AZ2419 MAIN STORE 6525 E SOUTHERN AVE MESA AZ2423 MAIN STORE 780 NW GARDEN VLY BLVD STE 160 ROSEBURG OR2425 MAIN STORE 2900 W WASHINGTON ST STE 92 STEPHENVILLE TX2427 MAIN STORE 278 BLACK GOLD BLVD HAZARD KY2428 MAIN STORE 4400 24TH AVE FORT GRATIOT MI2430 MAIN STORE 10308 SOUTHSIDE BLVD JACKSONVILLE FL2431 MAIN STORE 1100-B HWY 260 COTTONWOOD AZ2433 MAIN STORE 11017 CAROLINA PLACE PKWY PINEVILLE NC2434 HOME STORE 6600 MENAUL BLVD., N.E. ALBUQUERQUE NM2434 MAIN STORE 6600 MENAUL BLVD NE STE 600 ALBUQUERQUE NM2436 MAIN STORE 475 S ST LOUIS ST BATESVILLE AR2438 MAIN STORE 1110 N QUINCY AVE OTTUMWA IA2439 MAIN STORE 1000 MALL RUN RD UNIONTOWN PA2440 MAIN STORE 300 LYCOMING MALL CIR STE 2043 PENNSDALE PA2442 MAIN STORE 4481 S WHITE MOUNTAIN RD STE 5 SHOW LOW AZ2443 MAIN STORE 11130 MALL CIRCLE WALDORF MD2445 MAIN STORE 6840 EASTMAN AVE MIDLAND MI2447 MAIN STORE 864 HWY 12 W STARKVILLE MS2449 MAIN STORE 399 CAMPBELLSVILLE BYPASS CAMPBELLSVILLE KY2452 MAIN STORE 300 MOUNT BERRY SQ NE ROME GA2453 MAIN STORE 6 MCKINLEY MALL BLASDELL NY

SW CORNER PINES BLVD. & SW 2456 HOME STORE 136TH STREET PEMBROKE PINES FL2456 MAIN STORE 11401 PINES BLVD PEMBROKE PINES FL

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Equipment Locations StoreNumber Type/Use Address City State2457 MAIN STORE 9559 DESTINY USA DR SYRACUSE NY2458 MAIN STORE 1601 S BROAD SCOTTSBORO AL2460 MAIN STORE STATE RT 37-ST LAWRENCE CENTRE MASSENA NY2463 MAIN STORE 140 MARSH AVE STATEN ISLAND NY2464 MAIN STORE 1201 BOSTON POST RD MILFORD CT2467 MAIN STORE 1695 ARDEN WAY SACRAMENTO CA2470 MAIN STORE 413 MARKET SQ DR MAYSVILLE KY2472 MAIN STORE 839 3RD AVE JASPER IN2474 MAIN STORE 510 GATE CITY HWY SPACE 360 BRISTOL VA2477 MAIN STORE 3710 HWY 9 FREEHOLD NJ2478 MAIN STORE 1603 NW 107TH AVE MIAMI FL2480 MAIN STORE 22450 TOWN CIR MORENO VALLEY CA2482 MAIN STORE 5725 JOHNSTON ST LAFAYETTE LA2484 MAIN STORE 4730 N DIVISION ST SPOKANE WA2485 MAIN STORE 560 GALLERIA DR JOHNSTOWN PA2486 MAIN STORE 5580 GOODS LN STE 2031 ALTOONA PA2488 MAIN STORE ONE N GALLERIA DR MIDDLETOWN NY2490 MAIN STORE 231 GREECE RIDGE CTR DR GREECE NY2491 MAIN STORE 6 GALLERIA MALL DR TAUNTON MA2494 MAIN STORE 200 PAUL HUFF PKWY NW STE 44 CLEVELAND TN2495 MAIN STORE 1850 ADAMS ST STE 2 MANKATO MN2496 MAIN STORE 500 NEWPARK MALL NEWARK CA2498 MAIN STORE 2727 FAIRFIELD COMMONS BLVD DAYTON OH2503 MAIN STORE 1201 E MAIN CARBONDALE IL2505 MAIN STORE 1201 S DIRKSEN PKWY SPRINGFIELD IL2506 MAIN STORE 2900 E LINCOLN WAY STERLING IL2507 MAIN STORE 312 W PRIEN LAKE RD LAKE CHARLES LA2521 MAIN STORE 9100 N SKYVIEW AVE KANSAS CITY MO2522 MAIN STORE 9056 N 121ST EAST AVE OWASSO OK2523 MAIN STORE 215 CREEKSIDE WAY NEW BRAUNFELS TX2524 MAIN STORE 2421 CRANBERRY HWY STE 290 WAREHAM MA2526 MAIN STORE 7352 GLORY RD BAXTER MN2527 MAIN STORE 500 WINCHESTER AVE ASHLAND KY2529 MAIN STORE 11534 PARKSIDE DR FARRAGUT TN2530 MAIN STORE 1301 CENTER RD AVON OH2534 MAIN STORE 501 C M FAGAN DR HAMMOND LA2535 MAIN STORE SEND TO SL SHARED SERVICES CTR QUEEN CREEK AZ2613 MAIN STORE 1932 E 20TH ST CHICO CA2614 MAIN STORE 1710 S MAIN ST BELLEFONTAINE OH2616 MAIN STORE 2940 WATSON BLVD CENTERVILLE GA2617 MAIN STORE 7600 KINGSTON PIKE STE 900 KNOXVILLE TN2619 MAIN STORE 10101 BROOK RD STE 800 GLEN ALLEN VA2620 MAIN STORE 515 S WESTWOOD POPLAR BLUFF MO2622 MAIN STORE 2301 DEL PRADO BLVD STE 700 CAPE CORAL FL2624 MAIN STORE 3401 NICHOLASVILLE RD STE 116 LEXINGTON KY2625 MAIN STORE 4370 I-75 BUSINESS SPUR SAULT STE MARIE MI2626 MAIN STORE 1312 W SUNSET RD HENDERSON NV2629 MAIN STORE 1050 S BISHOP AVE ROLLA MO2631 MAIN STORE 58000 TWENTY-NINE PALMS HWY YUCCA VALLEY CA2632 MAIN STORE 4 MID RIVERS MALL ST PETERS MO2633 MAIN STORE 3507 MANCHESTER EXPWY STE E COLUMBUS GA2646 MAIN STORE 4021 BURBANK RD WOOSTER OH2647 MAIN STORE 210 ANDOVER ST PEABODY MA2648 MAIN STORE 400 BREA MALL BREA CA2649 HOME STORE 510 WESTMINSTER MALL WESTMINSTER CA

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Equipment Locations StoreNumber Type/Use Address City State2649 MAIN STORE 400 WESTMINSTER MALL WESTMINSTER CA2650 MAIN STORE 1050 LAYTON HILLS MALL LAYTON UT2651 MAIN STORE 68 GATEWAY MALL LINCOLN NE2653 MAIN STORE 4770 GOLF RD EAU CLAIRE WI2654 MAIN STORE 100 COMMERCIAL RD UNIT 180 LEOMINSTER MA2655 MAIN STORE 90 W 5TH ST DOUGLAS AZ2657 MAIN STORE 939 NE D ST GRANTS PASS OR2660 MAIN STORE 20505 S DIXIE HWY MIAMI FL2661 MAIN STORE 4 HAWTHORN CTR VERNON HILLS IL2662 MAIN STORE 578 AVIATION RD STE 3 QUEENSBURY NY2663 MAIN STORE 377 S MILLS RD VENTURA CA2671 MAIN STORE 2180 NE HWY 99 W MCMINNVILLE OR2672 MAIN STORE 380 N COOPER DR HENDERSON NC2676 MAIN STORE 1215 S MAIN ST SIKESTON MO2677 MAIN STORE 9301 TAMPA AVE NORTHRIDGE CA2678 MAIN STORE 658 RICHLAND MALL MANSFIELD OH2679 MAIN STORE 525 UNION ST WATERBURY CT2682 MAIN STORE 1901 NW EXPWY STE 1200 OKLAHOMA CITY OK2683 MAIN STORE 17177 ROYALTON RD BOX 3 STRONGSVILLE OH2685 MAIN STORE 3851 S COOPER ST ARLINGTON TX2687 MAIN STORE 651 W WASHINGTON SEQUIM WA2689 MAIN STORE 2700 MIAMISBURG-CENTERVILLE RD CENTERVILLE OH2690 MAIN STORE 1000 TURTLE CREEK DR HATTIESBURG MS2692 MAIN STORE 2422 W KETTLEMAN LANE LODI CA2693 MAIN STORE 3127 STOCKTON HILL RD KINGMAN AZ2695 MAIN STORE 16280 DRESDEN AVE SPACE M E LIVERPOOL OH2696 MAIN STORE 11200 LAKELINE MALL DR CEDAR PARK TX2697 MAIN STORE 16529 SOUTHWEST FRWY SUGARLAND TX2698 MAIN STORE 3100 NAGLEE RD TRACY CA2700 MAIN STORE 5083 TUTTLE CROSSING BLVD DUBLIN OH2702 MAIN STORE 197 WESTBANK EXPY STE 2 GRETNA LA2703 MAIN STORE 2756 N GERMANTOWN PKWY MEMPHIS TN2704 MAIN STORE 10000 COORS BYPASS NW ALBUQUERQUE NM2705 MAIN STORE 501 EAGLE RIDGE DR LAKE WALES FL2706 MAIN STORE 458 N VIRGINIA AVE TIFTON GA2707 MAIN STORE 2175 S KOELLER ST OSHKOSH WI2708 MAIN STORE 573 DONALD LYNCH BLVD MARLBOROUGH MA2709 MAIN STORE 4201 N SHILOH DR FAYETTEVILLE AR2712 MAIN STORE 3501 CAPITAL CITY MALL CAMP HILL PA2713 MAIN STORE 95 STORRS RD WILLIMANTIC CT2715 MAIN STORE 14659 N US HWY 25 E STE 22 CORBIN KY2716 MAIN STORE 2215 MEMORIAL DR WAYCROSS GA2718 MAIN STORE 100 BAYCHESTER AVE BRONX NY2719 MAIN STORE 715 OMACHE DR OMAK WA2720 MAIN STORE 200 BEAVER VALLEY MALL MONACA PA2721 MAIN STORE 3159 W BROADWAY SEDALIA MO2722 MAIN STORE 9409 W COLONIAL DR OCOEE FL2725 MAIN STORE 3350 E FLORAL AVE SELMA CA2726 MAIN STORE 1481 WAGNER AVE GREENVILLE OH2728 MAIN STORE 1111 E TYLER ST STE 127 ATHENS TX2729 MAIN STORE 3311 IOWA ST LAWRENCE KS2730 MAIN STORE 6200 20TH ST STE 700 VERO BEACH FL2731 MAIN STORE 1409 EHRINGHAUS ST ELIZABETH CITY NC2732 MAIN STORE 10300 LITTLE PATUXENT PKWY COLUMBIA MD2736 MAIN STORE 3500 EAST WEST HWY STE 1000 HYATTSVILLE MD2738 MAIN STORE 11160 VEIRS MILL RD WHEATON MD2739 MAIN STORE 20131 HWY 59N STE 3000 HUMBLE TX

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Equipment Locations StoreNumber Type/Use Address City State2740 MAIN STORE 151 MARYSVILLE TOWNE CTR MARYSVILLE WA2741 MAIN STORE 318 E FAIRMOUNT AVE LAKEWOOD NY2742 MAIN STORE 1840 COUNTRYSIDE DR TURLOCK CA2743 MAIN STORE 1000 BONITA LAKE CIRCLE MERIDIAN MS2744 MAIN STORE 14730 E INDIANA AVE SPOKANE WA2748 MAIN STORE 10400 MILL RUN CIR OWINGS MILLS MD2749 MAIN STORE 21030 DULLES TOWN CIR STERLING VA2750 MAIN STORE PO BOX 5147 GASTONIA NC2751 MAIN STORE PLAZA LAS AMERICAS S/C SAN JUAN PR2752 MAIN STORE 1403 PALISADES CTR DR WEST NYACK NY2753 MAIN STORE 6201 BLUEBONNET BLVD BATON ROUGE LA2754 MAIN STORE 3055 BLACK GAP RD CHAMBERSBURG PA2755 MAIN STORE 120 NIBLICK RD PASO ROBLES CA2756

HOME STORE

3147 MIDDLE COUNTY ROAD LAKE GROVESHOPPING CENTER

LAKE GROVE

NY

2756 MAIN STORE 9 SMITH HAVEN MALL LAKE GROVE L I NY2756 OUTSIDE STOCKROOM 390 OSER AVENUE HAPPAUGE NY2756 OUTSIDE STOCKROOM 313 SMITH HAVEN MALL LAKE GROVE NY2757 MAIN STORE 8417 S PARK MEADOWS CTR DR LONE TREE CO2758 MAIN STORE 1471 CORAL RIDGE AVE CORALVILLE IA2760 MAIN STORE 23415 THREE NOTCH RD STE 2016 CALIFORNIA MD2761 MAIN STORE 11500 MIDLOTHIAN TPKE RICHMOND VA2762 MAIN STORE 8102 CITRUS PARK TOWN CTR TAMPA FL2763 MAIN STORE 1201 LAKE WOODLANDS DR STE 500 THE WOODLANDS TX2765 MAIN STORE 219 MARLBORO AVE STE 21 EASTON MD2766 MAIN STORE 2001 COTTMAN AVE PHILADELPHIA PA2767 MAIN STORE 1500 S WILLOW ST MANCHESTER NH2768 MAIN STORE 1500 RT 47 STE 21B RIO GRANDE NJ2769 MAIN STORE 1512 MILITARY RD BENTON AR2770 MAIN STORE 1200 TOWNE CENTRE BLVD STE B PROVO UT2773 ADDITIONAL SPACE 400 ERNEST W BARRETT PKWY NW KENNESAW GA2773 HOME STORE 667 ERNEST BARRETT PARKWAY, SUITE 300 KENNESAW GA2773 MAIN STORE 400 ERNEST W BARRETT PKWY NW KENNESAW GA2775 MAIN STORE 1750 DEPTFORD CENTER RD STE D DEPTFORD NJ2775

OUTSIDE STOCKROOM

165 NINTH AVE, UNIT D BOROUGH OFRUNNEMEDE

DEPTFORD

NJ

2776 MAIN STORE 3333 BUFORD DR BUFORD GA2777 MAIN STORE 381 WEST ST KEENE NH2782 MAIN STORE 5055 2ND AVE STE 28 KEARNEY NE2783 MAIN STORE 40640 WINCHESTER RD TEMECULA CA2784 MAIN STORE 6101 CALHOUN MEMOR HWY STE A EASLEY SC2785 MAIN STORE 3774 RIVERTOWN PRKWY SW GRANDVILLE MI2788 MAIN STORE 259 INDIAN MOUND DR MT STERLING KY2789 MAIN STORE 10308 W FOREST HILL BLVD WELLINGTON FL2795 MAIN STORE 2607 PRESTON RD FRISCO TX2796 MAIN STORE 1125 GALLERIA BLVD ROSEVILLE CA2797 MAIN STORE 100 MALL DR UNIT B STEUBENVILLE OH2799 MAIN STORE 1611 VIRGINIA AVE STE 605 NORTH BEND OR2801 MAIN STORE 1450 POLARIS PKWY COLUMBUS OH2802 MAIN STORE 2000 ROBINSON TOWN CTR PITTSBURGH PA2803 MAIN STORE 2304 E JACKSON ST MACOMB IL2804 MAIN STORE 8040 MALL PKWY LITHONIA GA2805 MAIN STORE 6910 FAYETTEVILLE RD STE 600 DURHAM NC2806 MAIN STORE 2370 N EXPWY STE 2000 BROWNSVILLE TX2807 MAIN STORE 5690 HARVEY ST MUSKEGON MI

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Equipment Locations StoreNumber Type/Use Address City State2808 MAIN STORE 301A S SERVICE RD BLYTHEVILLE AR2809 MAIN STORE 12300 JEFFERSON AVE STE 500 NEWPORT NEWS VA2810 MAIN STORE 140 S 24TH ST W BILLINGS MT2812 MAIN STORE 202 E 24TH ST COLUMBUS NE2813 MAIN STORE 1909 US HWY 421 N WILKESBORO NC2814 MAIN STORE 92-59 59TH AVE ELMHURST NY2815 MAIN STORE 3200 GATEWAY BLVD PRESCOTT AZ2816 MAIN STORE 3351 S DOGWOOD EL CENTRO CA2817 MAIN STORE 2540 SYCAMORE RD DE KALB IL2819 MAIN STORE 1627 OPELIKA RD STE 69 AUBURN AL2820 MAIN STORE 6650 DOUGLAS BLVD DOUGLASVILLE GA2820 STYLING SALON 6650 DOUGLAS BLVD. DOUGLASVILLE GA2821 MAIN STORE 4340 SERGEANT RD SIOUX CITY IA2822 MAIN STORE 1600 NE 23RD ST POMPANO BEACH FL2823 MAIN STORE 12399 S MAINSTREET RANCHO CUCAMONGA CA2824 MAIN STORE 6620 TOWNE CENTER LOOP STE E SOUTHAVEN MS2825 MAIN STORE 12550 RIVERDALE BLVD COON RAPIDS MN2826 MAIN STORE 333 N HWY 67 CEDAR HILL TX2827 MAIN STORE 2611 E MAIN ST PLAINFIELD IN2828 MAIN STORE 2000 N NEIL ST CHAMPAIGN IL2829 MAIN STORE 13701 GROVE DR MAPLE GROVE MN2829 SIGN AGREEMENT 13701 GROVE DR MAPLE GROVE MN2830 MAIN STORE 7200 E HARRISON AVE ROCKFORD IL2832 MAIN STORE 1401 GREENBRIER PKWY STE 3000 CHESAPEAKE VA2833 MAIN STORE 6909 N LOOP 1604 E SAN ANTONIO TX2834 MAIN STORE 69340 HWY 21 COVINGTON LA2835 MAIN STORE 3000 E HIGHLAND DR STE 516 JONESBORO AR2838 MAIN STORE 877 NE ALSBURY BLVD BURLESON TX2839 MAIN STORE 31510 GRATIOT AVE ROSEVILLE MI2840 MAIN STORE 1236 EASTDALE MALL MONTGOMERY AL2841 MAIN STORE 2209 VETERANS BLVD DEL RIO TX2842 MAIN STORE 13333 W MCDOWELL RD GOODYEAR AZ2843 MAIN STORE 10083 GULF CENTER DR FORT MYERS FL2844 MAIN STORE 100 BAYBROOK MALL FRIENDSWOOD TX2845 MAIN STORE 3742 BROOKWALL DR STE 10 AKRON OH2846 MAIN STORE 5050 E RAY RD PHOENIX AZ2847 MAIN STORE 167 PITTSBURGH MILL CIR TARENTUM PA2848 MAIN STORE 4485 S GRAND CANYON DR LAS VEGAS NV2849 MAIN STORE 10000 ALABAMA ST REDLANDS CA2850 MAIN STORE 28151 STATE RD 56 WESLEY CHAPEL FL2862 MAIN STORE 3459 PRINCETON RD HAMILTON OH2863 MAIN STORE 23523 GRAND CIRCLE BLVD KATY TX2864 MAIN STORE 3001 WHITE BEAR AVE MAPLEWOOD MN2865 MAIN STORE 8348 TAMARACK VILLAGE WOODBURY MN2866 MAIN STORE 800 WILLARD DR ASHWAUBENON WI2867 MAIN STORE 301 OAK SPRING RD WASHINGTON PA2868 MAIN STORE 401 S MT JULIET RD STE 630 MT JULIET TN2869 MAIN STORE 5060 PINNACLE SQ BIRMINGHAM AL2870 MAIN STORE 17610 E 39TH ST S INDEPENDENCE MO2871 MAIN STORE 240 BANKS CROSSING FAYETTEVILLE GA2872 MAIN STORE 1380 HWY 20 W MCDONOUGH GA2873 MAIN STORE 304 FORUM DR COLUMBIA SC2874 MAIN STORE 341 NEWNAN CROSSING BYP NEWNAN GA2875 MAIN STORE 22500 TOWN CENTER AVE SPANISH FORT AL2876 MAIN STORE 14658 DELAWARE ST WESTMINSTER CO2877 MAIN STORE 17710 LA CANTERA PKWY SAN ANTONIO TX2878 MAIN STORE 4680 HIGH POINTE BLVD HARRISBURG PA

Page 18 of 22

Equipment Locations StoreNumber Type/Use Address City State2879 MAIN STORE 2202 BELLVIEW RD ROGERS AR2880 MAIN STORE STATE HWY 16 & RT 302 NORTH CONWAY NH2881 MAIN STORE 300 MEMORIAL CITY WAY HOUSTON TX2883 MAIN STORE 2500 SMITH RANCH RD PEARLAND TX2884 MAIN STORE 12351 N IH-35 AUSTIN TX2885 MAIN STORE 5120 FAIRMONT PKWY PASADENA TX2888 MAIN STORE 2100 PLEASANT HILL RD DULUTH GA2889 MAIN STORE 1727 W BETHANY HOME RD PHOENIX AZ2901 MAIN STORE 8752 MICHIGAN RD INDIANAPOLIS IN2902 MAIN STORE 1900 E RIO SALADO PKWY STE 140 TEMPE AZ2903 MAIN STORE 3141 WATERMILL DR BURLINGTON NC2904 MAIN STORE 9500 S IH-35 STE H AUSTIN TX2905 MAIN STORE 3001 TEXAS SAGE TRL FORT WORTH TX2905 SIGN AGREEMENT 3001 TEXAS SAGE TRAIL FORT WORTH TX2906 MAIN STORE 1720 OLD FORT PKWY MURFREESBORO TN2907 MAIN STORE 6302 S CENTRAL ST AURORA CO2908 MAIN STORE 100 COLUMBIANA CIR #102 COLUMBIA SC2909 MAIN STORE 7939 HWY N DARDENNE PRAIRIE MO2910 MAIN STORE 7751 TOWNE CENTER PKWY PAPILLION NE2911 MAIN STORE 11552 S DISTRICT DR SOUTH JORDAN UT2912 MAIN STORE 10904 STADIUM PKWY KANSAS CITY KS2913 MAIN STORE 5265 S CALLE SANTA CRUZ TUCSON AZ2914 MAIN STORE 2600 S SHACKLEFORD RD LITTLE ROCK AR2915 MAIN STORE 135 BOCKMAN DR FORT COLLINS CO2916 MAIN STORE 400 N UNION ST OLEAN NY2917 MAIN STORE 955 S HOVER ST LONGMONT CO2918 MAIN STORE 340 S COLONIAL DR ALABASTER AL2919 MAIN STORE 2890 N MAIN ST SANTA ANA CA2920 MAIN STORE 9480 VILLAGE PLACE BLVD BRIGHTON MI2921 MAIN STORE 5751 LONG PRAIRIE RD FLOWER MOUND TX2922 MAIN STORE 13900 HOARD DR NOBLESVILLE IN2924 MAIN STORE 7400 WOODWARD AVE WOODRIDGE IL2925 MAIN STORE 8201 FLYING CLOUD DR EDEN PRAIRIE MN2926 MAIN STORE 7451 YOUREE DR SHREVEPORT LA2927 MAIN STORE 410 PORTERS VALE BLVD VALPARAISO IN2928 MAIN STORE 1100 OGDEN AVE MONTGOMERY IL2929 MAIN STORE SEND TO SL SHARED SERVICES CTR CRYSTAL LAKE IL2930 MAIN STORE 1600 ORCHARD GATEWAY BLVD NORTH AURORA IL2931 MAIN STORE 3100 MAIN ST STE 1000 MAUMEE OH2932 MAIN STORE 3400 RIO GRANDE AVE MONTROSE CO2933 MAIN STORE 1200 N HAPPY VALLEY RD NAMPA ID2934 MAIN STORE 151 UNIVERSITY OAKS ROUND ROCK TX2934 SIGN AGREEMENT 151 UNIVERSITY OAKS ROUND ROCK TX2935 MAIN STORE 2071 COLISEUM DR HAMPTON VA2936 MAIN STORE 1041 N PROMENADE PKWY CASA GRANDE AZ2937 MAIN STORE 14659 RAMONA AVE CHINO CA2939 MAIN STORE 7400 SAN PEDRO AVE SAN ANTONIO TX2940 MAIN STORE 5651 HWY 95 N LAKE HAVASU CITY AZ2941 MAIN STORE 2400 S SERVICE RD MOORE OK2942 MAIN STORE 7271 SE 29TH ST MIDWEST CITY OK2943 MAIN STORE 3675 STONE CREEK BLVD COLERAIN TOWNSHIP OH2944 MAIN STORE 25646 HWY 290 CYPRESS TX2944 SIGN AGREEMENT 25646 HWY 290 CYPRESS TX2945 MAIN STORE 2001 W OSCEOLA PKWY KISSIMMEE FL2946 MAIN STORE 1015 E I 30 ROCKWALL TX2948 MAIN STORE 3065 RT 50 SARATOGA SPRINGS NY

Page 19 of 22

Equipment Locations StoreNumber Type/Use Address City State2949 MAIN STORE 1441 N HWY 77 WAXAHACHIE TX2950 MAIN STORE 800 S RANDALL RD ALGONQUIN IL2951 MAIN STORE 2940 COMMERCE DR JOHNSBURG IL2952 MAIN STORE 4451 PROMENADE WAY MATTESON IL2952 SIGN AGREEMENT 4451 PROMENADE WAY MATTESON IL2953 MAIN STORE 8100 N FLINTLOCK RD KANSAS CITY MO2954 MAIN STORE N96W18515 COUNTY LINE RD MENOMONEE FALLS WI2955 MAIN STORE 4951 SLATTEN RANCH RD ANTIOCH CA2955 SIGN AGREEMENT 4951 SLATTEN RANCH RD ANTIOCH CA2956 MAIN STORE 550 PINNACLE PL PRATTVILLE AL2957 MAIN STORE 4185 RIVERDALE RD RIVERDALE UT2959 MAIN STORE 419 E TRENTON RD EDINBURG TX2960 MAIN STORE 1950 JOE BATTLE BLVD EL PASO TX2961 MAIN STORE 3125 LOUISIANA AVE LAFAYETTE LA2962 MAIN STORE 725 ADAMS DR WEATHERFORD TX2963 MAIN STORE 1996 MEMORIAL DR STE 1 ST JOHNSBURY VT2964 MAIN STORE 2060 SAM RITTENBERG BLVD CHARLESTON SC2965 MAIN STORE 3650 NEW CENTER PT COLORADO SPRINGS CO2966 MAIN STORE 8568 E 49TH AVE DENVER CO

CHESTERFIELD 2967 MAIN STORE 50753 WATERSIDE DR TOWNSHP MI2968 MAIN STORE 24201 BRAZOS TOWN CROSSING ROSENBERG TX2968 SIGN AGREEMENT 24201 BRAZOS TOWN CROSSING ROSENBERG TX2969 MAIN STORE 610 GRAHAM DR SHERMAN TX2970 MAIN STORE 5181 PEPPER ST SPRING HILL FL2971 MAIN STORE 300 TOWN CENTER BLVD WHITE LAKE TOWNSHIP MI2972 MAIN STORE 43690 FORD RD CANTON MI2973 MAIN STORE 11325 W LINCOLN HWY MOKENA IL2975 MAIN STORE 3333 MARKET PLACE DR COUNCIL BLUFFS IA2976 MAIN STORE 515 CABELA DR TRIADELPHIA WV2977 MAIN STORE 5886 HIGHWAY 100 WASHINGTON MO2978 MAIN STORE 9365 FIELDS ERTEL RD CINCINNATI OH2979 MAIN STORE 2345 S HWY 27 CLERMONT FL2980 MAIN STORE 3165 INTERSTATE 45 N CONROE TX2980 SIGN AGREEMENT 3165 INTERSTATE 45 N CONROE TX2982 MAIN STORE 301 STACY RD FAIRVIEW TX2983 MAIN STORE 800 BARNES ST SAN MARCOS TX2984 MAIN STORE 2037 LANTERN RIDGE DR RICHMOND KY2985 MAIN STORE 6200 GRANDVIEW PKWY DAVENPORT FL2986 MAIN STORE 200 MARKET ST FLOWOOD MS2987 MAIN STORE 1001 RAINBOW DR GADSDEN AL2988 MAIN STORE 7700 POLO GROUNDS BLVD MEMPHIS TN2989 MAIN STORE 1800 COASTAL GRAND CIR MYRTLE BEACH SC2990 MAIN STORE 6901 W 135TH ST OVERLAND PARK KS2991 MAIN STORE 5335 W LOOP 1604 N SAN ANTONIO TX2991 SIGN AGREEMENT 5335 W LOOP 1604 N SAN ANTONIO TX2992 MAIN STORE 4190 E COURT ST STE 500 BURTON MI2992 SIGN AGREEMENT 4190 E COURT ST STE 500 BURTON MI2993 MAIN STORE 798 GRAVOIS BLUFFS BLVD FENTON MO2993 SIGN AGREEMENT BELLEFONTAINE FENTON MO2993 SIGN AGREEMENT 798 GRAVOIS BLUFFS BLVD FENTON MO2993 SIGN AGREEMENT LOT 8A FENTON MO2994 MAIN STORE 3363 LOWERY PKWY FULTONDALE AL2995 MAIN STORE 5858 E SAM HOUSTON PKWY N HOUSTON TX2995 SIGN AGREEMENT 5858 E SAM HOUSTON PKWY N HOUSTON TX2997 MAIN STORE 206 BLUEFISH DR PANAMA CITY BEACH FL2998 MAIN STORE 19005 SE MILL PLAIN BLVD VANCOUVER WA

Page 20 of 22

Equipment Locations StoreNumber Type/Use Address City State2999 MAIN STORE 1060 PERIMETER DR MANTECA CA3003 CATALOG OUTLET - 30 8702 N 2ND ST MACHESNEY PARK IL3010 CATALOG OUTLET - 30 240 COMMONWEALTH BLVD W STE145 MARTINSVILLE VA3013 CATALOG OUTLET - 30 9495 W 75TH ST OVERLAND PARK KS3014 CATALOG OUTLET - 30 190 E GLENDALE AVE SPARKS NV3029 CATALOG OUTLET - 30 4410 MILLS CIR ONTARIO CA3034 CATALOG OUTLET - 30 2442 ROMIG RD AKRON OH3036 CATALOG OUTLET - 30 246 JAMESTOWN MALL FLORISSANT MO3037 CATALOG OUTLET - 30 3050 N 5TH ST READING PA3040 CATALOG OUTLET - 30 3430 PRESTON HWY LOUISVILLE KY3900 AIR BRIDGE 406 W. 5TH AVENUE ANCHORAGE AK3900 PARKING 406 W. 5TH AVENUE ANCHORAGE AK4306 TELEMARKETING 1001 COMMERCE DRIVE HARMARVILLE PA4534 CUSTOM DECORATING 4741 & 4801 URBANI AVENUE MCCLELLAN CA4573

CUSTOM DECORATING

4455-4497 SOUTH 134TH PL. BUILDING B,SUITE 4475

TUKWILA

WA

4573 CUSTOM DECORATING 331 SOUTH RIVER DRIVE, STE 4 TEMPE AZ5071 TREASURY GOLF ROAD & MILWAUKEE AVE. NILES IL9005 LOGISTIC CENTER 1634 SALISBURY ROAD STATESVILLE NC9005 PARKING 1634 SALISBURY ROAD STATESVILLE NC9005 PARKING 1211 BARKLEY ROAD STATESVILLE NC9005 PARKING STATESVILLE NC9010 LOGISTIC CENTER 6800 VALLEY VIEW AVENUE BUENA PARK CA9041 OFFICES 3801 PARKWOOD BLVD SUITE D-100 FRISCO TX9100 ACCOUNTING OFFICE 310 SOUTH MAIN ST. SALT LAKE CITY UT9100 PARKING 45 EAST BROADWAY SALT LAKE CITY UT9113 ECKERD DRUG - CVS 3821 ELLISON DRIVE NW ALBUQUERQUE NM9130 LOGISTIC CENTER 5555 SCARBOROUGH BLVD. COLUMBUS OH9131 LOGISTIC CENTER 11800 W. BURLEIGH ROAD WAUWATOSA WI9132 LOGISTIC CENTER 10500 LACKMAN ROAD LENEXA KS9224 LAND 501 D’ARCY PARKWAY LATHROP CA9224 LOGISTIC CENTER 700 D’ARCY PARKWAY LATHROP CA9275 ADDITIONAL SPACE 124 ROSE LANE, SUITE 106 FRISCO TX9316 LOGISTIC CENTER 11111 STEAD BLVD. RENO NV9317 LOGISTIC CENTER 1339 TOLLAND TPK MANCHESTER CT9435

LOGISTIC CENTER

1701 INTERMODAL PARKWAY; ALLIANCEAIRPORT

HASLET

TX

9442 STORE SUPPORT CENTER 1650 S HWY 67 CEDAR HILL TX9450 STORE SUPPORT CENTER 6800 STATE ROAD 33 LAKELAND FL9451 PARKING 1302 PUYALLUP STREET SUMNER WA9451 STORE SUPPORT CENTER 2932 142ND AVENUE EAST SUMNER WA9454 STORE SUPPORT CENTER 400 HIGHWAY 6 SPANISH FORK UT9486

LOGISTIC CENTER

5500 SOUTH EXPRESSWAY/120 PENNEYRD/5500 FRONTAGE ROAD

ATLANTA/FOREST PARK

GA

9707 STORE SUPPORT CENTER 1200 NORTHBROOK PARKWAY, SUITE 180 SUWANEE GA9900 OFFICES 560 SOUTH WINCHESTER BLVD. SAN JOSE CA9900 OFFICES 601 PENNSYLVANIA AVE NW WASHINGTON DC9900 ACCOUNTING OFFICE 6501 LEGACY DRIVE PLANO TX9900 HANGER FOR CORP AIRCRAFT 8111 LEMON AVE, STE 150 DALLAS TX9900 OFFICES 3600 SOUTH HARBOR BLVD OXNARD CA9900 OFFICES 300 SOUTH EL CAMINO ROAD, SUITE 201 SAN CLEMENTE CA9900 OFFICES 649 MISSION STREET SAN FRANCISCO CA9900 OFFICES 328 BARRY AVENUE WAYZATA MN

Page 21 of 22

Equipment Locations StoreNumber Type/Use Address City State9900 OFFICES TWO CITY PLACE DRIVE, 2ND FL ST LOUIS MO9900 OFFICES 1501 BROADWAY, 12TH FLOOR NEW YORK NY9900 OFFICES 256 WEST 36TH STREET, 7TH FLOOR NEW YORK NY9900 OFFICES 411 LAFAYETTE ST, 6TH FL NEW YORK NY9900

QUALITY ASSURANCE

1625 CRESCENT CIRCLE, SUITES 115 AND112

CARROLLTON

TX

Page 22 of 22

Inventory Locations

(see attached)

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

1 WY KEMMERER 831010110 722 J C PENNEY DR4 SD BROOKINGS 570062830 990 22ND AVE S5 FL JACKSONVILLE 322258293 9501 ARLINGTON EXPY STE 1057 NY AUBURN 130219532 1579 CLARK STREET RD

27 OR HAPPY VALLEY 970867717 12300 SE 82ND AVE30 MN BURNSVILLE 553064997 14301 BURNHAVEN DR43 CO ALAMOSA 811012595 621 MAIN ST55 TX LUFKIN 759015695 4600 S MEDFORD DR STE 200058 PR PONCE 007171312 2050 PONCE BY PASS STE 20067 PA WHITEHALL 180525797 500 LEHIGH VALLEY MALL89 SC ROCK HILL 297307939 2321 DAVE LYLE BLVD90 AZ TUCSON 857051693 4530 N ORACLE RD99 NC FAYETTEVILLE 283037299 300 CROSS CREEK MALL

106 WA SEATTLE 981258514 401 NE NORTHGATE WAY STE 475113 ND WILLISTON 588015305 403 MAIN STREET116 NH SALEM 030792977 81 ROCKINGHAM PARK BLVD120 WY CASPER 826094202 301 WYOMING BLVD SE130 NY JOHNSON CITY 137901286 601-635 HARRY L DR STE 99133 NH ROCHESTER 038678804 25 LILAC MALL (RT 125)141 OK ARDMORE 734011829 1207 N COMMERCE157 AZ CHANDLER 852861587 2180 S GILBERT RD161 GA HIRAM 301412733 5043 JIMMY LEE SMITH PKWY168 PA NORTH WALES 194543907 300 MONTGOMERY MALL170 KY MURRAY 420711692 720 N 12TH ST (US 641)171 WI PLEASANT PRAIRIE 531581142 10225 77TH ST174 NY NEW YORK 100013202 100 W 32ND ST178 TN OAK RIDGE 378306778 333 MAIN ST STE 200179 TX DALLAS 752317720 6051 SKILLMAN ST183 TN CHATTANOOGA 374216049 2100 HAMILTON PLACE BLVD184 MO LEES SUMMIT 640865718 990 NW BLUE PKWY185 IL GALESBURG 614011349 1150 W CARL SANDBURG DR192 VA FAIRFAX 220333398 11801 FAIR OAKS MALL194 MD LANHAM 207061673 9100 MCHUGH DR STE 576195 CA DALY CITY 940152345 63 SERRAMONTE CTR197 NY BROOKLYN 112392822 360 GATEWAY DR199 PA MONROEVILLE 151462247 500 MONROEVILLE MALL201 NC MATTHEWS 281054617 10101 E INDEPENDENCE BLVD204 VA WOODBRIDGE 221924625 2700 POTOMAC MILLS CIR209 MD ABINGDON 210092020 3411 MERCHANT BLVD211 SD SIOUX FALLS 571066501 3200 W EMPIRE MALL217 CA VICTORVILLE 923925402 14370 BEAR VALLEY RD218 IN INDIANAPOLIS 462501578 6020 E 82ND ST STE 700219 AL MOBILE 366063411 3400 BELL AIR MALL220 WA UNION GAP 989031634 1500 E WASHINGTON AVE221 PA HANOVER 173311200 1155 CARLISLE ST224 CA SAN BERNARDINO 924081921 300 INLAND CTR226 TX MCALLEN 785035478 2200 S 10TH ST227 NY BROOKLYN 112345208 5100 KINGS PLZ STE 2201

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

231 UT SANDY 840704176 10450 S STATE ST STE 2100232 WA TACOMA 984097265 4502 S STEELE STE 200237 IL ORLAND PARK 604626596 3 ORLAND SQ DR241 NJ CHERRY HILL 080022144 2000 RT 38 STE 1000246 CA CARSON 907463796 20700 AVALON BLVD249 IL JACKSONVILLE 626503145 901 W MORTON250 CA LAKEWOOD 907122482 67 LAKEWOOD CTR MALL251 AZ GLENDALE 853088612 7750 W ARROWHEAD TOWNE CENTER253 IN MUNCIE 473031295 3501 GRANVILLE AVE258 MO FARMINGTON 636401951 734 MARKET ST259 TX TEMPLE 765021953 3111 S 31ST ST STE 3301260 CA REDDING 960034080 950 DANA DR268 WV BRIDGEPORT 263309775 2500 MEADOWBROOK MALL270 NY CORTLAND 130453580 854 STATE RTE 13273 MD GAITHERSBURG 208772696 701 RUSSELL AVE283 SC SUMTER 291502567 1057 BROAD ST287 FL SEBRING 338702131 901 US 27 N STE 150288 OR PORTLAND 972234429 9500 SW WASHINGTON SQ RD304 TX LONGVIEW 756054488 3550 MCCANN RD309 IN VINCENNES 475913630 640 NIBLACK BLVD318 MN ROCHESTER 559022169 101 APACHE MALL321 FL ALTAMONTE SPRINGS 327014634 451 E ALTAMONTE DR STE 1301322 TN COOKEVILLE 385014034 400 DUBOIS RD334 CA FAIRFIELD 945334699 1330 TRAVIS BLVD345 CA HEMET 925453666 2200 W FLORIDA AVE351 AR RUSSELLVILLE 728022003 3057 E MAIN355 IN GREENWOOD 461424526 1251 US 31 N367 RI WARWICK 028861683 400 BALD HILL RD373 MD LA VALE 215027798 1262 VOCKE RD STE 300384 IA AMES 500104655 2901 N GRAND AVE389 CA PLEASANTON 945883276 1500 STONERIDGE MALL RD395 PA HERMITAGE 161480056 3405 E STATE ST400 MI BIG RAPIDS 493071807 125 S MICHIGAN AVE403 LA HOUMA 703641495 5953 W PARK AVE STE 3000419 TN JACKSON 383054986 2021 N HIGHLAND AVE STE 15424 FL PENSACOLA 325046397 7171 N DAVIS HWY AND RT 10426 CT TORRINGTON 067906301 251 HIGH ST439 NY VICTOR 145641002 600 EASTVIEW MALL450 NM GALLUP 873015394 1300 W MALONEY AVE STE A456 NE GRAND ISLAND 688032399 3404 W 13TH ST465 CA SANTA CLARITA 913553913 24140 MAGIC MOUNTAIN PKY466 IL ALTON 620025998 150 HOMER ADAMS PKWY479 FL GAINESVILLE 326054398 6481 NEWBERRY RD481 ID POCATELLO 832022494 4201 YELLOWSTONE AVE485 TX ABILENE 796062798 4310 BUFFALO GAP RD487 IN TERRE HAUTE 478025588 3401 S US 41494 CA MERCED 953482496 600 MERCED MALL496 MN ROSEVILLE 551133096 1700 W COUNTY RD B-2

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

497 NJ ROCKAWAY 078662147 305 MOUNT HOPE AVE514 ME PRESQUE ISLE 047692276 830 MAIN ST528 MI ALMA 488011099 1680 WRIGHT AVE529 MD HAGERSTOWN 217406999 17301 VALLEY MALL RD STE 400530 VT SOUTH BURLINGTON 054036280 155 DORSET ST539 NY OSWEGO 131262964 140 STATE ROUTE 104 STE A549 LA METAIRIE 700024879 3301 VETERANS MEMORIAL BLVD557 CA WHITTIER 906032383 15740 WHITTWOOD LANE559 CO GRAND JUNCTION 815051115 2424 US 6TH AND 50TH562 NY BAY SHORE 117066081 1701 SUNRISE HWY566 CA CARLSBAD 920081202 2555 EL CAMINO REAL578 MA HOLYOKE 010402736 50 HOLYOKE ST579 TX ODESSA 797627287 4101 E 42ND ST581 TN COLUMBIA 384014388 800 S JAMES CAMPBELL BLVD582 OH TOLEDO 436233699 5001 MONROE ST601 WA PUYALLUP 983733779 3700 S MERIDIAN ST608 AR HARRISON 726012189 814 US HWY 62-65 N STE 27611 TX LUBBOCK 794144310 6002 SLIDE RD-BLDG A620 FL DAYTONA BEACH 321141398 1700 W INTL SPEEDWAY BLVD631 TX SAN ANTONIO 782389893 6301 NW LOOP 410634 CA NATIONAL CITY 919508097 3040 PLAZA BONITA RD643 MI SAGINAW 486042797 4600 BAY RD644 CO PUEBLO 810081092 3301 DILLON DR647 OH ASHTABULA 440044376 3315 N RIDGE RD E STE 100652 IL PEORIA 616131082 2200 W WAR MEMORIAL DR STE 997654 LA ALEXANDRIA 713013697 3541 MASONIC DR656 MT GREAT FALLS 594054493 1200 10TH AVE S658 TX LAREDO 780413000 5300 SAN DARIO663 AR NORTH LITTLE ROCK 721168098 3929 MCCAIN BLVD STE 500671 NM ALAMOGORDO 883106151 3199 N WHITE SANDS681 TN KINGSPORT 376643659 2101 FT HENRY DR687 GA ATHENS 306063193 3700 ATLANTA HWY688 MS BILOXI 395314603 2600 BEACH BLVD689 FL LAKE CITY 320554727 2427 US HWY 90 W STE 10691 CA CONCORD 945205818 484 SUN VALLEY MALL695 SC GREENVILLE 296072794 700 HAYWOOD RD696 WA TUKWILA 981882840 1249 SOUTHCENTER MALL699 CA GLENDALE 912101301 1169 GLENDALE GALLERIA700 NJ TRENTON 086481904 500 QUAKER BRIDGE MALL702 TX EL PASO 799255668 8401 GATEWAY BLVD W703 MI PETOSKEY 497702624 408 E MITCHELL ST704 IL MOLINE 612656314 4651 27TH ST708 MI BENTON HARBOR 490222398 1800 PIPESTONE RD709 FL ORLANDO 328035107 3115 E COLONIAL DR712 TX WICHITA FALLS 763082816 3111 MIDWESTERN PKWY718 FL SANFORD 327717410 310 TOWNE CTR CIR731 NE OMAHA 681445633 3202 OAKVIEW DR733 CO DURANGO 813016819 800 S CAMINO DEL RIO

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

738 MN DETROIT LAKES 565013474 925 WASHINGTON AVE739 SC N CHARLESTON 294064062 2150 NORTHWOODS BLVD UNIT E100744 OR EUGENE 974012151 300 VALLEY RIVER CTR766 FL BRANDON 335114723 331 BRANDON TOWN CENTER MALL767 OH SANDUSKY 448705891 4316 MILAN RD768 NY HORSEHEADS 148451497 3300 CHAMBERS RD STE 5090769 NV ELKO 898012699 2190 IDAHO ST778 VA RICHMOND 232295540 1408 N PARHAM RD779 KY FLORENCE 410421432 6000 FLORENCE MALL780 IN KOKOMO 469022494 1718 E BLVD781 OK TULSA 741356062 4101 S YALE AVE786 MD GLEN BURNIE 210610363 7900 GOVERNOR RITCHIE HWY794 NC WILMINGTON 284030811 3500 OLEANDER DR808 SC ANDERSON 296212773 3187 N MAIN ST814 WA OLYMPIA 985025094 625 BLACK LAKE BLVD816 DE NEWARK 197023295 606 CHRISTIANA MALL819 MI ANN ARBOR 481081699 500 BRIARWOOD CIR830 MS LAUREL 394403961 910 SAWMILL RD834 GA ALPHARETTA 300224859 2000 N POINT CIR838 MS GREENWOOD 389302899 810 W PARK AVE852 VA VIRGINIA BEACH 234527304 701 LYNN HAVEN PKWY863 CO COLORADO SPRINGS 809095398 680 CITADEL DR E870 TX HOUSTON 770961699 730 MEYERLAND PLAZA MALL881 KS WICHITA 672071771 7700 E KELLOGG DR882 IN LAFAYETTE 479055124 2415 SAGAMORE PKWY S 52890 MA STURBRIDGE 015661297 194 MAIN ST891 WI MADISON 537043793 135 E TOWNE MALL895 GA GAINESVILLE 305013548 150 PEARL NIX PKWY899 ME BANGOR 044013606 639 STILLWATER AVE902 NJ TOMS RIVER 087537607 1201 HOOPER AVE STE B907 FL SARASOTA 342382994 8201 S TAMIAMI TRAIL910 MI BAY CITY 487062264 4129 E WILDER RD911 NE OMAHA 681142348 800 N 98TH ST920 MO CAPE GIRARDEAU 637036397 200 W PARK MALL921 MI MT PLEASANT 488584494 2231 S MISSION RD933 CT FARMINGTON 060322605 300 WESTFARMS MALL951 DE DOVER 199018726 1365 N DUPONT HWY STE 5000952 NY GARDEN CITY 115303471 630 OLD COUNTRY RD UNIT A2955 CA HUNTINGTON PARK 902554104 6420 S PACIFIC BLVD965 AR EL DORADO 717303398 1845 N WEST AVE972 IL NILES 607141281 220 GOLF MILL CTR982 MD BALTIMORE 212242196 7777 EASTPOINT MALL993 TX SAN ANTONIO 782241497 2418 SW MILITARY DR995 WV BLUEFIELD 247019098 261 MERCER MALL RD996 TX TYLER 757031398 4401 S BROADWAY

1020 CA HANFORD 932305926 1671 W LACEY BLVD1028 CA CALEXICO 922312755 315 E SECOND ST1037 CA MODESTO 953560505 3401 DALE RD

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

1046 TX DENTON 762058196 2201 S INTERSTATE 35 E STE D1048 TX KERRVILLE 780285998 200 SIDNEY BAKER ST S (HWY 16)1049 IL AURORA 605044194 4 FOX VALLEY CTR1052 AZ NOGALES 856211041 220 W MARIPOSA RD1056 IN ELKHART 465173192 3701 S MAIN ST (US 33)1068 KS PITTSBURG 667626563 202 E CENTENNIAL DR1071 OH AKRON 443101814 2000 BRITTAIN RD STE 6001081 TN FRANKLIN 370672623 1780 GALLERIA BLVD1091 MN BEMIDJI 566014196 1401 PAUL BUNYAN DR NW STE 21101 TX WESLACO 785964539 715 E EXPRESSWAY 831106 CO BRIGHTON 806017066 1950 PRAIRIE CENTER PKWY1116 OK MCALESTER 745015100 1744 E CARL ALBERT PKWY1122 OK OKLAHOMA CITY 731348099 2501 W MEMORIAL RD1128 TX LEAGUE CITY 775736743 2520 GULF FWY S1130 AZ TUCSON 857165484 3501 E BROADWAY1134 PA SCRANTON 185081398 80 VIEWMONT MALL1135 VA LYNCHBURG 245022264 3409 CANDLERS MOUNTAIN RD1140 VA RICHMOND 232312421 4541 S LABURNUM AVE1142 CA LOS BANOS 936353995 951 W PACHECO BLVD1148 FL MARY ESTHER 325691699 300 MARY ESTHER BLVD1150 NJ EATONTOWN 077242023 180 STATE ROUTE 351153 KS DODGE CITY 678016278 2601 CENTRAL AVE1156 CA STOCKTON 952075787 4915 CLAREMONT AVE1161 PA GREENSBURG 156016405 5256 ROUTE 301163 KY FRANKFORT 406014358 1375 US 127 S1164 ND GRAND FORKS 582016030 2800 S COLUMBIA RD1165 ID LEWISTON 835014068 1826 19TH AVE1166 MI DEARBORN 481263999 18900 MICHIGAN AVE (US 12)1168 CO AURORA 800122592 14200 E ALAMEDA AVE1170 AL OXFORD 362031848 700 QUINTARD DR STE 1001180 NJ WAYNE 074706993 260 WAYNE TOWNE CTR1188 MO SPRINGFIELD 658043781 2825 S GLENSTONE AVE STE 2001190 IL LOMBARD 601485592 175 YORKTOWN S/C1195 WI BROOKFIELD 530056021 95 N MOORLAND RD1206 CA CITRUS HTS 956106973 6100 SUNRISE BLVD1210 WI LA CROSSE 546011899 3700 STATE RD 161212 PA WEST MIFFLIN 151230014 3075 CLAIRTON RD STE 1001217 WI MADISON 537191087 23 WEST TOWNE MALL1223 CA LAGUNA HILLS 926533695 24200 LAGUNA HILLS MALL1226 PA LANCASTER 176012799 400 PARK CITY S/C1228 IA MARSHALLTOWN 501584593 2500 S CENTER ST1229 CA THOUSAND OAKS 913604294 280 HILLCREST DR W1240 IA CARROLL 514012729 504 N ADAMS ST1241 CA SALINAS 939062097 100 NORTHRIDGE MALL1248 KY SOMERSET 425016400 4150 S HWY 271250 IN CLARKSVILLE 471292285 757 E LEWIS & CLRK PKY STE 7011256 WA KENNEWICK 993367658 1321 N COLUMBIA CTR BLVD # 1001270 NV CARSON CITY 897015528 3939 S CARSON ST

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

1274 CA CHULA VISTA 919105307 591 BROADWAY1288 SD RAPID CITY 577017854 2200 N MAPLE AVE STE 22041296 KS HAYS 676011991 2918 VINE ST STE 20011306 MI WESTLAND 481852089 35000 W WARREN RD1308 KY LOUISVILLE 402073371 5000 SHELBYVILLE RD1313 TX LAKE JACKSON 775664016 100 HWY 332 W STE 12601315 GA STATESBORO 304582759 325 NORTHSIDE DR E STE 251319 OH MOUNT VERNON 430501475 1530 COSHOCTON AVE1320 NC WINSTON SALEM 271033032 3320 SILAS CREEK PKWY STE 4601321 FL MERRITT ISLAND 329523575 777 E MERRITT ISL CSWY STE 2101322 KY DANVILLE 404222460 1560 HOUSTONVILLE RD STE 3011323 OH NORTH OLMSTED 440703383 5100 GREAT NORTHERN MALL1324 IN BEDFORD 474216107 1118 JAMES AVE1327 NC GREENSBORO 274074790 100 FOUR SEASONS TOWN CTR1330 TX CORPUS CHRISTI 784114123 5488 S PADRE ISLAND DR STE40001337 CA DOWNEY 902413994 100 STONEWOOD ST1339 MO JOPLIN 648011697 101 RANGE LINE STE 250A1348 TX PARIS 754605026 3560 LAMAR AVE HWY 821351 FL OCALA 344744499 3100 SW COLLEGE RD1352 MI TROY 480834260 700 W 14 MILE RD1360 FL MIAMI 331567874 7201 N KENDALL DR1362 MN DULUTH 558115697 1600 A MILLER TRUNK HWY STE 41368 IL NORTH RIVERSIDE 605461474 7507 W CERMAK RD1373 MO SAINT LOUIS 631291094 100 S COUNTY CENTER WAY1377 NC GOLDSBORO 275343483 607 N BERKELEY BLVD1388 CA UKIAH 954824588 205 N ORCHARD AVE1389 KS OVERLAND PARK 662141882 11801 W 95TH ST1392 NH WEST LEBANON 037842000 250 PLAINFIELD RD UNIT 2021393 KY PIKEVILLE 415013250 4257 N MAYO TRAIL1398 MI TAYLOR 481805287 23000 EUREKA RD STE A31399 NE NORFOLK 687017305 1700 MARKET LANE1405 MN MINNETONKA 553051929 12421 WAYZATA BLVD1413 UT SALT LAKE CITY 841193746 3601 S 2700 W1417 CA ARCADIA 910071900 400 S BALDWIN AVE1419 TX FORT WORTH 761161703 1900 GREEN OAKS RD1432 MI STERLING HEIGHTS 483131368 14300 LAKESIDE CIR1433 IN MERRILLVILLE 464106497 1890 SOUTHLAKE MALL1443 IL FAIRVIEW HEIGHTS 622082134 245 SAINT CLAIR SQ1445 NY NEW HARTFORD 134131597 1 SANGERTOWN SQ STE 551451 IL JOLIET 604318821 3340 MALL LOOP DR SPACE 21455 VA WINCHESTER 226015136 1850 APPLE BLOSSOM DR1462 VA SPRINGFIELD 221501702 6699 SPRINGFIELD MALL1467 MD FREDERICK 217038331 5500 BUCKEYSTOWN PIKE1475 FL CLEARWATER 337613499 27001 US HWY 19 N1480 AZ PHOENIX 850327790 4510 E CACTUS RD1481 FL TAMPA 336091899 201 WESTSHORE PLAZA1489 PA DU BOIS 158013314 5522 SHAFFER RD STE 091493 RI WESTERLY 028913197 100 FRANKLIN ST UNIT F

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

1503 VA HARRISONBURG 228013496 1925 E MARKET ST1505 CA WEST COVINA 917902885 1203 PLAZA DR1509 CA SANTA ROSA 954013570 800 CODDINGTOWN CTR1510 NY AMHERST 142261185 1303 NIAGARA FALLS BLVD1512 CA DELANO 932151736 1228 MAIN ST1514 FL BRADENTON 342057990 303 301 BLVD W STE 7011529 NJ E BRUNSWICK 088164995 755 STATE RT 18 STE 6001531 PA LANGHORNE 190471824 2300 E LINCOLN HWY1535 PA BUTLER 160011583 101 CLEARVIEW CIRCLE1542 IL CHICAGO 606521051 7601 S CICERO AVE1559 IA CEDAR RAPIDS 524043295 2400 EDGEWOOD RD SW1572 CA CULVER CITY 902306504 6000 S HANNUM AVE1580 MI GRAND RAPIDS 495121675 3225 28TH ST SE1589 OH ZANESVILLE 437011010 3575 MAPLE AVE1590 KS WICHITA 672092546 4600 W KELLOGG RD1591 NY CLIFTON PARK 120653810 22 CLIFTON COUNTRY RD STE 21603 NC RALEIGH 276095790 4217 SIX FORKS RD STE 1001612 IA WEST DES MOINES 502661189 1551 VALLEY WEST DR1614 CA MONTCLAIR 917631598 5100 MONTCLAIR PLAZA LANE1618 NY ROCHESTER 146235822 25 MIRACLE MILE DR1623 MI NOVI 483773410 27150 NOVI RD1650 AL FLORENCE 356301579 301 COX CREEK PKWY (RT 133)1674 WV BARBOURSVILLE 255041830 800 MALL RD1693 NM HOBBS 882404314 1401 N TURNER ST1698 KY OWENSBORO 423017424 5000 FREDERICA ST1704 KY LOUISVILLE 402193398 4803 OUTER LOOP RD1717 IL MT VERNON 628642295 115 TIMES SQ MALL1722 PA ERIE 165650840 840 MILL CREEK MALL1738 NY VALLEY STREAM 115811552 1051 GREEN ACRES MALL1749 TX TEXARKANA 755032495 2400 RICHMOND RD STE 611751 SC SPARTANBURG 293011381 205 W BLACKSTOCK RD STE 81761 NJ PARAMUS 076522410 502 GARDEN STATE PLAZA1775 ND BISMARCK 585045752 850 KIRKWOOD MALL1779 PA STROUDSBURG 183601198 300 STROUD MALL1783 IN SEYMOUR 472743540 1224 E TIPTON ST1786 AL TUSCALOOSA 354045824 1701 MACFARLAND BLVD E1787 OH AKRON 443124067 1500 CANTON RD1794 NV LAS VEGAS 891073196 4400 MEADOWS LANE1811 CA TORRANCE 905037000 21840 S HAWTHORNE BLVD1816 OH MENTOR 440605596 7850 MENTOR AVE STE 9301823 WA VANCOUVER 986626499 8900 NE VANCOUVER MALL DR1831 AK ANCHORAGE 995012369 406 W 5TH AVE1832 DE WILMINGTON 198086130 3236 KIRKWOOD HWY1842 CA VISALIA 932776289 2115 S MOONEY BLVD1844 CA HAYWARD 945452158 340 SOUTHLAND MALL1845 OR SALEM 973013589 305 LIBERTY ST NE1847 NC ROCKINGHAM 283794445 1305 E BROAD AVE STE 131853 OH CANTON 447085247 4300 TUSCARAWAS ST W

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

1858 OH CHILLICOTHE 456011763 1075 N BRIDGE ST1859 OH LIMA 458051223 2400 ELIDA RD1860 IN RICHMOND 473743725 4199 NATIONAL RD E1862 FL FORT MYERS 339019058 4125 CLEVELAND AVE STE 9031868 MO HANNIBAL 634012239 420 HUCK FINN S/C1869 MD BALTIMORE 212364901 8200 PERRY HALL BLVD1870 MO SAINT JOSEPH 645063089 3702 FREDERICK AVE STE 71871 CA SANTA MARIA 934546911 1321 S BROADWAY1874 MN SAINT CLOUD 563016600 4101 W DIVISION ST1886 WA WENATCHEE 988011594 1300 N MILLER ST1891 MN ALEXANDRIA 563083497 3015 HWY 29 S1899 OH CINCINNATI 452451297 4621 EASTGATE BLVD1900 NC GREENVILLE 278585149 714 GREENVILLE BLVD SE STE 2001902 OH ELYRIA 440352485 4500 MIDWAY MALL1908 NC LUMBERTON 283582981 2910 N ELM ST1911 VA STAUNTON 244015502 90 LEE JACKSON HWY STE 12681919 NC NEW BERN 285625276 3100 M L KING JR BLVD1923 CA SAN JOSE 951221347 2230 EASTRIDGE LOOP1924 OH NILES 444464810 5555 YOUNGSTOWN-WARREN RD1927 WV VIENNA 26105 200 GRAND CENTRAL MALL1928 KY HOPKINSVILLE 422404998 4000 FT CAMPBELL BLVD1932 CA FRESNO 937107770 555 E SHAW AVE1934 UT LOGAN 843412299 1350 N MAIN ST1935 MT BOZEMAN 597183985 2825 W MAIN ST STE C1936 OH YOUNGSTOWN 445125613 7401 MARKET ST1939 FL SAINT PETERSBURG 337103937 7000 TYRONE SQ1940 WI GREENDALE 531291126 5350 S 76TH ST1942 MO DES PERES 631313701 90 W COUNTY CTR1943 TX HURST 760536211 1105 MELBOURNE DR1944 IL MATTOON 619384692 700 BROADWAY AVE E STE 11945 KY BOWLING GREEN 421044497 2625 SCOTTSVILLE RD STE 401948 IL SCHAUMBURG 601735068 3 WOODFIELD MALL1950 CA SAN DIEGO 921081299 6987 FRIARS RD1951 MD FORESTVILLE 207473289 3401 DONNELL DR1953 FL HIALEAH 330122966 1655 W 49TH ST STE 12001956 FL PLANTATION 333880900 8000 W BROWARD BLVD STE 9001958 TX BEAUMONT 777066784 6455 EASTEX FRWY1959 CA SAN BRUNO 940661389 1122 EL CAMINO REAL1960 CA RIVERSIDE 925034198 3605 GALLERIA AT TYLER1961 AR FORT SMITH 729032065 5111 ROGERS AVE1962 GA ATLANTA 303452702 4840 BRIARCLIFF RD NE1963 IA DAVENPORT 528065972 320 W KIMBERLY RD STE 4091965 TN GOODLETTSVILLE 370722498 1000 RIVERGATE PKWY STE 31968 PA WILKES BARRE 187026895 34 WYOMING VALLEY MALL1971 NY WILLIAMSVILLE 142216080 4545 TRANSIT RD1972 IN FORT WAYNE 468051176 4201 COLDWATER RD1976 ND MINOT 587016997 2400 10TH ST SW1977 FL TALLAHASSEE 323013087 1500 APALACHEE PKWY

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

1979 MI FLINT 485073041 3535 S LINDEN RD1980 IN MISHAWAKA 465451092 6501 N GRAPE RD1981 MT MISSOULA 598017786 2901 BROOKS ST1982 MI PORTAGE 490243593 6580 S WESTNEDGE AVE1983 NJ WOODBRIDGE 070951394 428 WOODBRIDGE CTR DR1985 ME AUBURN 042106399 550 CENTER ST1989 TX SAN ANGELO 769045693 6000 SUNSET MALL1991 VT BENNINGTON 052011940 99 BENNINGTON SQ1992 SC GREENWOOD 296491410 320 BYPASS 72 NW STE A1993 TN JOHNSON CITY 376013130 2011 N ROAN ST1994 ND FARGO 581033399 3902 13TH AVE SW STE 2001997 NY BATAVIA 140202146 40 BATAVIA CITY CTR1998 AZ FLAGSTAFF 860042499 4600 N US HWY 892006 MO JEFFERSON CITY 651095754 3600 COUNTRY CLUB DR STOP 42008 NY ROME 134406500 205 ERIE BLVD W2010 OH PARMA 441295675 7900 DAY DR2011 WA LYNNWOOD 980374783 18601 33RD AVE W2015 AL ENTERPRISE 363302797 626 BOLL WEEVIL CIR2018 OK LAWTON 735014600 200 SW C AVE2020 TX PALESTINE 758015916 1930 S LOOP 2562021 TX WACO 767106394 6001 W WACO DR2022 MA HADLEY 010359523 367 RUSSELL ST STE A2024 VA CHARLOTTESVILLE 229011489 1639 E RIO RD2025 IN EVANSVILLE 477152495 800 N GREEN RIVER RD2034 WV MOUNT HOPE 258809669 105 CROSSROADS MALL2036 TX MIDLAND 797053208 4511 N MIDKIFF RD2039 TN MCMINNVILLE 371101388 1410 SPARTA ST2040 TX AUSTIN 787468197 2901 S CAPITOL OF TEXAS HWY2042 VA FREDERICKSBURG 224071123 400 SPOTSYLVANIA MALL2044 PA INDIANA 157013395 2334 OAKLAND AVE2047 FL SAINT AUGUSTINE 320866099 2121 US HWY 1 S STE A2048 IA SPENCER 513015500 901 11TH AVE SW STE 342051 NY ALBANY 122035376 120 WASHINGTON AVE EXT STE 402052 PA CLARION 162144065 22631 RT 68 STE 102055 TX PLANO 750758809 821 N CENTRAL EXPWY2058 WY CHEYENNE 820094801 1400 DELL RANGE BLVD2060 GA SAVANNAH 314063501 7804 ABERCORN ST2063 NY ONEONTA 138203702 5006 STATE HIGHWAY 232064 AR HOT SPRINGS NAT PK 719137412 4501 CENTRAL AVE STE 1032065 MI LANSING 489171915 5304 W SAGINAW ST2066 MI OKEMOS 488641770 1982 W GRAND RIVER AVE STE 1352067 MI JACKSON 492024082 1860 W MICHIGAN AVE2069 FL ORLANDO 328097684 8001 S ORANGE BLOSSOM STE 7002071 FL AVENTURA 331802397 19525 BISCAYNE BLVD2074 FL ORANGE PARK 320732329 1910 WELLS RD2076 MI ALPENA 497074598 2338 US 23 S2079 VA DANVILLE 245404028 325 PIEDMONT DR2080 NM FARMINGTON 874028667 4601 E MAIN ST

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

2083 WV CHARLESTON 253011595 401 LEE ST E2085 OR MEDFORD 975014625 1500 N RIVERSIDE AVE2086 KY PADUCAH 420019023 5101 HINKLEVILLE RD STE 8002089 KY MIDDLESBORO 409651856 905 N 12TH ST STE 102091 ME SOUTH PORTLAND 041063277 700 MAINE MALL RD2092 FL MELBOURNE 329043997 1700 W NEW HAVEN AVE2093 NM LAS CRUCES 880118630 700 TELSHOR BLVD STE 20002096 CA PALM DESERT 922603315 72900 HWY 1112098 TN MARYVILLE 378012314 101 FOOTHILLS MALL2099 ID IDAHO FALLS 834046540 2320 E 17TH ST2102 MD ANNAPOLIS 214017624 1695 ANNAPOLIS MALL2103 TX EAGLE PASS 788525095 455 S BIBB ST2104 TX HOUSTON 770705735 7925 FM 1960 RD STE 70002105 TX GREENVILLE 754027390 6834 WESLEY ST STE C2108 TX BAYTOWN 775218502 2000 SAN JACINTO MALL2110 TX KILLEEN 765435396 2100 S W S YOUNG DR STE 20002115 FL PANAMA CITY 324055388 2000 MARTIN LUTHER KING JR BLV2119 AL ANDALUSIA 364202531 922 RIVER FALLS ST2121 OK ENID 737034806 4125 W OWEN K GARRIOTT RD2122 OH ALLIANCE 446015697 2500 W STATE ST STE 1182123 LA BOSSIER CITY 711113265 2950 E TEXAS ST2130 SC MYRTLE BEACH 295724027 10177 N KINGS HWY2132 FL NAPLES 341024895 2076 9TH ST N2135 NM ROSWELL 882019733 4501 N MAIN ST STE 92137 TX PORT ARTHUR 776427724 3100 HWY 3652138 CT WATERFORD 063854294 850 HARTFORD PIKE UNIT C2139 FL CORAL SPRINGS 330716900 9303 W ATLANTIC BLVD2140 TX HARLINGEN 785525999 2006 S EXPY 832144 IA DUBUQUE 520025258 555 JOHN F KENNEDY RD2147 MN WILLMAR 562014223 1605 SOUTH FIRST STREET2152 SC ORANGEBURG 291153235 2390 CHESTNUT ST2153 NC SANFORD 273303459 1041 SPRING LANE2159 FL BOYNTON BEACH 334263399 801 N CONGRESS AVE2160 CO WESTMINSTER 800313002 5453 W 88TH AVE2163 IL CALUMET CITY 604095519 200 RIVER OAKS CENTER DR2165 MA NORTH DARTMOUTH 027474204 120 N DARTMOUTH MALL2166 CA YREKA 960979531 1810 FORT JONES RD2168 MS RIDGELAND 391571999 1200 E COUNTY LINE RD2169 TX AMARILLO 791210600 7701 W I-40 STE 6002171 CA ESCONDIDO 920258094 290 E VIA RANCHO PKWY2172 CA MONTEBELLO 906402197 1600 TOWN CENTER DR2173 GA BRUNSWICK 315251859 ONE MALL BLVD2175 LA MONROE 712037000 4761 PECANLAND MALL DR2176 KS MANHATTAN 665026000 101 MANHATTAN TOWN CTR2177 VA ROANOKE 240122017 4832 VALLEY VIEW BLVD NW2178 TX VICTORIA 779042698 8106 N NAVARRO ST2184 TX COLLEGE STATION 778403766 1500 HARVEY RD2185 WI APPLETON 549138636 4301 W WISCONSIN AVE

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

2188 ME WATERVILLE 049014980 60 ELM PLAZA2190 PA BURNHAM 170091812 224 N LOGAN BLVD2196 MI OWOSSO 488672901 201 S WASHINGTON ST2197 KS GARDEN CITY 678466959 2302 E KANSAS AVE2198 MO KIRKSVILLE 635014629 2206 S BALTIMORE ST2203 GA VALDOSTA 316013698 1700 NORMAN DR2204 KY ELIZABETHTOWN 427019449 1704 N DIXIE HWY2207 NM CLOVIS 881014483 2813 N PRINCE ST2209 CA BAKERSFIELD 933044400 2501 MING AVE2210 KS EMPORIA 668016222 1678 INDUSTRIAL RD2211 OK BARTLESVILLE 740067210 2350 SE WASHINGTON BLVD2213 AR SEARCY 721436099 301 N POPLAR2218 AL HOOVER 352442310 2300 RIVERCHASE GALLERIA2220 TN DYERSBURG 380241640 2700 LAKE RD2224 TX HUNTSVILLE 773403514 2 FINANCIAL PLAZA2225 OH DEFIANCE 435128887 1500 N CLINTON ST2229 NM SANTA FE 875074697 4250 CERRILLOS RD2231 NC JACKSONVILLE 285467316 311 JACKSONVILLE MALL2232 CT TRUMBULL 066114203 5065 MAIN ST2237 OK TULSA 741332108 6931 S MEMORIAL DR2238 KS LIBERAL 679015298 1513 N KANSAS AVE2239 KS SALINA 674017313 2259 S 9TH ST2240 AR CONWAY 720323542 201 SKYLINE DR STE 72241 MT KALISPELL 599014023 20 N MAIN ST2243 ID PONDERAY 838529799 300 BONNER MALL WAY STE 602244 MA NORTH ATTLEBORO 027603651 1019 S WASHINGTON ST2246 NY POUGHKEEPSIE 126015978 2001 SOUTH RD (RT 9)2247 NH NASHUA 030605745 310 DANIEL WEBSTER HWY STE 1032250 NH NEWINGTON 038012811 50 FOX RUN RD STE 352256 CT DANBURY 068107428 7 BACKUS AVE2257 SC FLORENCE 295014093 2701 DAVID H MCLEOD BLVD2258 GA AUGUSTA 309092511 3450 WRIGHTSBORO RD2259 NC ROCKY MOUNT 278045717 1100 WESLEYAN BLVD2263 PA PITTSBURGH 152373803 1006 ROSS PARK MALL DR2265 AR PINE BLUFF 716017616 2901 PINES MALL DR STE A2266 CO GREELEY 806310001 2080 GREELEY MALL2270 OH HEATH 430561281 771 S 30TH ST2274 TN CLARKSVILLE 370405011 2801 GUTHRIE HWY STE 5002275 ID TWIN FALLS 833018326 1615 POLE LINE RD E2276 CA WOODLAND 957766398 1260 GIBSON RD2279 OK SHAWNEE 748041396 4901 N KICKAPOO AVE STE 40002281 MS MCCOMB 396482048 1724 VETERANS BLVD2282 OH LANCASTER 431301468 1600 RIVER VALLEY CIR N2284 MO COLUMBIA 652031092 2301 W WORLEY2286 NY WATERTOWN 136012274 21017 SALMON RUN MALL LOOP E2287 NJ MAYS LANDING 083303106 4405 BLACK HORSE PIKE2288 OK MUSKOGEE 744016306 501 N MAIN ST STE 1182290 VA COLONIAL HEIGHTS 238342962 6 SOUTHPARK MALL

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

2294 NC CONCORD 280252816 1480 CONCORD PKWY N2297 NJ JERSEY CITY 073101601 10 MALL DR W2298 WA KELSO 986263100 311 THREE RIVERS DR2303 NC HICKORY 286025158 1970 US HWY 70 SE2304 KS TOPEKA 666043881 1821 SW WANAMAKER RD2309 FL JENSEN BEACH 349574492 3382 NW FEDERAL HWY2311 TN TULLAHOMA 373882307 1600 N JACKSON ST2312 ID BOISE 837049121 300 N MILWAUKEE ST2313 NY PLATTSBURGH 129012100 60 SMITHFIELD BLVD2316 GA ALBANY 317076801 2601 DAWSON RD2320 CO LITTLETON 801237201 8501 W BOWLES AVE2324 IN MADISON 472501670 435 E CLIFTY DR2326 CA GRASS VALLEY 959499695 732 FREEMAN LANE2327 WA BELLINGHAM 982265571 10 BELLIS FAIR PKWY2338 TX MESQUITE 751504132 6000 TOWN EAST MALL2341 OR BEND 977016763 63455 N HWY 97 STE 932342 VT BERLIN 056028277 282 BERLIN MALL RD UNIT 192343 OH PIQUA 453564132 987 E ASH ST2345 NC MOUNT AIRY 270305600 HWY 52 N & FREDERICK ST2346 NC ASHEVILLE 288052218 3 S TUNNEL RD2347 FL PORT CHARLOTTE 339481073 1441 TAMIAMI TRAIL2349 MI TRAVERSE CITY 496848118 3300 S AIRPORT RD W2353 WA SILVERDALE 983838129 10315 SILVERDALE WAY NW2354 WA SUNNYSIDE 989441258 2010 YAKIMA VALLEY HWY J-12356 MO WEST PLAINS 657752957 1414 SOUTHERN HILLS CTR2357 IN PLYMOUTH 465633438 1350 PILGRIM LN2358 IL FREEPORT 610326760 1810 S WEST AVE2364 NY CHEEKTOWAGA 142255424 3 WALDEN GALLERIA DR2367 OH YOUNGSTOWN 445152225 6000 MAHONING AVE2368 ID COEUR D ALENE 838156703 200 W HANLEY AVE2369 OK NORMAN 730724811 3501 W MAIN ST2370 VA CHESAPEAKE 233212100 4200 PORTSMOUTH BLVD2372 SC BEAUFORT 299064233 328 ROBERT SMALLS PKWY2374 UT SAINT GEORGE 847908100 1750 E RED CLIFFS DR2381 MI GREENVILLE 488381593 300 GREENVILLE W DR STE 12382 MI CADILLAC 496011131 1550 N MITCHELL ST2385 CA YUBA CITY 959913600 1199 COLUSA AVE2386 WV MORGANTOWN 265018524 9560 MALL RD2388 CA PALMDALE 935513945 1131 W RANCHO VISTA BLVD2391 WA BURLINGTON 982333254 300 CASCADE MALL DR2392 IL BOURBONNAIS 609149307 1600 N STATE RT 502396 NY CANANDAIGUA 144242352 3225 STATE RT 364 STE 1652398 AL DOTHAN 363032281 900 COMMONS DR STE 9002399 PR MAYAGUEZ 006801261 975 AVE HOSTOS STE 3202400 MS TUPELO 388040997 1001 BARNES CROSSING RD STE3002410 TX LEWISVILLE 750678797 2401 S STEMMONS FWY STE 40002414 CA EL CAJON 920202413 355 FLETCHER PKWY2416 NH CONCORD 033015000 270 LOUDON RD

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

2417 NC CARY 275114734 1105 WALNUT ST2418 FL LAKELAND 338093800 3800 US HWY 98 N STE 2002419 AZ MESA 852063711 6525 E SOUTHERN AVE2423 OR ROSEBURG 974716515 780 NW GARDEN VLY BLVD STE 1602427 KY HAZARD 417012603 278 BLACK GOLD BLVD2428 MI FORT GRATIOT 480593809 4400 24TH AVE2430 FL JACKSONVILLE 322560750 10308 SOUTHSIDE BLVD2431 AZ COTTONWOOD 863264643 1100-B HWY 2602433 NC PINEVILLE 281348370 11017 CAROLINA PLACE PKWY2434 NM ALBUQUERQUE 871103439 6600 MENAUL BLVD NE STE 6002436 AR BATESVILLE 725013599 475 S ST LOUIS ST2439 PA UNIONTOWN 154012676 1000 MALL RUN RD2442 AZ SHOW LOW 859017701 4481 S WHITE MOUNTAIN RD STE 52443 MD WALDORF 206031160 11130 MALL CIR2447 MS STARKVILLE 397593570 864 HWY 12 W2449 KY CAMPBELLSVILLE 427188831 399 CAMPBELLSVILLE BYPASS2452 GA ROME 301657736 300 MOUNT BERRY SQ NE2453 NY BLASDELL 142192659 6 MCKINLEY MALL2456 FL PEMBROKE PINES 330264117 11401 PINES BLVD2457 NY SYRACUSE 132909501 9559 DESTINY USA DR2458 AL SCOTTSBORO 357682698 1601 S BROAD2460 NY MASSENA 136623214 6100 SAINT LAWRENCE CTR2463 NY STATEN ISLAND 103145902 140 MARSH AVE2467 CA SACRAMENTO 958154030 1695 ARDEN WAY2470 KY MAYSVILLE 410569193 US 68 S AND AA HWY2477 NJ FREEHOLD 077281600 3710 HWY 92478 FL MIAMI 331722707 1603 NW 107TH AVE2480 CA MORENO VALLEY 925537506 22450 TOWN CIR2482 LA LAFAYETTE 705035307 5725 JOHNSTON ST2484 WA SPOKANE 992071426 4730 N DIVISION ST2485 PA JOHNSTOWN 159048909 560 GALLERIA DR2486 PA ALTOONA 166022852 5580 GOODS LN STE 20312488 NY MIDDLETOWN 109413032 ONE N GALLERIA DR2490 NY GREECE 146262818 231 GREECE RIDGE CTR DR2494 TN CLEVELAND 373122982 200 PAUL HUFF PKWY NW STE 442495 MN MANKATO 560014840 1850 ADAMS ST STE 22496 CA NEWARK 945605214 500 NEWPARK MALL2498 OH DAYTON 454313778 2727 FAIRFIELD COMMONS BLVD2503 IL CARBONDALE 629013191 1201 E MAIN2505 IL SPRINGFIELD 627032122 1201 S DIRKSEN PKWY2507 LA LAKE CHARLES 706018453 312 W PRIEN LAKE RD2521 MO KANSAS CITY 641548500 9100 N SKYVIEW AVE2522 OK OWASSO 740555315 9056 N 121ST EAST AVE2523 TX NEW BRAUNFELS 781306389 215 CREEKSIDE WAY2524 MA WAREHAM 025715032 2421 CRANBERRY HWY STE 2902527 KY ASHLAND 411017362 500 WINCHESTER AVE2529 TN FARRAGUT 379341975 11534 PARKSIDE DR2530 OH AVON 440111211 1301 CENTER RD

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

2534 LA HAMMOND 704036044 501 C M FAGAN DR2613 CA CHICO 959286398 1932 E 20TH ST2614 OH BELLEFONTAINE 433111510 1710 S MAIN ST2616 GA CENTERVILLE 310281780 2940 WATSON BLVD2617 TN KNOXVILLE 379195671 7600 KINGSTON PIKE2619 VA GLEN ALLEN 230596523 10101 BROOK RD STE 8002620 MO POPLAR BLUFF 639015523 515 S WESTWOOD2622 FL CAPE CORAL 339906624 2301 DEL PRADO BLVD STE 7002624 KY LEXINGTON 405033605 3401 NICHOLASVILLE RD STE 1162626 NV HENDERSON 890146606 1312 W SUNSET RD2629 MO ROLLA 654014416 1050 S BISHOP AVE2631 CA YUCCA VALLEY 922842555 58000 TWENTY NINE PALMS HWY2632 MO SAINT PETERS 633764301 4 MID RIVERS MALL2647 MA PEABODY 019601647 210 ANDOVER ST2648 CA BREA 928215737 400 BREA MALL2649 CA WESTMINSTER 926834979 400 WESTMINSTER MALL2650 UT LAYTON 840415160 1201 N HILL FIELD RD STE 10502651 NE LINCOLN 685052433 68 GATEWAY MALL2653 WI EAU CLAIRE 547018022 4770 GOLF RD2654 MA LEOMINSTER 014533335 100 COMMERCIAL RD UNIT 1802655 AZ DOUGLAS 856072851 90 W 5TH ST2660 FL MIAMI 331891219 20505 S DIXIE HWY2661 IL VERNON HILLS 600611520 RT 60 & HWY 212662 NY QUEENSBURY 128041895 578 AVIATION RD STE 32663 CA VENTURA 930033437 377 S MILLS RD2671 OR MCMINNVILLE 971282700 2180 NE HWY 99 W2672 NC HENDERSON 275362935 380 N COOPER DR2676 MO SIKESTON 638019350 1215 S MAIN ST2677 CA NORTHRIDGE 913242503 9301 TAMPA AVE2678 OH MANSFIELD 449061246 658 RICHLAND MALL2679 CT WATERBURY 067061246 525 UNION ST2682 OK OKLAHOMA CITY 731181608 1901 NW EXPWY STE 12002683 OH STRONGSVILLE 441364420 17177 ROYALTON RD2685 TX ARLINGTON 760154120 3851 S COOPER ST2687 WA SEQUIM 983829998 651 W WASHINGTON2689 OH CENTERVILLE 454593735 2700 MIAMISBURG-CENTERVILLE RD2690 MS HATTIESBURG 394021144 1000 TURTLE CREEK DR2693 AZ KINGMAN 864014165 3127 STOCKTON HILL RD2695 OH E LIVERPOOL 439209024 16280 DRESDEN AVE SPACE M2696 TX CEDAR PARK 786131501 11200 LAKELINE MALL DR2697 TX SUGAR LAND 774792317 16529 SOUTHWEST FRWY2698 CA TRACY 953047319 3100 NAGLEE RD2700 OH DUBLIN 430161508 5083 TUTTLE CROSSING BLVD2702 LA GRETNA 700532572 197 WESTBANK EXPY STE 22703 TN MEMPHIS 381338147 2756 N GERMANTOWN PKWY2704 NM ALBUQUERQUE 871144050 10000 COORS BYPASS NW2705 FL LAKE WALES 338594739 501 EAGLE RIDGE DR2708 MA MARLBOROUGH 017524725 573 DONALD LYNCH BLVD

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

2709 AR FAYETTEVILLE 727033877 4201 N SHILOH DR2712 PA CAMP HILL 170117002 3501 CAPITAL CITY MALL2715 KY CORBIN 407016191 14659 N US HWY 25 E2716 GA WAYCROSS 315010902 2215 MEMORIAL DR2718 NY BRONX 104754572 100 BAYCHESTER AVE2719 WA OMAK 988419693 715 OMACHE DR2720 PA MONACA 150612315 200 BEAVER VALLEY MALL2721 MO SEDALIA 653012116 3159 W BROADWAY2722 FL OCOEE 347616903 9409 W COLONIAL DR2725 CA SELMA 936629037 3350 E FLORAL AVE2730 FL VERO BEACH 329661088 6200 20TH ST STE 7002732 MD COLUMBIA 210443398 10300 LITTLE PATUXENT PKWY2736 MD HYATTSVILLE 207825001 3500 EAST WEST HWY STE 10002738 MD WHEATON 209022540 11160 VEIRS MILL RD2739 TX HUMBLE 773382327 20131 HWY 59N STE 30002740 WA MARYSVILLE 982705500 151 MARYSVILLE TOWNE CTR2741 NY LAKEWOOD 147502007 318 E FAIRMOUNT AVE2742 CA TURLOCK 953809530 1840 COUNTRYSIDE DR2744 WA SPOKANE 992161823 14730 E INDIANA AVE2749 VA STERLING 201662416 21030 DULLES TOWN CIR2751 PR SAN JUAN 009188001 PLAZA LAS AMERICAS SC2753 LA BATON ROUGE 708366200 6201 BLUEBONNET BLVD2755 CA PASO ROBLES 934464842 120 NIBLICK RD2756 NY LAKE GROVE 117551219 9 SMITH HAVEN MALL2757 CO LONE TREE 801245128 8417 S PARK MEADOWS CTR DR2758 IA CORALVILLE 522412801 1471 CORAL RIDGE AVE2760 MD CALIFORNIA 206194022 23415 THREE NOTCH RD STE 20162761 VA RICHMOND 232354761 11500 MIDLOTHIAN TPKE2762 FL TAMPA 336253181 8102 CITRUS PARK TOWN CTR2763 TX THE WOODLANDS 773805001 1201 LAKE WOODLANDS DR STE 5002770 UT PROVO 846012996 1200 TOWNE CENTRE BLVD STE B2773 GA KENNESAW 301444917 400 ERNEST W BARRETT PKWY NW2775 NJ DEPTFORD 080965229 1750 DEPTFORD CENTER RD STE D2776 GA BUFORD 305194913 3333 BUFORD DR2777 NH KEENE 034312403 381 WEST ST2780 PR CAGUAS 007254302 200 AVE RAFAEL CORDERO STE 1112782 NE KEARNEY 688472424 5055 2ND AVE STE 282783 CA TEMECULA 925915504 40640 WINCHESTER RD2785 MI GRANDVILLE 494183067 3774 RIVERTOWN PRKWY SW2788 KY MT STERLING 403531015 259 INDIAN MOUND DR2789 FL WELLINGTON 334143106 10308 W FOREST HILL BLVD2795 TX FRISCO 750349434 2607 PRESTON RD2796 CA ROSEVILLE 956781917 1125 GALLERIA BLVD2797 OH STEUBENVILLE 439523083 100 MALL DR UNIT B2802 PA PITTSBURGH 152054810 2000 ROBINSON TOWN CTR2804 GA LITHONIA 300382542 8040 MALL PKWY2805 NC DURHAM 277138722 6910 FAYETTEVILLE RD STE 6002806 TX BROWNSVILLE 785264500 2370 N EXPWY STE 2000

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

2807 MI MUSKEGON 494448766 5690 HARVEY ST2809 VA NEWPORT NEWS 236026931 12300 JEFFERSON AVE STE 5002810 MT BILLINGS 591025688 140 S 24TH ST W2814 NY ELMHURST 113735018 92-59 59TH AVE2815 AZ PRESCOTT 863030000 3200 GATEWAY BLVD2816 CA EL CENTRO 922439672 3351 S DOGWOOD2820 GA DOUGLASVILLE 301351532 6650 DOUGLAS BLVD2821 IA SIOUX CITY 511064709 4340 SERGEANT RD2822 FL POMPANO BEACH 330622459 1600 NE 23RD ST2823 CA RANCHO CUCAMONGA 917398810 12399 S MAINSTREET2824 MS SOUTHAVEN 386718102 6620 TOWNE CENTER LOOP STE E2825 MN COON RAPIDS 554486710 12550 RIVERDALE BLVD2826 TX CEDAR HILL 751042134 333 N HWY 672827 IN PLAINFIELD 461682710 2611 E MAIN ST2828 IL CHAMPAIGN 618209345 2000 N NEIL ST2829 MN MAPLE GROVE 553114412 13701 GROVE DR2830 IL ROCKFORD 611121017 7200 E HARRISON AVE2832 VA CHESAPEAKE 233202875 1401 GREENBRIER PKWY STE 30002833 TX SAN ANTONIO 782475317 6909 N LOOP 1604 E2834 LA COVINGTON 704337220 69340 HWY 212835 AR JONESBORO 724016321 3000 E HIGHLAND DR STE 5162837 AZ YUMA 853651708 1375 S YUMA PALMS PKWY2838 TX BURLESON 760282659 877 NE ALSBURY BLVD2839 MI ROSEVILLE 480664555 31510 GRATIOT AVE2840 AL MONTGOMERY 361172154 1236 EASTDALE MALL2841 TX DEL RIO 788403120 2209 VETERANS BLVD2842 AZ GOODYEAR 853952631 13333 W MCDOWELL RD2843 FL FORT MYERS 339138963 10083 GULF CENTER DR2844 TX FRIENDSWOOD 775462707 100 BAYBROOK MALL2845 OH AKRON 443339288 3742 BROOKWALL DR STE 102846 AZ PHOENIX 850446406 5050 E RAY RD2847 PA TARENTUM 150843835 167 PITTSBURGH MILL CIR2848 NV LAS VEGAS 891471429 4485 S GRAND CANYON DR2849 CA REDLANDS 923742062 10000 ALABAMA ST2850 FL WESLEY CHAPEL 335438805 28151 STATE RD 562862 OH HAMILTON 450117956 3459 PRINCETON RD2863 TX KATY 774494562 23523 GRAND CIRCLE BLVD2864 MN MAPLEWOOD 551091215 3001 WHITE BEAR AVE2865 MN WOODBURY 551253384 8348 TAMARACK VILLAGE2866 WI ASHWAUBENON 543045248 800 WILLARD DR2868 TN MT JULIET 371228469 401 S MOUNT JULIET RD STE 6302869 AL TRUSSVILLE 35173 5060 PINNACLE SQ2870 MO INDEPENDENCE 640553869 17610 E 39TH ST S2871 GA FAYETTEVILLE 302147814 240 BANKS CROSSING2872 GA MCDONOUGH 302537303 1380 HWY 20 W2873 SC COLUMBIA 292297939 304 FORUM DR2874 GA NEWNAN 302651067 341 NEWNAN CROSSING BYP2875 AL SPANISH FORT 365279414 22500 TOWN CENTER AVE

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

2876 CO WESTMINSTER 800239173 14658 DELAWARE ST2877 TX SAN ANTONIO 782570000 17710 LA CANTERA PKWY2878 PA HARRISBURG 171112447 4680 HIGH POINTE BLVD2879 AR ROGERS 727588809 2202 BELLVIEW RD2880 NH NORTH CONWAY 038603369 STATE HWY 16 & RT 3022881 TX HOUSTON 770242599 300 MEMORIAL CITY WAY2883 TX PEARLAND 775845235 2500 SMITH RANCH RD2884 TX AUSTIN 787530000 12351 N IH-352885 TX PASADENA 775053728 5120 FAIRMONT PKWY2889 AZ PHOENIX 850152510 1727 W BETHANY HOME RD2901 IN INDIANAPOLIS 462681123 8752 MICHIGAN RD2902 AZ TEMPE 852812237 1900 E RIO SALADO PKWY STE 1402903 NC BURLINGTON 272158237 3141 WATERMILL DR2904 TX AUSTIN 787481752 9500 S IH-35 STE H2905 TX FORT WORTH 761778590 3001 TEXAS SAGE TRL2906 TN MURFREESBORO 371293351 1720 OLD FORT PKWY2907 CO AURORA 800165326 6302 S CENTRAL ST2908 SC COLUMBIA 292122234 100 COLUMBIANA CIR #1022909 MO DARDENNE PRAIRIE 633687382 7939 HWY N2910 NE PAPILLION 680462135 7751 TOWNE CENTER PKWY2911 UT SOUTH JORDAN 840955606 11552 S DISTRICT DR2912 KS KANSAS CITY 661118100 10904 STADIUM PKWY2913 AZ TUCSON 857063962 5265 S CALLE SANTA CRUZ2914 AR LITTLE ROCK 722056916 2600 S SHACKLEFORD RD2915 CO FORT COLLINS 805255901 135 BOCKMAN DR2916 NY OLEAN 147602631 400 N UNION ST2918 AL ALABASTER 350074688 340 S COLONIAL DR2919 CA SANTA ANA 927056605 2890 N MAIN ST2920 MI BRIGHTON 481162084 9480 VILLAGE PLACE BLVD2921 TX FLOWER MOUND 750285619 5751 LONG PRAIRIE RD2922 IN NOBLESVILLE 460605598 13900 HOARD DR2925 MN EDEN PRAIRIE 553445315 8201 FLYING CLOUD DR2926 LA SHREVEPORT 711055535 7451 YOUREE DR2927 IN VALPARAISO 463830000 410 PORTERS VALE BLVD2928 IL MONTGOMERY 605385401 1100 OGDEN AVE2930 IL NORTH AURORA 605426501 1600 ORCHARD GATEWAY BLVD2931 OH MAUMEE 435377527 3100 MAIN ST STE 10002932 CO MONTROSE 814014834 3400 RIO GRANDE AVE2933 ID NAMPA 836878598 1200 N HAPPY VALLEY RD2934 TX ROUND ROCK 786652431 151 UNIVERSITY OAKS2935 VA HAMPTON 236663219 2071 COLISEUM DR2936 AZ CASA GRANDE 851945402 1041 N PROMENADE PKWY2937 CA CHINO 917105746 14659 RAMONA AVE2939 TX SAN ANTONIO 782165353 7400 SAN PEDRO AVE2940 AZ LAKE HAVASU CITY 864049646 5651 HWY 95 N2941 OK MOORE 731605504 2400 S SERVICE RD2942 OK MIDWEST CITY 731106092 7271 SE 29TH ST2943 OH COLERAIN TOWNSHIP 452511459 3675 STONE CREEK BLVD

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

2944 TX CYPRESS 774291028 25646 HWY 2902945 FL KISSIMMEE 347410731 2001 W OSCEOLA PKWY2946 TX ROCKWALL 750874826 1015 E I 302948 NY SARATOGA SPRINGS 128662960 3065 RT 502949 TX WAXAHACHIE 751655120 1441 N HWY 772950 IL ALGONQUIN 601025932 800 S RANDALL RD2951 IL JOHNSBURG 600515409 2940 COMMERCE DR2952 IL MATTESON 604433044 4451 PROMENADE WAY2953 MO KANSAS CITY 641581115 8100 N FLINTLOCK RD2954 WI MENOMONEE FALLS 530517103 N96W18515 COUNTY LINE RD2955 CA ANTIOCH 945318695 4951 SLATTEN RANCH RD2956 AL PRATTVILLE 360666542 550 PINNACLE PL2957 UT RIVERDALE 844053509 4185 RIVERDALE RD2959 TX EDINBURG 785399150 419 E TRENTON RD2960 TX EL PASO 799382629 1950 JOE BATTLE BLVD2961 LA LAFAYETTE 705011404 3125 LOUISIANA AVE2962 TX WEATHERFORD 760866277 725 ADAMS DR2963 VT SAINT JOHNSBURY 058198516 1996 MEMORIAL DR STE 12965 CO COLORADO SPRINGS 809222817 3650 NEW CENTER PT2966 CO DENVER 802383143 8568 E 49TH AVE2967 MI CHESTERFIELD TOWNSHP 480514008 50753 WATERSIDE DR2968 TX ROSENBERG 774716092 24201 BRAZOS TOWN CROSSING2969 TX SHERMAN 750926733 610 GRAHAM DR2970 FL SPRING HILL 346073935 5181 PEPPER ST2971 MI WHITE LAKE 483862181 300 TOWN CENTER BLVD2972 MI CANTON 481873101 43690 FORD RD2973 IL MOKENA 604482070 11325 W LINCOLN HWY2975 IA COUNCIL BLUFFS 515018287 3333 MARKET PLACE DR2976 WV TRIADELPHIA 260591045 515 CABELA DR2977 MO WASHINGTON 630904950 5886 HIGHWAY 1002978 OH CINCINNATI 452498302 9365 FIELDS ERTEL RD2979 FL CLERMONT 347116877 2345 S HWY 272980 TX CONROE 773045040 3165 INTERSTATE 45 N2982 TX FAIRVIEW 750691640 301 STACY RD2983 TX SAN MARCOS 786666190 800 BARNES ST2984 KY RICHMOND 404756010 2037 LANTERN RIDGE DR2985 FL DAVENPORT 338372305 6200 GRANDVIEW PKWY2986 MS FLOWOOD 392323339 200 MARKET ST2988 TN MEMPHIS 381255755 7700 POLO GROUNDS BLVD2989 SC MYRTLE BEACH 295779782 1800 COASTAL GRAND CIR2990 KS OVERLAND PARK 662234803 6901 W 135TH ST2991 TX SAN ANTONIO 782537300 5335 W LOOP 1604 N2992 MI BURTON 485091761 4190 E COURT ST STE 5002993 MO FENTON 630267726 798 GRAVOIS BLUFFS BLVD2994 AL FULTONDALE 350681694 3363 LOWERY PKWY2995 TX HOUSTON 770492500 5858 E SAM HOUSTON PKWY N2997 FL PANAMA CITY BEACH 324132145 206 BLUEFISH DR2998 WA VANCOUVER 986839316 19005 SE MILL PLAIN BLVD

INVENTORY LOCATIONS LOCATION STATE CITY ZIP ADDRESS

2999 CA MANTECA 953379620 1060 PERIMETER DR4944 NY NEW YORK 10018 8 W 40TH ST FL 59442 TX CEDAR HILL 75104 1650 S HWY 679450 FL LAKELAND 33805 6800 STATE RD 33 N9454 UT SPANISH FORK 84660 4000 E HWY 69010 CA BUENA PARK 90620 6800 VALLEY VIEW AVE9224 CA LATHROP 95330 700 DARCY PKWY9317 CT MANCHESTER 06041 1339 TOLLAND TPK2633 GA COLUMBUS 319096402 3507 MANCHESTER EXPWY STE E9486 GA FOREST PARK 30297 120 PENNEY RD9132 KS LENEXA 66250 10500 LACKMAN RD9005 NC STATESVILLE 28677 1634 SALISBURY RD2812 NE COLUMBUS 686012639 202 E 24TH ST2767 NH MANCHESTER 031033205 1500 S WILLOW ST9316 NV RENO 89506 11111 STEAD BLVD9130 OH COLUMBUS 43232 5555 SCARBOROUGH BLVD9435 TX HASLET 76052 1701 INTERMODAL PKWY9131 WI WAUWATOSA 53222 11800 W BURLEIGH ST

EXHIBIT ATO PLEDGE AND SECURITY AGREEMENT

PLEDGE SUPPLEMENT

This PLEDGE SUPPLEMENT, dated [ ], 20[ ], is delivered by [NAME OF GRANTOR] a [state of organization] [typeof entity] (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of March 12, 2018 (as it may be from time to timeamended, restated, modified or supplemented, the “Security Agreement”), among J. C. PENNEY CORPORATION, INC., the otherGrantors named therein, and WILMINGTON TRUST, NATIONAL ASSOCIATION , as the Collateral Agent. Capitalized terms usedherein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.

The Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to theCollateral Agent, a security interest in all of the Grantor’s right, title and interest in, to and under all Collateral to secure the Junior PrioritySecured Obligations, in each case whether now or hereafter existing or in which the Grantor now has or hereafter acquires an interest andwherever the same may be located. The Grantor represents and warrants that the attached Annex A and Supplements to Schedulesaccurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agreesthat such Annex A and Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.

THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER(INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUTOF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWSPRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OFTHE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAWGOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

IN WITNESS WHEREOF, the Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorizedofficer as of [ ], 20[ ].

[NAME OF GRANTOR],

By: Name: Title:

EXHIBIT A-1

ANNEX ATO PLEDGE SUPPLEMENT

Additional Information:

GENERAL INFORMATION (A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if

Grantor is a Natural Person) and Organizational Identification Number of each Grantor:

Full Legal Name Type of

Organization Jurisdiction ofOrganization

Chief ExecutiveOffice/Sole Placeof Business (or

Residence if Grantoris a Natural Person) Organization I.D.#

(B) Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor currently conducts business:

Full Legal Name Trade Name or Fictitious Business Name

(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is

a Natural Person) and Corporate Structure within past five (5) years:

Grantor Date of Change Description of Change

(D) Agreements pursuant to which any Grantor is bound as debtor within past five (5) years:

Grantor Description of Agreement

EXHIBIT A-2

SUPPLEMENT TO SCHEDULE 5.2TO PLEDGE AND SECURITY AGREEMENT

COLLATERAL IDENTIFICATION

I. INTELLECTUAL PROPERTY

(A) Copyrights

Grantor Jurisdiction Title of Work Registration Number

(if any) Registration Date

(if any)

(B) Copyrights Licenses

Grantor Description of

Copyright License Registration Number (if any)

of underlying Copyright Name of Licensor

(C) Patents

Grantor Jurisdiction Title of Patent Patent Number

(Application Number) Issue Date

(Filing Date)

(D) Patent Licenses

Grantor Description ofPatent License

Patent Numberof underlying Patent Name of Licensor

(E) Trademarks

Grantor Jurisdiction Trademark Registration Number

(Serial Number) Registration Date

(Filing Date)

(F) Trademark Licenses

EXHIBIT A-3

Grantor Description of

Trademark License Registration Number

of underlying Trademark Name of Licensor

(G) Trade Secret Licenses

II. COMMERCIAL TORT CLAIMS

Grantor Commercial Tort Claims

III. WAREHOUSEMEN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL

Grantor Description of Property Name and Address of Third Party

EXHIBIT A-4

SUPPLEMENT TO SCHEDULE 5.4TO PLEDGE AND SECURITY AGREEMENT

Financing Statements:

Grantor Filing Jurisdiction(s)

EXHIBIT A-5

SUPPLEMENT TO SCHEDULE 5.5TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

Name of Grantor Location of Equipment and Inventory

EXHIBIT A-6

EXHIBIT BTO PLEDGE AND SECURITY AGREEMENT

FORM OF TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT, dated as of [ ], 20[ ] (as it may be amended, restated, supplementedor otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto(collectively, the “Grantors”) in favor of Wilmington Trust, National Association, as collateral agent for the Junior Lien Secured Parties(in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

WHEREAS, the Grantors are party to a Pledge and Security Agreement, dated as of March 12, 2018 (as it may be amended, restated,supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”), between each of the Grantors and theother grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in theTrademark Collateral (as defined below) and are required to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given tothem in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest in Trademark Collateral

SECTION 2.1 Grant of Security Interest. To secure the Junior Priority Secured Obligations, each Grantor hereby grants to theCollateral Agent, for the benefit of the Junior Lien Secured Parties, a security interest in and continuing lien on all of such Grantor’s right,title and interest in, to and under the following, in each case whether now or hereafter existing or in which such Grantor now has orhereafter acquires an interest and wherever the same may be located (collectively, the “Trademark Collateral”):

(a) all United States, and foreign trademarks, trade names, trade dress, Internet domain names, service marks, certification marks,logos, and other source identifiers, whether or not registered;

(b) all registrations and applications therefor including, without limitation, the registrations and applications listed on Schedule Aattached hereto;

(c) all extensions or renewals of any of the foregoing;

(d) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing;

(e) the right to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of theforegoing;

EXHIBIT B-1

(f) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, andproceeds of suit now or hereafter due and/or payable with respect thereto; and

(g) all other rights corresponding thereto throughout the world.

SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the TrademarkCollateral include or the security interest granted under Section 2.1 hereof attach to any Excluded Asset, including, without limitation, any“intent-to-use” application for registration of a trademark or service mark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. §1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant toSection 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grantof a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use applicationunder applicable federal law.

SECTION 3. Security Agreement

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the CollateralAgent for the Junior Lien Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirmthat the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral made and grantedhereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by referenceherein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and SecurityAgreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Termination

Upon the payment in full of all Junior Priority Secured Obligations (other than unasserted indemnification, tax gross-up, expensereimbursement or yield protection obligations) and the cancellation or termination of the commitments under any Future Junior PriorityAgreement, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the TrademarkCollateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliverto the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statementamendments and/or releases and/or reassignments of the Trademark Collateral in the form appropriate for recording in the U.S. Patent andTrademark Office or other applicable Intellectual Property registry where the Collateral Agent’s security interest may have been recorded,to evidence such termination.

SECTION 5. Governing Law

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUTLIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTERHEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWSOF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULTIN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANYMANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OFPERFECTION OF THE SECURITY INTEREST).

EXHIBIT B-2

SECTION 6. Intercreditor Agreement

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to thisAgreement in respect of the Trademark Collateral and the exercise of any right or remedy by the Collateral Agent hereunder in respect ofthe Trademark Collateral, in each case, (x) with respect to Trademark Collateral constituting ABL Priority Collateral, are subject to thelimitations and provisions of the ABL Intercreditor Agreement, and (y) are subject to the limitations and provisions of the First/SecondPriority Intercreditor Agreement and the Second Priority Pari Passu Intercreditor Agreement. In the event of any inconsistency between theterms or conditions of this Agreement (other than Section 2 and the definitions for the capitalized terms used therein) and the terms andconditions of the ABL Intercreditor Agreement, the First/Second Priority Intercreditor Agreement or the Second Priority Pari PassuIntercreditor Agreement, the terms and conditions of ABL Intercreditor Agreement, the First/Second Priority Intercreditor Agreement orthe Second Priority Pari Passu Intercreditor Agreement, as applicable, shall control. In the event of any inconsistency between the terms orconditions of the ABL Intercreditor Agreement, the First/Second Priority Intercreditor Agreement or the Second Priority Pari PassuIntercreditor Agreement as such terms and conditions apply to any interpretation of this Agreement, (a) the terms of the ABL IntercreditorAgreement shall control over the First/Second Priority Intercreditor Agreement and the Second Priority Pari Passu Intercreditor Agreementand (b) the terms of the First/Second Priority Intercreditor Agreement shall control over the Second Priority Pari Passu IntercreditorAgreement.

SECTION 7. Counterparts

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of whichwhen so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the sameinstrument. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective asdelivery of a manually signed counterpart of this Agreement.

SECTION 8. Concerning the Collateral Agent

Wilmington Trust, National Association is entering into this Agreement solely in its capacity as Collateral Agent pursuant to theSecond Priority Pari Passu Intercreditor Agreement, and shall be entitled to all of the rights, privileges and immunities provided to theCollateral Agent thereunder in acting as Collateral Agent pursuant hereto.

[Remainder of page intentionally left blank ]

EXHIBIT B-3

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as ofthe date first set forth above.

[NAME OF GRANTOR],

By: Name: Title:

STATE OF )

) ss. COUNTY OF )

On this day of , before me personally appeared , proved to me on the basis of satisfactory evidence to be theperson who executed the foregoing instrument on behalf of , who being by me duly sworn did depose and say that he/she is anauthorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board ofDirectors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public

[NAME OF GRANTOR],

By: Name: Title:

STATE OF )

) ss. COUNTY OF )

On this day of , before me personally appeared , proved to me on the basis of satisfactory evidence to be theperson who executed the foregoing instrument on behalf of , who being by me duly sworn did depose and say that he/she is anauthorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board ofDirectors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT B-4

Accepted and Agreed: WILMINGTON TRUST, NATIONAL ASSOCIATION,as Collateral Agent

By: Name: Title:

EXHIBIT B-5

SCHEDULE Ato

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND APPLICATIONS

Mark Serial No. Filing Date Registration No. Registration Date

EXHIBIT B-6

EXHIBIT CTO PLEDGE AND SECURITY AGREEMENT

FORM OF PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT, dated as of [ ], 20[ ] (as it may be amended, restated, supplemented orotherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto(collectively, the “Grantors”) in favor of Wilmington Trust, National Association, as collateral agent for the Junior Lien Secured Parties(in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

WHEREAS, the Grantors are party to a Pledge and Security Agreement, dated as of March 12, 2018 (as it may be amended, restated,supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”), between each of the Grantors and theother grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in thePatent Collateral (as defined below) and are required to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given tothem in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest in Patent Collateral

SECTION 2.1. Grant of Security Interest. To secure the Junior Priority Secured Obligations, each Grantor hereby grants to theCollateral Agent, for the benefit of the Junior Lien Secured Parties, a security interest in and continuing lien on all of such Grantor’s right,title and interest in, to and under the following, in each case whether now or hereafter existing or in which such Grantor now has orhereafter acquires an interest and wherever the same may be located (collectively, the “Patent Collateral”):

(a) all United States and foreign patents and certificates of invention, or industrial property designs, and applications for any ofthe foregoing, including, without limitation, each patent and patent application listed on Schedule A attached hereto;

(b) all reissues, divisions, continuations, continuations-in-part and extensions thereof;

(c) all patentable inventions described and claimed therein;

(d) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof;

(e) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, andproceeds of suit now or hereafter due and/or payable with respect thereto; and

(f) all other rights corresponding thereto throughout the world.

EXHIBIT C-1

SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything to the contrary, in no event shall the Patent Collateral includeor the security interest granted under Section 2.1 hereof attach to any Excluded Assets.

SECTION 3. Security Agreement

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the CollateralAgent for the Junior Lien Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirmthat the rights and remedies of the Collateral Agent with respect to the security interest in the Patent Collateral made and granted hereby aremore fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as iffully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, theprovisions of the Pledge and Security Agreement shall control.

SECTION 4. Termination

Upon the payment in full of all Junior Priority Secured Obligations (other than unasserted indemnification, tax gross-up, expensereimbursement or yield protection obligations) and the cancellation or termination of the commitments under any Future Junior PriorityAgreement, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Patent Collateralshall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to theGrantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statementamendments and/or releases and/or reassignments of the Patent Collateral in the form appropriate for recording in the U.S. Patent andTrademark Office or other applicable Intellectual Property registry where the Collateral Agent’s security interest may have been recorded,to evidence such termination.

SECTION 5. Governing Law

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUTLIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTERHEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWSOF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULTIN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANYMANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OFPERFECTION OF THE SECURITY INTEREST).

SECTION 6. Intercreditor Agreement

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to thisAgreement in respect of the Patent Collateral and the exercise of any right or remedy by the Collateral Agent hereunder in respect of thePatent Collateral, in each case, (x) with respect to Patent Collateral constituting ABL Priority Collateral, are subject to the limitations andprovisions of the ABL Intercreditor Agreement, and (y) are subject to the limitations and provisions of the First/Second PriorityIntercreditor Agreement and the Second Priority Pari Passu Intercreditor Agreement. In the event of any inconsistency between the terms orconditions of this Agreement (other than Section 2

EXHIBIT C-2

and the definitions for the capitalized terms used therein) and the terms and conditions of the ABL Intercreditor Agreement, theFirst/Second Priority Intercreditor Agreement or the Second Priority Pari Passu Intercreditor Agreement, the terms and conditions of ABLIntercreditor Agreement, the First/Second Priority Intercreditor Agreement or the Second Priority Pari Passu Intercreditor Agreement, asapplicable, shall control. In the event of any inconsistency between the terms or conditions of the ABL Intercreditor Agreement, theFirst/Second Priority Intercreditor Agreement or the Second Priority Pari Passu Intercreditor Agreement as such terms and conditions applyto any interpretation of this Agreement, (a) the terms of the ABL Intercreditor Agreement shall control over the First/Second PriorityIntercreditor Agreement and the Second Priority Pari Passu Intercreditor Agreement and (b) the terms of the First/Second PriorityIntercreditor Agreement shall control over the Second Priority Pari Passu Intercreditor Agreement

SECTION 7. Counterparts

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of whichwhen so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the sameinstrument. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective asdelivery of a manually signed counterpart of this Agreement.

SECTION 8. Concerning the Collateral Agent

Wilmington Trust, National Association is entering into this Agreement solely in its capacity as Collateral Agent pursuant to theSecond Priority Pari Passu Intercreditor Agreement, and shall be entitled to all of the rights, privileges and immunities provided to theCollateral Agent thereunder in acting as Collateral Agent pursuant hereto.

[Remainder of page intentionally left blank ]

EXHIBIT C-3

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as ofthe date first set forth above.

[NAME OF GRANTOR],

By: Name: Title:

STATE OF )

) ss. COUNTY OF )

On this day of , before me personally appeared , proved to me on the basis of satisfactory evidence to be theperson who executed the foregoing instrument on behalf of , who being by me duly sworn did depose and say that he/she is anauthorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board ofDirectors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public [NAME OF GRANTOR],

By: Name: Title:

STATE OF )

) ss. COUNTY OF )

On this day of , before me personally appeared , proved to me on the basis of satisfactory evidence to be theperson who executed the foregoing instrument on behalf of , who being by me duly sworn did depose and say that he/she is anauthorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board ofDirectors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT C-4

Accepted and Agreed:

WILMINGTON TRUST, NATIONAL ASSOCIATION ,as Collateral Agent

By: Name: Title:

EXHIBIT C-5

SCHEDULE Ato

PATENT SECURITY AGREEMENT

PATENTS AND PATENT APPLICATIONS

Title Application No. Filing Date Patent No. Issue Date

EXHIBIT C-6

EXHIBIT DTO PLEDGE AND SECURITY AGREEMENT

FORM OF COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT, dated as of [ ], 20[ ] (as it may be amended, restated, supplemented orotherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto(collectively, the “Grantors”) in favor of Wilmington Trust, National Association, as collateral agent for the Junior Lien Secured Parties(in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

WHEREAS, the Grantors are party to a Pledge and Security Agreement, dated as of March 12, 2018 (as it may be amended, restated,supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”), between each of the Grantors and theother grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in theCopyright Collateral (as defined below) and are required to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given tothem in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest in Copyright Collateral

SECTION 2.1 Grant of Security Interest. To secure the Junior Priority Secured Obligations, each Grantor hereby grants to theCollateral Agent, for the benefit of the Junior Lien Secured Parties, a security interest in and continuing lien on all of such Grantor’s right,title and interest in, to and under the following, in each case whether now or hereafter existing or in which such Grantor now has orhereafter acquires an interest and wherever the same may be located (collectively, the “Copyright Collateral”):

(a) all United States and foreign copyrights and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act),whether registered or unregistered;

(b) all registrations and applications therefor including, without limitation, the registrations and applications listed on Schedule Aattached hereto;

(c) all extensions and renewals thereof;

(d) the right to sue or otherwise recover for any past, present and future infringement or other violation of any of the foregoing;

(e) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages andproceeds of suit now or hereafter due and/or payable with respect thereto;

(f) all other rights corresponding thereto throughout the world; and

EXHIBIT D-1

(g) all exclusive Copyright Licenses in respect of registered U.S. copyrights for which such Grantor is the licensee and which areincluded in the Material Intellectual Property.

SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything to the contrary, in no event shall the Copyright Collateralinclude or the security interest granted under Section 2.1 hereof attach to any Excluded Asset.

SECTION 3. Security Agreement

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the CollateralAgent for the Junior Lien Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirmthat the rights and remedies of the Collateral Agent with respect to the security interest in the Copyright Collateral made and granted herebyare more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as iffully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, theprovisions of the Pledge and Security Agreement shall control.

SECTION 4. Termination

Upon the payment in full of all Junior Priority Secured Obligations (other than unasserted indemnification, tax gross-up, expensereimbursement or yield protection obligations) and the cancellation or termination of the commitments under any Future Junior PriorityAgreement, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the CopyrightCollateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliverto the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statementamendments and/or releases and/or reassignments of Copyright Collateral in the form appropriate for recording in the U.S. CopyrightOffice or other applicable Intellectual Property registry where the Collateral Agent’s security interest may have been recorded, to evidencesuch termination.

SECTION 5. Governing Law

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUTLIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTERHEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWSOF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULTIN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANYMANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OFPERFECTION OF THE SECURITY INTEREST).

SECTION 6. Intercreditor Agreement

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to thisAgreement in respect of the Copyright Collateral and the exercise of any right or remedy by the Collateral Agent hereunder in respect of theCopyright Collateral, in each case, (x) with respect to Copyright Collateral constituting ABL Priority Collateral, are subject to thelimitations and provisions of the ABL Intercreditor Agreement, and (y) are subject to the limitations and provisions of the First/SecondPriority Intercreditor Agreement and the Second Priority Pari Passu Intercreditor

EXHIBIT D-2

Agreement. In the event of any inconsistency between the terms or conditions of this Agreement (other than Section 2 and the definitionsfor the capitalized terms used therein) and the terms and conditions of the ABL Intercreditor Agreement, the First/Second PriorityIntercreditor Agreement or the Second Priority Pari Passu Intercreditor Agreement, the terms and conditions of ABL IntercreditorAgreement, the First/Second Priority Intercreditor Agreement or the Second Priority Pari Passu Intercreditor Agreement, as applicable,shall control. In the event of any inconsistency between the terms or conditions of the ABL Intercreditor Agreement, the First/SecondPriority Intercreditor Agreement or the Second Priority Pari Passu Intercreditor Agreement as such terms and conditions apply to anyinterpretation of this Agreement, (a) the terms of the ABL Intercreditor Agreement shall control over the First/Second Priority IntercreditorAgreement and the Second Priority Pari Passu Intercreditor Agreement and (b) the terms of the First/Second Priority IntercreditorAgreement shall control over the Second Priority Pari Passu Intercreditor Agreement

SECTION 7. Counterparts

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of whichwhen so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the sameinstrument. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective asdelivery of a manually signed counterpart of this Agreement.

SECTION 8. Concerning the Collateral Agent

Wilmington Trust, National Association is entering into this Agreement solely in its capacity as Collateral Agent pursuant to theSecond Priority Pari Passu Intercreditor Agreement, and shall be entitled to all of the rights, privileges and immunities provided to theCollateral Agent thereunder in acting as Collateral Agent pursuant hereto.

[Remainder of page intentionally left blank ]

EXHIBIT D-3

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as ofthe date first set forth above.

[NAME OF GRANTOR],

By: Name: Title:

STATE OF )

) ss. COUNTY OF )

On this day of , before me personally appeared , proved to me on the basis of satisfactory evidence to be theperson who executed the foregoing instrument on behalf of , who being by me duly sworn did depose and say that he/she is anauthorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board ofDirectors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public

[NAME OF GRANTOR],

By: Name: Title:

STATE OF )

) ss. COUNTY OF )

On this day of , before me personally appeared , proved to me on the basis of satisfactory evidence to be theperson who executed the foregoing instrument on behalf of , who being by me duly sworn did depose and say that he/she is anauthorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board ofDirectors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT D-4

Accepted and Agreed:

WILMINGTON TRUST, NATIONAL ASSOCIATION ,as Collateral Agent

By: Name: Title:

EXHIBIT D-5

SCHEDULE Ato

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND APPLICATIONS

Title Application No. Filing Date Registration No. Registration Date

EXCLUSIVE COPYRIGHT LICENSES

Description of Copyright License Name of Licensor Registration Number ofunderlying Copyright

EXHIBIT D-6

Exhibit 10.2

Execution Version

REPRESENTATIVE JOINDER AGREEMENT NO. 1 dated as of March 12, 2018 (this “Representative Joinder Agreement”) to theINTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT dated as of June 23, 2016 (the “Intercreditor Agreement”),among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as Representative with respect to the ABL CreditAgreement, Wilmington Trust, National Association (“Wilmington”), in its capacity as Collateral Agent (as defined in the Term Loan/NotesPari Passu Intercreditor Agreement), as Term Loan/Notes Representative, each other Representative from time to time party thereto, J.C.PENNEY CORPORATION, INC. (the “Borrower”) and each of the other Grantors party thereto.

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the IntercreditorAgreement.

B. The Borrower and/or one or more of the other Grantors proposes to issue or incur Junior Priority Secured Obligations pursuant tothat certain Indenture, dated as of March 12, 2018, by and among the Borrower, as issuer, the other Grantors as guarantors, andWilmington, as trustee, and the Person (solely in its capacity as collateral agent) identified in the signature pages hereto as the “JuniorPriority Representative” (the “Additional Representative”) will serve as the collateral agent for the holders of such Junior Priority SecuredObligations. The Junior Priority Representative is being designated as such by the Borrower in accordance with Section 10 of theIntercreditor Agreement.

C. Accordingly, the Additional Representative and the Borrower agree as follows, for the benefit of the Additional Representative, theBorrower and each other party to the Intercreditor Agreement:

Section 1. Accession to the Intercreditor Agreement. The Additional Representative (a) hereby accedes and becomes a party to theIntercreditor Agreement as a Representative for the holders of the Junior Priority Secured Obligations (the “Additional Secured Parties”),(b) agrees, for itself and on behalf of the Additional Secured Parties from time to time in respect of the Junior Priority Secured Obligations,to all the terms and provisions of the Intercreditor Agreement and (c) shall have all the rights and obligations of the Junior PriorityRepresentative under the Intercreditor Agreement.

Section 2. Representations, Warranties and Acknowledgement of the Additional Representative. The Additional Representativerepresents and warrants to each other Representative and to the Secured Parties that (a) it has full power and authority to enter into thisRepresentative Joinder Agreement, in its capacity as the Representative with respect to the Junior Priority Secured Obligations, (b) thisRepresentative Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and bindingobligation, enforceable against it in accordance with the terms of this Representative Joinder Agreement and (c) the Junior Priority PariPassu Intercreditor Agreement provides that, upon the Additional Representative’s entry into this Representative Joinder Agreement, thesecured parties in respect of such Junior Priority Secured Obligations will be subject to and bound by the provisions of the IntercreditorAgreement.

Section 3. Counterparts. This Representative Joinder Agreement may be executed in counterparts, each of which shall constitute anoriginal, but all of which when taken together shall constitute a single contract. This Representative Joinder Agreement shall becomeeffective when each other Representative shall have received a counterpart of this Representative Joinder Agreement that bears thesignature of the Additional Representative. Delivery of an executed counterpart of a signature page to this Representative JoinderAgreement by telecopy or electronic image scan transmission (such as a “pdf” file) shall be effective as delivery of a manually signedcounterpart of this Representative Joinder Agreement.

Section 4. Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and maybe enforced by, any party to the Intercreditor Agreement.

Section 5. Governing Law. THIS REPRESENTATIVE JOINDER AGREEMENT SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND (TO THE EXTENTAPPLICABLE) THE BANKRUPTCY CODE.

Section 6. Severability. In the event any one or more of the provisions contained in this Representative Joinder Agreement should beheld invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained hereinshall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal orunenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal orunenforceable provisions.

Section 7. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 11.7 of theIntercreditor Agreement. All communications and notices hereunder to the Additional Representative shall be given to it at the address setforth under its signature hereto, which information supplements Section 11.7 the Intercreditor Agreement.

Section 8. Expenses. The Borrower agrees to reimburse each Representative for its reasonable out-of-pocket expenses in connectionwith this Representative Joinder Agreement, including the reasonable fees, other charges and disbursements of counsel for eachRepresentative.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Additional Representative has duly executed this Representative Joinder Agreement to theIntercreditor Agreement as of the day and year first above written.

WILMINGTON TRUST, NATIONALASSOCIATION, as Junior Priority Representative forthe Junior Priority Secured Parties

By: /s/ Hallie E. Field Name: Hallie E. Field Title: Assistant Vice President

Address for notices:

Global Capital Markets50 South Sixth Street, Suite 1290Minneapolis, MN 55402attention of: J. C. Penney Notes AdministratorTelecopy: (612) 217-5651

Acknowledged by: WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Representative with respect tothe ABL Credit Agreement

By: /s/ Maggie Townsend Name: Maggie Townsend Title: Vice President

Acknowledged by: WILMINGTON TRUST, NATIONAL

ASSOCIATION, in its capacity as Collateral Agent,as Term Loan/Notes Representative

By: /s/ Hallie E. Field Name: Hallie E. Field Title: Assistant Vice President

Exhibit 10.3

Execution Version

JUNIOR PRIORITY INTERCREDITOR AGREEMENT

JUNIOR PRIORITY INTERCREDITOR AGREEMENT, dated as of March 12, 2018, among WILMINGTON TRUST, NATIONALASSOCIATION in its capacity as “Collateral Agent” under the First Lien Pari Passu Intercreditor Agreement (as defined below) (togetherwith its successors as “Collateral Agent,” the “First Lien Representative”), as Representative for the First Lien Secured Parties (asdefined below), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as “Collateral Agent” under the Junior LienPari Passu Intercreditor Agreement (as defined below) (together with its successors as “Collateral Agent” under the Junior Lien Pari PassuIntercreditor Agreement, the “Junior Lien Representative”), as Representative for the Junior Lien Secured Parties (as defined below).Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

A. J. C. PENNEY CORPORATION, INC., a Delaware corporation (the “Company”), is party to the Amended and RestatedCredit and Guaranty Agreement, dated as of June 23, 2016 (as amended, restated, supplemented, waived, Refinanced or otherwise modifiedfrom time to time including without limitation to add new loans thereunder or increase the amount of commitments thereunder, the “TermLoan Agreement”), among the Company, the guarantors party thereto, the lenders party thereto from time to time and JPMorgan ChaseBank, N.A., as administrative agent (together with its successors in such capacity under the Term Loan Agreement, the “Term LoanAgent”).

B. The Company is party to the Indenture dated as of June 23, 2016 among the Company, the guarantors identified therein andWilmington Trust, National Association, as First Lien Trustee (as amended, restated, supplemented, waived, Refinanced or otherwisemodified from time to time, the “First Lien Indenture”) pursuant to which the Company has issued its 5.875% Senior Secured Notes due2023.

C. The Company is party to the Indenture dated as of March 12, 2018 among the Company, the guarantors identified thereinand Wilmington Trust, National Association, as Junior Lien Trustee (as amended, restated, supplemented, waived, Refinanced or otherwisemodified from time to time, the “Junior Lien Indenture”) pursuant to which the Company has issued its 8.625% Senior Secured SecondPriority Notes due 2025.

D. Pursuant to the First Lien Pari Passu Intercreditor Agreement, the Term Loan Agent and the First Lien Trustee haveappointed, and, if any additional Series of First Lien Obligations have been or are hereinafter established, one or more additional First LienAuthorized Representatives for the holders of additional Series of First Lien Obligations will appoint, the First Lien Representative to holdLiens for the benefit of the First Lien Secured Parties under the First Lien Documents and to bind such First Lien Secured Parties by theterms of this Agreement;

E. Pursuant to the Junior Lien Pari Passu Intercreditor Agreement, the Junior Lien Trustee has appointed, and, if any additionalSeries (as defined in the Junior Lien Pari Passu Intercreditor Agreement) of Junior Priority Obligations are established following the datehereof, one or more additional Junior Lien Authorized Representatives for the holders of additional Series of Junior Priority Obligationswill appoint, the Junior Lien Representative to hold Liens for the benefit of the Junior Lien Secured Parties under the Junior PriorityDocuments and to bind such Junior Lien Secured Parties by the terms of this Agreement.

Accordingly, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good andvaluable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound,hereby agree as follows:

SECTION 1. Definitions.

1.1. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABL Intercreditor Agreement” shall mean that certain Intercreditor and Collateral Cooperation Agreement, dated as ofJune 23, 2016, among Wells Fargo Bank, National Association, as representative for the First Priority Secured Parties (as defined therein),the First Lien Representative, as representative for the First Lien Secured Parties and the Junior Lien Representative, as representative forthe Junior Lien Secured Parties, and certain other persons party or that may become party thereto from time to time, and consented to bythe Company and the grantors identified therein, as amended, restated, supplemented or otherwise modified from time to time.

“ABL Priority Collateral” shall have the meaning given such term in the ABL Intercreditor Agreement.

“Agreement” shall mean this Junior Priority Intercreditor Agreement, as amended, renewed, extended, supplemented orotherwise modified from time to time in accordance with the terms hereof.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Bankruptcy Law” shall mean the Bankruptcy Code and any similar Federal, state or foreign law for the relief of debtors.

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, NewYork, United States or the jurisdiction of the place of payment are authorized or required by law to close.

“Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, constituting both First Lien Collateraland Junior Lien Collateral including, without limitation, any assets on which the First Lien Representative is automatically deemed to havea Lien pursuant to the provisions of Section 2.3.

“Company” shall have the meaning set forth in the recitals.

“Comparable Junior Lien Security Document” shall mean, in relation to any Collateral subject to any Lien created under anyFirst Lien Document, each Junior Lien Security Document that creates a Lien on the same Collateral, granted by the same Grantor.

“Controlled Accounts” shall have the meaning set forth in Section 5.5(b).

“DIP Financing” shall have the meaning set forth in Section 6.1.

-2-

“Discharge of First Lien Obligations” shall mean, except to the extent otherwise provided in Section 5.7 and Section 6.3,payment in full in cash (except for contingent indemnities and cost and reimbursement obligations to the extent no claim has been made) ofall First Lien Obligations and, with respect to letters of credit or letter of credit guaranties outstanding under the First Lien Documents,delivery of cash collateral or backstop letters of credit in respect thereof in a manner consistent with the applicable First Lien Documentsand otherwise reasonably satisfactory to the First Lien Representative, in each case after or concurrently with the termination of allcommitments to extend credit thereunder and the termination of all commitments of the First Lien Secured Parties under the First LienDocuments; provided that the Discharge of First Lien Obligations shall not be deemed to have occurred if such payments are made with theproceeds of other First Lien Obligations that constitute an exchange or replacement for or a Refinancing of such Obligations or First LienObligations.

“First Lien Authorized Representatives” means the Term Loan Agent, the First Lien Trustee and each other “AuthorizedRepresentative” (as defined in the First Lien Pari Passu Intercreditor Agreement) that becomes a party to the First Lien Pari PassuIntercreditor Agreement following the date hereof.

“First Lien Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, with respect to which aLien is granted or purported to be granted as security for any First Lien Obligations pursuant to a First Lien Security Document.

“First Lien Documents” shall have the meaning given to the term “Term Loan/Notes Documents” by the First Lien Pari PassuIntercreditor Agreement.

“First Lien Indenture” shall have the meaning set forth in the recitals.

“First Lien Obligations” shall have the meaning given to the term “Term Loan/Notes Secured Obligations” in the First LienPari Passu Intercreditor Agreement.

“First Lien Pari Passu Intercreditor Agreement” shall mean the Pari Passu Intercreditor Agreement, dated as of June 23,2016 and as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, by andamong the Grantors, the First Lien Representative, the Term Loan Agent, the First Lien Trustee and each other First Lien AuthorizedRepresentative from time to time party thereto.

“First Lien Representative” has the meaning set forth in the introductory paragraph of this Agreement.

“First Lien Secured Parties” shall mean the First Lien Representative, the First Lien Authorized Representatives and theholders from time to time of the First Lien Obligations.

“First Lien Security Documents” shall have the meaning given to the term “Term Loan/Notes Security Documents” by theFirst Lien Pari Passu Intercreditor Agreement.

“First Lien Trustee” shall mean Wilmington Trust, National Association, in its capacity as trustee under the First LienIndenture, and its permitted successors.

“First Priority Liens” shall mean Liens securing the First Lien Obligations, which Liens are superior and prior in priority to theLiens securing the Junior Priority Obligations.

“Grantor Joinder Agreement” means a supplement to this Agreement substantially in the form of Annex I, appropriatelycompleted.

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“Grantors” shall mean Holdings, the Company and each other Subsidiary or direct or indirect parent company of the Companywhich has granted a security interest pursuant to any First Lien Security Document to secure any Series of First Lien Obligations.

“Holdings” shall mean J. C. Penney Company, Inc., a Delaware corporation.

“Insolvency or Liquidation Proceeding” shall mean:

(1) any case commenced by or against the Company or any other Grantor under any Bankruptcy Law, any other proceeding forthe reorganization, receivership, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or any otherGrantor or its assets, any receivership or assignment for the benefit of creditors relating to the Company or any other Grantor or itsassets or any similar case or proceeding relative to the Company or any other Grantor or its creditors or its assets, as such, in each casewhether or not voluntary;

(2) any liquidation, dissolution, marshalling of assets or liabilities, assignment for the benefit of creditors or other winding up ofor relating to the Company or any other Grantor or its assets, in each case whether or not voluntary and whether or not involvingbankruptcy or insolvency and whether or not in a court supervised proceeding; or

(3) any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Grantorare determined and any payment or distribution is or may be made on account of such claims.

“Junior Lien Authorized Representative” means each “Authorized Representative” as defined in the Junior Lien Pari PassuIntercreditor Agreement.

“Junior Lien Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, with respect to which aLien is granted or purported to be granted as security for any Junior Priority Obligations pursuant to a Junior Lien Security Document.

“Junior Lien Pari Passu Intercreditor Agreement” means the Junior Lien Pari Passu Intercreditor Agreement, dated as of thedate hereof, entered into by and among the Junior Lien Representative and one or more Junior Lien Authorized Representatives pursuant towhich, among other things, the Junior Lien Secured Parties (or one or more Junior Lien Authorized Representatives on behalf of suchJunior Lien Secured Parties) have authorized and directed the Junior Lien Representative to enter into this Agreement on behalf of theJunior Lien Secured Parties and to bind them hereby.

“Junior Lien Representative” has the meaning set forth in the introductory paragraph of this Agreement.

“Junior Lien Secured Parties” shall mean the Junior Lien Representative, the Junior Lien Authorized Representatives and theholders from time to time of the Junior Priority Obligations.

“Junior Lien Security Documents” shall have the meaning given to the term “Junior Priority Security Documents” (or liketerm) in the Junior Lien Pari Passu Intercreditor Agreement.

“Junior Lien Trustee” shall mean Wilmington Trust, National Association, in its capacity as trustee under the Junior LienIndenture, and its permitted successors.

“Junior Liens” shall mean the Liens securing the Junior Priority Obligations.

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“Junior Priority Documents” shall have the meaning given to such term by the Junior Lien Pari Passu IntercreditorAgreement.

“Junior Priority Obligations” shall have the meaning given to the term “Junior Priority Secured Obligations” in the JuniorLien Pari Passu Intercreditor Agreement.

“Lien” shall mean, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge orsecurity interest in, on or of such asset.

“Non-Conforming Plan of Reorganization” shall mean any Plan of Reorganization which grants the Junior LienRepresentative or any Junior Lien Secured Party any right or benefit, directly or indirectly, which right or benefit is inconsistent with theterms of this Agreement or prohibited at such time by the provisions of this Agreement.

“Obligations” shall mean any principal, interest, fees, expenses (including any interest, fees or expenses accruing subsequent tothe filing of a petition in any Insolvency or Liquidation Proceeding at the rate provided for in the documentation with respect thereto,whether or not such interest, fees or expenses are an allowed claim under applicable state, federal or foreign law), premium, penalties,indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damagesand other liabilities, and guarantees of payment of such principal, interest, penalties, fees, expenses, indemnifications, reimbursements,damages and other liabilities, payable under the documentation governing any indebtedness.

“Payment Discharge” shall have the meaning set forth in Section 5.1(a).

“Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company,partnership, entity or other party, including any government and any political subdivision, agency or instrumentality thereof.

“Plan of Reorganization” shall mean any plan of reorganization, plan of liquidation, agreement for composition, or other typeof plan of arrangement or restructuring proposed in or in connection with any Insolvency or Liquidation Proceeding.

“Pledged Collateral” shall mean the Collateral in the possession or control of the First Lien Representative (or its agents orbailees), in accordance with the terms of the First Lien Pari Passu Intercreditor Agreement, to the extent that possession or control thereofperfects a Lien thereon under the UCC.

“Recovery” shall have the meaning set forth in Section 6.3.

“Refinance” shall mean, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify,supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange foror replacement of such indebtedness, including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, andincluding in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated. “Refinanced”and “Refinancing” shall have correlative meanings.

“Representative” shall mean each of the First Lien Representative and the Junior Lien Representative.

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“Series” shall have the meaning given to such term by the First Lien Pari Passu Intercreditor Agreement.

“Subsidiary” shall mean any “Subsidiary” of the Company as defined in the First Lien Indenture.

“Term Loan Agent” shall have the meaning set forth in the recitals.

“Term Loan Agreement” shall have the meaning set forth in the recitals.

“UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

1.2. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words“include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall beconstrued to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or referenceto any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document asfrom time to time amended, supplemented or otherwise modified in accordance with this Agreement, (b) any reference herein to any Personshall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similarimport, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein toSections shall be construed to refer to Sections of this Agreement and (e) the words “asset” and “property” shall be construed to have thesame meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts andcontract rights.

SECTION 2. Lien Priorities.

2.1. Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of anydocument or instrument or grant, attachment or perfection of any Liens granted to the Junior Lien Representative or any Junior LienSecured Party on the Collateral or of any Liens granted to the First Lien Representative or any First Lien Secured Party on the Collateral (orany actual or alleged defect or deficiency in any of the foregoing or any avoidance, invalidation or subordination by any third party or courtof competent jurisdiction of any or all of the security interests in the Collateral), (ii) any provision of the UCC, the Bankruptcy Code, anyapplicable law, any Junior Priority Documents or the First Lien Documents, (iii) whether the First Lien Representative, either directly orthrough agents, holds possession of, or has control over, all or any part of the Collateral, (iv) the fact that any such Liens may besubordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, the Junior LienRepresentative, on behalf of itself and each Junior Lien Secured Party under its Junior Priority Documents, hereby agrees that: (a) any Lienon the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Representative or any FirstLien Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation orotherwise, shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing any Junior PriorityObligations and (b) any Lien on the Collateral securing any Junior Priority Obligations now or hereafter held by or on behalf of the JuniorLien Representative or any Junior Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute,operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any FirstLien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all

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Liens on the Collateral securing any Junior Priority Obligations for all purposes, whether or not such Liens securing any First LienObligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. The JuniorLien Representative, for itself and on behalf of the Junior Lien Secured Parties, expressly agrees that any Lien purported to be granted onany Collateral as security for the First Lien Obligations shall be deemed to be, and shall be deemed to remain, senior in all respects and priorto all Liens on the Collateral securing any Junior Priority Obligations for all purposes regardless of whether any Lien purported to begranted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or fraudulent transfer or legally orotherwise deficient in any manner.

2.2. Prohibition on Contesting Liens. The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party,agrees that (a) it shall not (and hereby waives any right to) take any action to contest, or support any other Person in contesting, directly orindirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority orenforceability of a Lien securing, or the allowability of any claim asserted with respect to, any First Lien Obligations held (or purported tobe held) by or on behalf of the First Lien Representative or any of the First Lien Secured Parties or any agent or trustee therefor in any FirstLien Collateral or Collateral and (b) none of them will oppose or otherwise contest (or support any Person contesting) any other request forjudicial relief made in any court by the First Lien Representative or any First Lien Secured Party relating to the lawful enforcement of anyFirst Priority Lien on Collateral or First Lien Collateral. The First Lien Representative, for itself and on behalf of each First Lien SecuredParty, agrees that it shall not (and hereby waives any right to) take any action to contest, or support any other Person in contesting, directlyor indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority orenforceability of a Lien securing, or the allowability of any claim asserted with respect to, any Junior Priority Obligations held (orpurported to be held) by or on behalf of the Junior Lien Representative or any Junior Lien Secured Party on the Collateral; provided,however, that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Representative or any First LienSecured Parties to enforce this Agreement (including the priority of the Liens securing the First Lien Obligations as provided inSection 2.1) or any of the First Lien Documents.

2.3. No New Liens. So long as the Discharge of First Lien Obligations has not occurred, the parties hereto agree that, after thedate hereof, none of Holdings, the Company or any other Subsidiary shall grant or permit any additional Liens on any asset or property ofsuch Person to secure any Junior Priority Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset orproperty to secure the First Lien Obligations. If the Junior Lien Representative or any Junior Lien Secured Party shall (nonetheless and inbreach hereof) acquire or hold any Lien on any assets or property of Holdings, the Company or any other Subsidiary securing the JuniorPriority Obligations that is not also subject to the First Priority Lien in respect of the First Lien Obligations under the First LienDocuments, then the Junior Lien Representative or such Junior Lien Secured Party, without the need for any further consent of any partyand notwithstanding anything to the contrary in any other agreement, document or instrument, (i) shall notify the First Lien Representativepromptly upon becoming aware thereof and, unless Holdings, the Company or any other Subsidiary, as applicable, shall promptly grant asimilar Lien on such assets or property to the First Lien Representative as security for the First Lien Obligations, and must assign such Liento the First Lien Representative as security for the First Lien Obligations (but may retain a junior lien on such assets or property subject tothe terms of this Agreement) and (ii) until such assignment or such grant of a similar Lien to the First Lien Representative, will be deemedto hold and have held such Lien for the benefit of the First Lien Representative as security for the First Lien Obligations. Any amountsreceived or distributed to the Junior Lien Representative pursuant to or as a result of any Lien granted in contravention of this Section 2.3shall be subject to the provisions of Section 4.2.

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2.4. Perfection of Liens. Except as expressly set forth in Section 5.5 hereof, neither the First Lien Representative nor any FirstLien Secured Party shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Collateral for the benefitof the Junior Lien Representative or any Junior Lien Secured Parties. Neither the Junior Lien Representative nor any Junior Lien SecuredParty shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Collateral for the benefit of the FirstLien Representative or any First Lien Secured Parties. The provisions of this Agreement are intended to govern the respective Lienpriorities as between the First Lien Secured Parties and the Junior Lien Secured Parties and shall not impose on the First LienRepresentative, the Junior Lien Representative, the Junior Lien Secured Parties or the First Lien Secured Parties or any agent or trusteetherefor any obligations in respect of the disposition of proceeds of any Collateral which would conflict with prior perfected claims thereinin favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

SECTION 3. Enforcement.

3.1. Exercise of Remedies, Etc.

(a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or LiquidationProceeding has been commenced by or against the Company or any other Grantor, (i) neither the Junior Lien Representative nor any JuniorLien Secured Party will (x) exercise or enforce or seek to exercise or enforce any rights or remedies (including setoff, recoupment and theright to credit bid debt (except as set forth in Section 3.1(f) below)) with respect to any Collateral securing both the First Lien Obligationsand any Junior Priority Obligations in respect of any applicable Junior Priority Obligations, or institute any action or proceeding withrespect to such rights or remedies (including any action of foreclosure), (y) contest, protest or otherwise object to any foreclosure orenforcement proceeding or action brought with respect to the Collateral or any other collateral by the First Lien Representative or any FirstLien Secured Party in respect of the First Lien Obligations, the exercise of any right by the First Lien Representative or any First LienSecured Party (or any agent or sub-agent on their behalf) in respect of the First Lien Obligations under any lockbox agreement, controlagreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the First Lien Representative or any First LienSecured Party either is a party or may have rights as a third-party beneficiary, the Junior Lien Representative or any Junior Lien SecuredParty either is a party or may have rights as a third party beneficiary, or any other exercise by any such party of any rights and remedies as asecured party relating to the Collateral or any other collateral under the First Lien Documents or otherwise in respect of First LienObligations, or (z) object to any waiver or forbearance by the First Lien Secured Parties from or in respect of bringing or pursuing anyforeclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral or any other collateral in respect ofFirst Lien Obligations and (ii) as between the First Lien Representative or First Lien Secured Parties, on one hand, and the Junior LienRepresentative or any Junior Lien Secured Party, on the other hand, the First Lien Representative (or any person authorized by it) and theFirst Lien Secured Parties shall have the sole and exclusive right to enforce rights, exercise remedies (including setoff, recoupment and theright to credit bid their debt), marshal, process and make determinations regarding the release, disposition or restrictions, or waiver orforbearance of rights or remedies with respect to the Collateral and will also have the exclusive right to determine and direct the time,method and place for exercising such right or remedies or conducting any proceeding with respect thereto, in each case, without anyconsultation with or the consent of the Junior Lien Representative or any Junior Lien Secured Party; provided, however, that (A) in anyInsolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, the Junior Lien Representative or anyJunior Lien Secured Party may file a claim, proof of claim or statement of interest with respect to the Junior Priority Obligations, (B) theJunior Lien Representative or any Junior Lien Secured Party may take any action (not adverse to the prior Liens on the Collateral securingthe First Lien Obligations or the rights of the First Lien Representative or the First Lien Secured Parties to exercise

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remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority ofits Lien on, the Collateral, (C) to the extent not otherwise inconsistent with or prohibited by this Agreement, the Junior Lien Representativeor the Junior Lien Secured Parties may exercise their rights and remedies as unsecured creditors, solely to the extent provided, and aslimited, herein, (D) the Junior Lien Representative or the Junior Lien Secured Parties may exercise the rights and remedies provided for inthis Agreement with respect to seeking adequate protection in an Insolvency or Liquidation Proceeding (including, without limitation,Section 6.2), and (E) the Junior Lien Representative or the Junior Lien Secured Parties may file any necessary or appropriate responsive ordefensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to orotherwise seeking the disallowance of the claims or Liens of the Junior Lien Representative or the Junior Lien Secured Parties, includingany claims secured by the Collateral, in each case (A) through (E) above to the extent such action is not prohibited by, inconsistent with, orcould not result in a resolution inconsistent with, the terms of this Agreement. In exercising rights and remedies with respect to the FirstLien Collateral or Collateral, the First Lien Representative and the First Lien Secured Parties may enforce the provisions of the First LienDocuments and exercise any one or more of its or their rights and remedies thereunder, all in such order and in such manner as they maydetermine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them tosell or otherwise dispose of Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition,and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of asecured creditor under Bankruptcy Laws of any applicable jurisdiction.

(b) So long as the Discharge of First Lien Obligations has not occurred, the Junior Lien Representative, on behalf of itself andeach Junior Lien Secured Party, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with theexercise of any right or remedy or (except as otherwise expressly provided in Section 6) otherwise in an Insolvency or LiquidationProceeding (including set off, recoupment or the right to credit bid debt (except as set forth in Section 3.1(f) below)) with respect to anyCollateral in respect of the applicable Junior Priority Obligations. Without limiting the generality of the foregoing, unless and until theDischarge of First Lien Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole rightof the Junior Lien Representative and the Junior Lien Secured Parties with respect to the Collateral is to hold a Lien on the Collateral inrespect of the applicable Junior Priority Obligations pursuant to the Junior Priority Documents, as applicable, for the period and to theextent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred.

(c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) the Junior Lien Representative, for itself and on behalf of eachJunior Lien Secured Party, agrees that neither the Junior Lien Representative nor any Junior Lien Secured Party will take any action thatwould hinder any exercise of remedies undertaken by the First Lien Representative or the First Lien Secured Parties with respect to theCollateral, the First Lien Collateral or any other collateral under the First Lien Documents, including any sale, lease, exchange, transfer orother disposition of the Collateral, the First Lien Collateral or such other collateral, whether by foreclosure or otherwise, and (ii) the JuniorLien Representative, for itself and on behalf of each Junior Lien Secured Party, hereby waives any and all rights it or any Junior LienSecured Party may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Representative or any FirstLien Secured Party seeks to enforce or collect the First Lien Obligations or the Liens granted in any of the First Lien Collateral orCollateral, regardless of whether any action or failure to act by or on behalf of the First Lien Representative or First Lien Secured Party isadverse to the interests of the Junior Lien Secured Parties.

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(d) The Junior Lien Representative and each Junior Lien Secured Party hereby acknowledge and agree that no covenant,agreement or restriction contained in any applicable Junior Priority Document shall be deemed to restrict in any way the rights and remediesof the First Lien Representative or any First Lien Secured Parties with respect to the First Lien Collateral or Collateral as set forth in thisAgreement and the First Lien Documents.

(e) So long as the Discharge of First Lien Obligations has not occurred, neither the Junior Lien Representative nor any otherJunior Lien Secured Party may assert or enforce any right of marshalling accorded to a junior lienholder, as against the First LienRepresentative or any First Lien Secured Party (in their capacity as priority lienholders).

(f) Section 3.1 hereof shall not be construed to in any way limit or impair the right of any Junior Lien Secured Party fromexercising a credit bid with respect to the Junior Priority Obligations in a sale or other disposition of Collateral under Section 363(k) of theBankruptcy Code or any similar provision of any Bankruptcy Law, provided that in connection with and immediately after giving effect tosuch sale and credit bid there occurs a Discharge of First Lien Obligations.

3.2. Cooperation. Subject to the proviso in clause (ii) of Section 3.1(a), the Junior Lien Representative, on behalf of itself andeach Junior Lien Secured Party, agrees that, unless and until the Discharge of First Lien Obligations has occurred, it will not commence, orjoin with any Person (other than the First Lien Secured Parties and the First Lien Representative upon the request thereof) in commencing,any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Collateral or anyother collateral under any of the applicable Junior Priority Documents or otherwise in respect of the applicable Junior Priority Obligations.

SECTION 4. Payments.

4.1. Application of Proceeds. Subject to the terms of the First Lien Pari Passu Intercreditor Agreement and the ABLIntercreditor Agreement, so long as the Discharge of First Lien Obligations has not occurred, the Collateral or proceeds thereof received inconnection with the sale or other disposition of, or collection on, such Collateral upon the exercise of rights or remedies or any transfer ordisposition in lieu thereof as a secured party, shall be applied by the First Lien Representative to the First Lien Obligations prior toapplication to any Junior Priority Obligations, in such order as specified in the First Lien Pari Passu Intercreditor Agreement and in therelevant First Lien Documents until the Discharge of First Lien Obligations has occurred. Upon the Discharge of First Lien Obligations,subject to the proviso of Section 5.1(a)(y) and subject to Section 5.7 hereof, the First Lien Representative shall deliver promptly to theJunior Lien Representative any Collateral or proceeds thereof held by it in the same form as received, with any endorsements reasonablyrequested by the Junior Lien Representative or as a court of competent jurisdiction may otherwise direct.

4.2. Payments Over. Any Collateral or First Lien Collateral or proceeds thereof received by the Junior Lien Representative orany Junior Lien Secured Party in connection with the exercise of any right or remedy (including set off, recoupment or credit bid) or (exceptas otherwise expressly provided in Section 6) in any Insolvency or Liquidation Proceeding relating to the Collateral not expressly permittedby this Agreement or prior to the Discharge of First Lien Obligations shall be segregated and held in trust for the benefit of and forthwithpaid over to the First Lien Representative in the same form as received, with any necessary endorsements or as a court of competentjurisdiction may otherwise direct. The First Lien Representative is hereby authorized to make any such endorsements as agent for theJunior Lien Representative or any such Junior Lien Secured Party. This authorization is coupled with an interest and is irrevocable.

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SECTION 5. Other Agreements.

5.1. Releases.

(a) (x) If at any time any Grantor or any First Lien Secured Party delivers notice to the Junior Lien Representative with respect toany specified Collateral (including for such purpose, in the case of the sale or other disposition of all or substantially all of the equityinterests in any Subsidiary, any Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) that:

(A) such specified Collateral has been or is being sold, leased, exchanged, transferred or otherwise disposed of by the owner ofsuch Collateral in a transaction permitted under the First Lien Documents and the Junior Priority Documents; or

(B) the First Priority Liens thereon have been or are being released in connection with the release of a Subsidiary from itsguarantee under all of the First Lien Documents; or

(C) the First Priority Liens thereon have been or are being otherwise released as permitted by the First Lien Documents or by theFirst Lien Representative on behalf of the First Lien Secured Parties (unless, in the case of clause (B) or (C) of this Section 5.1(a)(x),such release occurs in connection with, and after giving effect to, a Discharge of First Lien Obligations, which discharge is not inconnection with a foreclosure of, or other exercise of remedies with respect to, Collateral by the First Lien Secured Parties (suchdischarge not in connection with any such foreclosure or exercise of remedies, a “Payment Discharge”)),

then the Junior Liens upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens onsuch Collateral securing First Lien Obligations are released and discharged (provided that in the case of any release of Collateral notpursuant to a Payment Discharge, the Liens on any Collateral disposed of in connection with the satisfaction in whole or in part of FirstLien Obligations shall be automatically released but any proceeds thereof not used for purposes of the Discharge of First Lien Obligationsor otherwise in accordance with the First Lien Documents shall be subject to Junior Liens and shall be applied pursuant to Section 4.1).Upon delivery to the Junior Lien Representative of a notice from the First Lien Representative stating that any such release of Lienssecuring or supporting the First Lien Obligations has become effective (or shall become effective upon the Junior Lien Representative’srelease), the Junior Lien Representative will promptly, at the Company’s expense, execute and deliver such instruments, releases,termination statements or other documents confirming such release on customary terms, which instruments, releases and terminationstatements shall be substantially identical to the comparable instruments, releases and termination statements executed by the First LienRepresentative in connection with such release. In the case of the sale of capital stock of a Subsidiary or any other transaction resulting inthe release of such Subsidiary’s guarantee under the First Lien Documents in accordance with the First Lien Documents, the guarantee infavor of the Junior Lien Secured Parties, if any, made by such Subsidiary will automatically be released and discharged as and when, butonly to the extent, the guarantee by such Subsidiary of all First Lien Obligations is released and discharged.

(y) In the event of a Payment Discharge, the Junior Liens on Collateral owned by the Company or a Grantor immediately aftergiving effect to such Payment Discharge shall become first-priority security interests (subject to the ABL Intercreditor Agreement and anyintercreditor agreements or arrangements among Junior Lien Secured Parties pursuant to Section 8.21 and subject to Liens permitted by theJunior Priority Documents); provided that if the Company or the Grantors incur at any time thereafter any new or replacement First LienObligations permitted under the Junior Priority Documents, then the provisions of Section 5.7 shall apply as if a Refinancing of First LienObligations had occurred.

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(b) The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, hereby irrevocably constitutesand appoints the First Lien Representative and any officer or agent of the First Lien Representative, with full power of substitution, as itstrue and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Junior Lien Representative or suchholder or in the First Lien Representative’s own name, from time to time in the First Lien Representative’s discretion, for the purpose ofcarrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments thatmay be necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or otherinstruments of transfer or release.

(c) Unless and until the Discharge of First Lien Obligations has occurred, the Junior Lien Representative for itself and on behalfof each Junior Lien Secured Party, hereby consents to the application, whether prior to or after a default, of proceeds of Collateral or othercollateral to the repayment of First Lien Obligations pursuant to the First Lien Documents (but subject to the First Lien Pari PassuIntercreditor Agreement and the ABL Intercreditor Agreement).

5.2. Insurance. Unless and until the Discharge of First Lien Obligations has occurred, as between the First Lien Representativeor any First Lien Secured Party, on one hand, and the Junior Lien Representative or any Junior Lien Secured Party, on the other hand, theFirst Lien Representative and the First Lien Secured Parties shall have the sole and exclusive right, to the extent permitted by the First LienDocuments and subject to the rights of the Grantors thereunder, to adjust settlement for any insurance policy covering the Collateral in theevent of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Collateral. Subjectto the First Lien Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, unless and until the Discharge of First LienObligations has occurred, all proceeds of any such policy and any such award if in respect of the Collateral shall be paid (a) first, until theoccurrence of the Discharge of First Lien Obligations, to the First Lien Representative for the benefit of the First Lien Secured Partiespursuant to the terms of the First Lien Documents, (b) second, after the occurrence of the Discharge of First Lien Obligations, to the JuniorLien Representative for the benefit of the Junior Lien Secured Parties pursuant to the terms of the applicable Junior Priority Documents and(c) third, if no Junior Priority Obligations are outstanding, to the owner of the subject property, such other person as may be entitled theretoor as a court of competent jurisdiction may otherwise direct. If the Junior Lien Representative or any Junior Lien Secured Party shall, atany time prior to the Discharge of First Lien Obligations, receive any proceeds of any such insurance policy or any such award incontravention of this Agreement, such proceeds shall be segregated and held in trust for the benefit of the First Lien Representative and itshall forthwith pay such proceeds over to the First Lien Representative in accordance with the terms of Section 4.2.

5.3. Amendments to Junior Lien Security Documents.

(a) So long as the Discharge of First Lien Obligations has not occurred, without the prior written consent of the First LienRepresentative, no Junior Lien Security Document may be amended, supplemented or otherwise modified or entered into to the extent suchamendment, supplement or modification, or the terms of any new Junior Lien Security Document, would be prohibited by or inconsistentwith any of the terms of this Agreement. The Junior Lien Representative agrees that each applicable Junior Lien Security Document shallinclude the following language (or language to similar effect approved by the First Lien Representative):

“Notwithstanding anything herein to the contrary, the liens and security interests granted to [the Junior Lien Representative] pursuant tothis Agreement and the exercise of any right or remedy by [the Junior Lien Representative] hereunder are subject to the limitations andprovisions of the Junior Priority Intercreditor Agreement, dated as of March 12,

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2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”) amongWilmington Trust, National Association, as Representative for the First Lien Secured Parties, and Wilmington Trust, NationalAssociation, as Representative for the Junior Lien Secured Parties, and certain other persons party or that may become party theretofrom time to time, and consented to pursuant to that certain Consent of Company and Grantors dated of even date therewith by J. C.Penney Corporation, Inc. and the other Grantors identified therein. In the event of any conflict between the terms of the IntercreditorAgreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

In addition, the Junior Lien Representative, on behalf of the Junior Lien Secured Parties, agrees that each mortgage covering any Collateral,if any, shall contain such other language as the First Lien Representative may reasonably request to reflect the subordination of suchmortgage to the First Lien Document covering such Collateral.

(b) In the event that the First Lien Representative or any First Lien Secured Party enters into any amendment, waiver or consentin respect of or replaces any of the First Lien Security Documents for the purpose of adding to, or deleting from, or waiving or consentingto any departures from any provisions of, any First Lien Security Document or changing in any manner the rights of the First LienRepresentative, the First Lien Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens inCollateral in accordance with Section 5.1), then such amendment, waiver or consent shall apply automatically to any comparable provisionof each Comparable Junior Lien Security Document without the consent of the Junior Lien Representative or any Junior Lien SecuredParty and without any action by the Junior Lien Representative, the Company or any other Grantor; provided that such amendment, waiveror consent does not materially adversely affect the rights of the Junior Lien Secured Parties or the interests of the Junior Lien SecuredParties in the Collateral in a manner materially different from that affecting the rights of the First Lien Secured Parties thereunder ortherein. The Company shall give written notice of such amendment, waiver or consent (along with a copy thereof) to the Junior LienRepresentative; provided that the failure to give such notice shall not affect the effectiveness of such amendment with respect to theprovisions of any Junior Lien Security Document as set forth in this Section 5.3(b).

5.4. Rights as Unsecured Creditors. The Junior Lien Representative and the Junior Lien Secured Parties may exercise rights andremedies as an unsecured creditor against the Company or any Subsidiary that has guaranteed the Junior Priority Obligations in accordancewith the terms of the applicable Junior Priority Documents and applicable law and to the extent not inconsistent with, or prohibited by, theterms of this Agreement. Nothing in this Agreement shall prohibit the receipt by the Junior Lien Representative or any Junior Lien SecuredParty of required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the JuniorLien Representative or any Junior Lien Secured Party of rights or remedies as a secured creditor in respect of Collateral or other collateralor enforcement in contravention of this Agreement of any Lien in respect of Junior Priority Obligations held by any of them or in anyInsolvency or Liquidation Proceeding. In the event the Junior Lien Representative or any Junior Lien Secured Party becomes a judgmentlien creditor or other secured creditor in respect of any Collateral, First Lien Collateral or other collateral as a result of its enforcement of itsrights as an unsecured creditor in respect of Junior Priority Obligations or otherwise, such judgment or other lien shall be subordinated tothe Liens securing the First Lien Obligations on the same basis as the other Liens securing the Junior Priority Obligations are sosubordinated to the First Priority Liens securing First Lien Obligations under this Agreement. Nothing in this Agreement impairs orotherwise adversely affects any rights or remedies the First Lien Representative or the First Lien Secured Parties may have with respect tothe First Lien Collateral.

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5.5. First Lien Representative as Gratuitous Bailee for Perfection.

(a) The First Lien Representative agrees to hold the Pledged Collateral that is part of the Collateral in its possession or control(or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit and on behalf of the Junior Lien Representativeand each Junior Lien Secured Party and any assignee thereof solely for the purpose of perfecting the security interest granted in suchPledged Collateral pursuant to the Junior Lien Security Documents, subject to the terms and conditions of this Section 5.5.

(b) The Junior Lien Representative, on behalf of the Junior Lien Secured Parties, hereby appoints the First Lien Representativeto act as its collateral agent under each control agreement to which it is a party for the purpose of perfecting the security interest granted inthe deposit accounts, securities accounts and other accounts subject to such control agreements that constitute Collateral (collectively, the“Controlled Accounts”) pursuant to the Junior Lien Security Documents, and the First Lien Representative accepts such appointment. Infurtherance of the foregoing, each Grantor hereby grants a security interest in the Pledged Collateral consisting of Controlled Accounts tothe First Lien Representative for the benefit of the Junior Lien Representative and the Junior Lien Secured Parties.

(c) The First Lien Representative shall have no obligation whatsoever to the Junior Lien Representative or any Junior LienSecured Party to assure that the Pledged Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of anyPerson or any rights pertaining to the Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the FirstLien Representative under this Section 5.5 shall be limited solely to holding the Pledged Collateral as gratuitous bailee for the benefit andon behalf of the Junior Lien Representative and each Junior Lien Secured Party for purposes of perfecting the Liens held by the Junior LienSecured Parties.

(d) The First Lien Representative shall not have by reason of the Junior Priority Documents or this Agreement or any otherdocument a fiduciary relationship in respect of the Junior Lien Representative or any Junior Lien Secured Party, and each of the Junior LienRepresentative and the Junior Lien Secured Parties hereby waives and releases the First Lien Representative from all claims and liabilitiesarising pursuant to the First Lien Representative’s role under this Section 5.5, as agent and gratuitous bailee with respect to the Collateral.

(e) Upon the Discharge of First Lien Obligations, the First Lien Representative shall (x) deliver to the Junior LienRepresentative written notice of the occurrence thereof (which notice may state that such Discharge of First Lien Obligations is subject tothe provisions of this Agreement, including, without limitation, Sections 5.1(a)(y), 5.7 and 6.3 hereof) (it being understood that until thedelivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged with knowledge of theDischarge of First Lien Obligations or required to take any actions based on such Discharge of First Lien Obligations) and (y) deliver to theJunior Lien Representative, to the extent that it is legally permitted to do so, the remaining Pledged Collateral (if any) together with anyendorsements reasonably requested by the Junior Lien Representative (or otherwise allow the Junior Lien Representative to obtain controlof such Pledged Collateral) or as a court of competent jurisdiction may otherwise direct. The Company and each Grantor shall take suchfurther action as is required to effectuate the transfer contemplated hereby and shall indemnify the First Lien Representative for loss ordamage suffered by the First Lien Representative as a result of such transfer except for loss or damage suffered by the First LienRepresentative as a result of its own willful misconduct, gross negligence or bad faith. The First Lien Representative has no obligation tofollow instructions from the Junior Lien Representative or any Junior Lien Secured Party in contravention of this Agreement.

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(f) Neither the First Lien Representative nor any of the First Lien Secured Parties shall be required to marshal any present orfuture collateral security for the Company’s or its Subsidiaries’ obligations to the First Lien Representative or the First Lien SecuredParties under the First Lien Documents or any assurance of payment in respect thereof or to resort to such collateral security or otherassurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment inrespect thereof shall be cumulative and in addition to all other rights, however existing or arising.

5.6. [Reserved].

5.7. No Release in Event of Reinstatement. If at any time in connection with or after the Discharge of First Lien Obligations theCompany either in connection therewith or thereafter enters into any Refinancing of any First Lien Document evidencing a First LienObligation, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of thisAgreement, the First Lien Documents and the Junior Priority Documents, and the obligations under such Refinancing shall automaticallybe treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect ofCollateral set forth herein, and the related documents shall be treated as First Lien Documents for all purposes of this Agreement. Uponreceipt of a notice stating that the Company has entered into a new First Lien Document, the Junior Lien Representative shall promptly (atthe expense of the Company) (a) enter into such documents and agreements (including amendments or supplements to this Agreement) asthe Company or the First Lien Representative shall reasonably request in order to confirm to the First Lien Representative the rightscontemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the First LienRepresentative the Pledged Collateral together with any necessary endorsements (or otherwise allow the First Lien Representative to obtainpossession or control of such Pledged Collateral).

SECTION 6. Insolvency or Liquidation Proceedings.

6.1. Financing and Sale Issues. The Junior Lien Representative, on behalf of itself and each Junior Lien Secured Party, agreesthat if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding:

(a) if the First Lien Representative or any First Lien Secured Party shall desire to permit (or not object to) the use of cashcollateral and/or to permit the Company or any other Grantor to obtain financing (whether from any First Lien Secured Party or anythird party) under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (“DIPFinancing”), including if such DIP Financing is secured by Liens on the Collateral senior in priority to the Liens securing the JuniorPriority Obligations, then the Junior Lien Representative, on behalf of itself and each Junior Lien Secured Party, agrees that it willraise no objection to, and will not support any objection to, and will not otherwise contest such use of cash collateral or DIP Financingand will not request adequate protection or any other relief in connection therewith (except to the extent permitted by Section 6.2) and,to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, will subordinateits Liens in the Collateral and any other collateral to such DIP Financing (and all Obligations relating thereto), any adequate protectionliens granted to the First Lien Secured Parties, and any “carve out” for professional and United States Trustee fees agreed to by theFirst Lien Representative, on the same basis as the other Liens securing the Junior Priority Obligations are so subordinated to the FirstPriority Liens securing the applicable First Lien Obligations;

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(b) none of them will object to, or otherwise contest (or support any other Person contesting), any motion for relief from theautomatic stay or from any injunction against foreclosure or enforcement in respect of First Lien Obligations made by the First LienRepresentative or any First Lien Secured Party;

(c) none of them will object to, or otherwise contest (or support any other Person contesting), any order relating to a sale of assetsof the Company or any Grantor for which the First Lien Representative has consented that provides, to the extent that sale is to be freeand clear of Liens, that the Liens securing the First Lien Obligations and the Junior Priority Obligations will attach to the proceeds ofthe sale on the same basis of priority as the existing Liens in accordance with this Agreement; provided that the Junior LienRepresentative may object solely to any sale or bidding procedures proposed for any such sale;

(d) none of them will seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respectof the Collateral, the First Lien Collateral or any other collateral without the prior written consent of the First Lien Representative;

(e) none of them will object to, or otherwise contest (or support any other Person contesting), (i) any request by the First LienRepresentative or any First Lien Secured Party for adequate protection or (ii) any objection by the First Lien Representative or anyFirst Lien Secured Party to any motion, relief, action or proceeding based on the First Lien Representative’s or such First Lien SecuredParty’s claiming a lack of adequate protection;

(f) none of them will assert or enforce any claim under Section 506(c) of the Bankruptcy Code senior to or on a parity with theLiens securing the First Lien Obligations for costs or expenses of preserving or disposing of any Collateral or First Lien Collateral;

(g) none of them will oppose or otherwise contest (or support any Person contesting) any lawful exercise by the First LienRepresentative or any First Lien Secured Party of the right to credit bid, under Section 363(k) of the Bankruptcy Code or any similarprovision of any Bankruptcy Law, First Lien Obligations at any sale of Collateral or First Lien Collateral;

(h) none of them will challenge (or support any other Person challenging) the validity, enforceability, perfection or priority of theFirst Priority Liens on Collateral or First Lien Collateral (and the First Lien Representative and the First Lien Secured Parties agree notto challenge the validity, enforceability, perfection or priority of the Liens in favor of the Junior Lien Representative and each otherJunior Lien Secured Party on the Collateral); and

(i) the Junior Lien Representative, on behalf of itself and each Junior Lien Secured Party, agrees that notice received twoBusiness Days prior to the entry of an order approving a DIP Financing and/or the use, lease, or other disposition of cash or othercollateral shall be deemed to be adequate notice thereof.

6.2. Adequate Protection. The Junior Lien Representative, on behalf of itself and each Junior Lien Secured Party, agrees in anInsolvency or Liquidation Proceeding that none of them shall object to or contest (a) any request by the First Lien Representative or anyFirst Lien Secured Party for adequate protection in any form, (b) any objection by the First Lien Representative or any First Lien SecuredParty to any motion, relief, action, or proceeding based on the First Lien Representative’s or any First Lien Secured Party’s claiming a lackof adequate protection, or (c) the allowance and payment of interest, fees, expenses, or other amounts of the First Lien Representative orany First Lien Secured Party as adequate protection or otherwise under Section 506(b) or (c) of the Bankruptcy Code or any similar

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provision of any Bankruptcy Law. If the First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of aLien on additional or replacement collateral and/or a superpriority administrative expense claim in connection with any DIP Financingand/or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision of any Bankruptcy Law, then theJunior Lien Representative, for itself and on behalf of the Junior Lien Secured Parties, may seek or request adequate protection in the formof (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative expense claim, which Lienand/or superpriority administrative expense claim (as applicable) will be subordinated to the Liens securing or granted as adequateprotection for, and claims with respect to, the First Lien Obligations and such DIP Financing (and all obligations relating thereto) and/or useof cash collateral on the same basis as the other Liens securing and claims with respect to the Junior Priority Obligations are sosubordinated to the Liens securing and claims with respect to the First Lien Obligations under this Agreement and (ii) in the event anyJunior Lien Secured Party seeks or requests adequate protection, and such adequate protection is granted in the form of (as applicable) aLien on additional or replacement collateral and/or a superpriority administrative expense claim, then the Junior Lien Secured Parties agreethat the First Lien Representative shall also be granted (as applicable) a senior Lien on such additional or replacement collateral as securityand adequate protection for the First Lien Obligations and/or a senior superpriority administrative expense claim, and that any Lien on suchadditional or replacement Collateral securing or providing adequate protection for the Junior Priority Obligations and/or superpriorityadministrative expense claim shall be subordinated to the Liens on such Collateral securing and claims with respect to the First LienObligations and any such DIP Financing (and all obligations relating thereto) and any other Liens and claims granted to the First LienSecured Parties as adequate protection on the same basis as the other Liens securing and claims with respect to the Junior PriorityObligations are so subordinated to such Liens securing and claims with respect to First Lien Obligations under this Agreement. To theextent that the First Lien Secured Parties are granted adequate protection in the form of payments in the amount of current post-petitionfees and expenses and/or other cash payments, then the Junior Lien Secured Parties shall not be prohibited from seeking adequateprotection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (asapplicable), subject to the right of the First Lien Secured Parties to object to the allowance and reasonableness of the amounts of fees andexpenses or other cash payments so sought by the Junior Lien Secured Parties.

6.3. Preference Issues. If any First Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise todisgorge, turn over or otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor)or to or for the benefit of its creditors, because the payment of such amount was declared to be fraudulent or preferential in any respect orfor any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff, recoupmentor otherwise, then as among the parties hereto, the First Lien Obligations shall be deemed to be reinstated to the extent of such Recoveryand to be outstanding as if such payment had not occurred, and such First Lien Secured Party shall be entitled to a future Discharge of FirstLien Obligations with respect to all such recovered amounts and shall have all rights hereunder with respect thereto. If this Agreement shallhave been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall notdiminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. Any Collateral or First Lien Collateral orproceeds thereof received by any Junior Lien Secured Party prior to the time of such Recovery shall be deemed to have been received priorto the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement. The First LienRepresentative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of anysuch Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s rights hereunder, except it beingunderstood that until the delivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged withknowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Representative, for itself

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and on behalf of each Junior Lien Secured Party, hereby agrees that none of them shall be entitled to benefit from any avoidance actionaffecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms ofthis Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwiseallocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the otherterms of this Agreement.

6.4. Application. The parties hereto agree that this Agreement constitutes a “subordination agreement” under Section 510(a) ofthe Bankruptcy Code or any similar provision under any Bankruptcy Law, and this Agreement shall be applicable prior to and after thecommencement of any Insolvency or Liquidation Proceeding. All references herein to any Grantor shall apply to any trustee for suchPerson and such Person as debtor in possession. The relative rights as to the Collateral and other collateral and proceeds thereof shallcontinue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of,or use of cash collateral by, any Grantor.

6.5. Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtorsecured by Liens upon any property of the reorganized debtor are distributed, pursuant to a Plan of Reorganization, both on account of FirstLien Obligations and on account of Junior Priority Obligations, then, to the extent the debt obligations distributed on account of the FirstLien Obligations and on account of the Junior Priority Obligations are secured by Liens upon the same property, the provisions of thisAgreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securingsuch debt obligations.

6.6. Post-Petition Interest.

(a) The Junior Lien Representative, on behalf of the Junior Lien Secured Parties, hereby acknowledges and agrees that neitherthe Junior Lien Representative nor any Junior Lien Secured Party shall oppose or seek to challenge any claim by the First LienRepresentative or any First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligationsconsisting of post-petition interest, fees or expenses.

(b) Neither the First Lien Representative nor any First Lien Secured Party shall oppose or seek to challenge any claim by theJunior Lien Representative or any Junior Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Junior PriorityObligations consisting of post-petition interest, fees or expenses to the extent of the value of the Liens in favor of the Junior Lien SecuredParties on the Collateral (after taking into account the Liens in favor of the First Lien Secured Parties).

6.7. Nature of Obligations; Separate Classification. The Junior Lien Representative, on behalf of the Junior Lien SecuredParties, hereby acknowledges and agrees that (i) the Junior Lien Secured Parties’ claims against the Company and/or any Grantor in respectof the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the First Lien Secured Partiesagainst the Company and the Grantor in respect of the Collateral and (ii) the First Lien Obligations include all interest, fees and expensesthat accrue after the commencement of any Insolvency or Liquidation Proceeding of the Company or any Grantor at the rate provided for inthe applicable First Lien Documents governing the same, whether or not a claim for post-petition interest, fees or expenses is allowed orallowable in any such Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediatelypreceding sentence, if it is held that the claims against the Company or any Grantor in respect of the Collateral constitute only one securedclaim (rather than separate classes of senior and junior claims) under a Plan of Reorganization, then the Junior Lien Representative, for

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itself and on behalf of the Junior Lien Secured Parties, hereby acknowledge and agree that all distributions pursuant to Section 4.1 orotherwise shall be made as if there were separate classes of senior and junior secured claims against the Company and the Grantors inrespect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purposeignoring all claims held by the Junior Lien Representative on behalf of the Junior Lien Secured Parties), the First Lien Secured Partiesshall be entitled to receive, in addition to amounts distributed to them in respect of principal, fees and expenses, pre-petition interest andother claims, all amounts owing in respect of post-petition interest, fees or expenses at the relevant contract rate (even though such claimsmay or may not be allowed or allowable in whole or in part in the respective Insolvency or Liquidation Proceeding) before any distributionis made in respect of the claims held by the Junior Lien Secured Parties, with the Junior Lien Representative, for itself and on behalf of theJunior Lien Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the First Lien Obligations all amountsotherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence even if such turnover of amountshas the effect of reducing the amount of the claim of the Junior Lien Secured Parties).

6.8. Proofs of Claim. Subject to the limitations set forth in this Agreement, the First Lien Representative may file proofs of claimand other pleadings and motions with respect to any First Lien Obligations, any Junior Priority Obligations or the Collateral in anyInsolvency or Liquidation Proceeding. If a proper proof of claim has not been filed in the form required in such Insolvency or LiquidationProceeding at least ten (10) days prior to the expiration of the time for filing thereof, the First Lien Representative shall have the right (butnot the duty) to file an appropriate claim for and on behalf of the Junior Lien Secured Parties with respect to any of the Junior PriorityObligations or any of the Collateral. In furtherance of the foregoing, the Junior Lien Representative hereby appoints the First LienRepresentative as its attorney-in-fact, with full authority in the place and stead of the Junior Lien Representative and full power ofsubstitution and in the name of the Junior Lien Secured Parties or otherwise, to execute and deliver any document or instrument that theFirst Lien Representative is required or permitted to deliver pursuant to this Section 6.8, such appointment being coupled with an interestand irrevocable.

6.9. Plan of Reorganization. No Junior Lien Secured Party (whether in the capacity as a secured or unsecured creditor) maysupport or vote in favor of any Non-Conforming Plan of Reorganization (and each shall be deemed to have voted to reject any suchNon-Conforming Plan of Reorganization). Without limiting the generality of any provisions of this Agreement, any vote to accept, and anyother act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall be inconsistent with andaccordingly, a violation of the terms of this Agreement, and the First Lien Representative shall be entitled to have any such vote to accept aNon-Conforming Plan of Reorganization dismissed and any such support of any Non-Conforming Plan of Reorganization withdrawn.Without limiting the generality of the foregoing, no Junior Lien Secured Party (whether in the capacity as a secured or unsecured creditor)may support or vote in favor of any Plan of Reorganization unless such Plan of Reorganization (a) pays off, in cash in full, all First LienObligations or (b) is accepted by the class of holders of First Lien Obligations voting thereon in accordance with Section 1126(c) of theBankruptcy Code.

SECTION 7. Reliance; Waivers; etc .

7.1. Reliance. The consent by the First Lien Secured Parties to the execution and delivery of the Junior Priority Documents towhich the First Lien Secured Parties have consented and all loans and other extensions of credit made or deemed made on and after the datehereof by the First Lien Secured Parties to the Company or any Subsidiary shall be deemed to have been given and made in reliance uponthis Agreement. The Junior Lien Representative, on behalf of itself and each Junior Lien Secured Party, acknowledges that it and the JuniorLien Secured Parties have, independently and without reliance on the First Lien Representative or any First Lien Secured Parties, and basedon documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the applicable JuniorPriority Document, this Agreement and the transactions contemplated hereby and thereby and they will continue to make their own creditdecision in taking or not taking any action under the applicable Junior Priority Document or this Agreement.

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7.2. No Warranties or Liability. The Junior Lien Representative, on behalf of itself and each Junior Lien Secured Party,acknowledges and agrees that neither the First Lien Representative nor any of the First Lien Secured Parties has made any express orimplied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceabilityof any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First LienSecured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents inaccordance with law and as they, in their sole discretion, may otherwise deem appropriate, and the First Lien Secured Parties may managetheir loans and extensions of credit without regard to any rights or interests that the Junior Lien Representative or any of the Junior LienSecured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither the First Lien Representativenor any First Lien Secured Parties shall have any duty to the Junior Lien Representative or any Junior Lien Secured Party to act or refrainfrom acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements withthe Company or any Subsidiary thereof (including the Junior Priority Documents), regardless of any knowledge thereof that they may haveor be charged with. The First Lien Representative, the First Lien Secured Parties, the Junior Lien Representative and the Junior LienSecured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor dothey assume any liability to each other with respect to (a) the enforceability, validity, value or collectability of any of the Junior PriorityObligations, the First Lien Obligations or any guarantee or security which may have been granted to any of them in connection therewith,(b) the Company’s title to or right to transfer any of the Collateral or (c) any other matter except as expressly set forth in this Agreement.

7.3. Obligations Unconditional. All rights, interests, agreements and obligations of the First Lien Representative and the FirstLien Secured Parties, and the Junior Lien Representative and the Junior Lien Secured Parties, respectively, hereunder shall remain in fullforce and effect irrespective of:

(a) any lack of validity or enforceability of any First Lien Documents or any Junior Priority Documents; or any lack of or othermatter relating to the validity, enforceability, perfection or priority of any lien creating or existing or purported to be creating orexisting thereunder;

(b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the First Lien Obligations orJunior Priority Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whetherby course of conduct or otherwise, of the terms of any First Lien Document or of the terms of any Junior Priority Document;

(c) any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or othermodification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien Obligations or Junior PriorityObligations or any guarantee thereof;

(d) the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or any other Grantor; or

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(e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, the Company or any otherGrantor in respect of the First Lien Obligations or the Junior Priority Obligations in respect of this Agreement.

SECTION 8. Miscellaneous.

8.1. Conflicts. Subject to Section 8.19, in the event of any conflict between the provisions of this Agreement and the provisionsof any First Lien Document or any Junior Priority Document, the provisions of this Agreement shall govern; provided, however, solely as itrelates to matters between the ABL Agent and the ABL Secured Parties (as each term is defined in the ABL Intercreditor Agreement) onthe one hand and the First Lien Secured Parties and the Junior Lien Secured Parties on the other hand, in the event of any conflict betweenthe provisions of this Agreement and the provisions of the ABL Intercreditor Agreement, the provisions of the ABL IntercreditorAgreement shall govern.

8.2. Continuing Nature of This Agreement; Severability. Subject to Section 5.1(a)(y), Section 5.7 and Section 6.3, thisAgreement shall continue to be effective until the Discharge of First Lien Obligations shall have occurred or such later time as all of theJunior Priority Obligations shall have been paid in full. This is a continuing agreement of lien subordination, and the First Lien SecuredParties may continue, at any time and without notice to the Junior Lien Representative or any Junior Lien Secured Party, to extend creditand other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First LienObligations in reliance hereon. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency orLiquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate theremaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceablesuch provision in any other jurisdiction.

8.3. Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by the JuniorLien Representative or the First Lien Representative shall be deemed to be made except as contemplated by the First Lien Documents andthe Junior Priority Documents and then pursuant to an agreement or agreements in writing signed by or on behalf of the First LienRepresentative and the Junior Lien Representative or their respective authorized agents, and consented to in writing by the Company, andeach waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the partiesmaking such waiver or the obligations of the other parties to such party in any other respect or at any other time; provided that no suchagreement shall by its terms amend, modify or otherwise affect the rights or obligations of any Grantor without the Company’s priorwritten consent. Notwithstanding anything in this Section 8.3 to the contrary, this Agreement may be amended from time to time at therequest of the Company, at the Company’s expense, and with the consent of First Lien Representative and the Junior Lien Representativebut without the consent of any other First Lien Secured Party or Junior Lien Secured Party to (i) secure additional extensions of credit oradd other parties holding First Lien Obligations or Junior Priority Obligations to the extent such indebtedness does not expressly violate theFirst Lien Documents or the Junior Priority Documents and (ii) in the case of such additional Junior Priority Obligations, (a) establish thatthe Liens on the Collateral securing such Junior Priority Obligations shall be junior and subordinate in all respects to all Liens on theCollateral securing any First Lien Obligations (at least to the same extent as the Liens on the Collateral in favor of the Junior Lien SecuredParties are junior and subordinate to the Liens on the Collateral in favor of the First Lien Secured Parties pursuant to this Agreementimmediately prior to the incurrence of such additional Junior Priority Obligations) and (b) provide to the holders of such Junior PriorityObligations (or any agent or trustee thereof) the comparable rights and benefits (including any improved rights and benefits that have beenconsented to by the First Lien Representative) as are provided to the Junior Lien Secured Parties under this Agreement.

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8.4. Information Concerning Financial Condition of Holdings, the Company and the Subsidiaries . The First LienRepresentative, the First Lien Secured Parties, the Representative and the Junior Lien Secured Parties shall each be responsible for keepingthemselves informed of (a) the financial condition of Holdings, the Company and the Subsidiaries and all endorsers and/or guarantors ofthe First Lien Obligations or the Junior Priority Obligations and (b) all other circumstances bearing upon the risk of nonpayment of theFirst Lien Obligations or the Junior Priority Obligations; provided, however, that nothing in this Agreement shall impose a duty on the FirstLien Representative to keep itself informed of the financial condition of Holdings, the Company and the Subsidiaries or of othercircumstances bearing upon the risk of nonpayment of the First Lien Obligations or any Junior Priority Obligations beyond that which isrequired pursuant to the Junior Priority Documents. The First Lien Representative, the First Lien Secured Parties, the Junior LienRepresentative and the Junior Lien Secured Parties shall have no duty to advise any other party hereunder of information known to it orthem regarding such condition or any such circumstances or otherwise. In the event that the First Lien Representative, any First LienSecured Party, the Junior Lien Representative or any Junior Lien Secured Party, in its or their sole discretion, undertakes at any time orfrom time to time to provide any such information to any other party, it or they shall be under no obligation (w) to make, and the First LienRepresentative, the First Lien Secured Parties, the Junior Lien Representative and the Junior Lien Secured Parties shall not make, anyexpress or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any suchinformation so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) toundertake any investigation or (z) to disclose any information that, pursuant to accepted or reasonable commercial finance practices, suchparty wishes to maintain confidential or is otherwise required to maintain confidential.

8.5. Subrogation. The Junior Lien Representative, on behalf of itself and each Junior Lien Secured Party, hereby waives anyrights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First Lien Obligations has occurred.

8.6. Application of Payments. Except as otherwise provided herein or in the ABL Intercreditor Agreement, all paymentsreceived by the First Lien Secured Parties may be applied, reversed and reapplied, in whole or in part, to such part of the First LienObligations by the First Lien Secured Parties in a manner consistent with the terms of the First Lien Documents, the First Lien Pari PassuIntercreditor Agreement and the ABL Intercreditor Agreement. Except as otherwise provided herein, the Junior Lien Representative, onbehalf of itself and each Junior Lien Secured Party, assents to any such extension or postponement of the time of payment of the First LienObligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security thatmay at any time secure any part of the First Lien Obligations and to the addition or release of any other Person primarily or secondarilyliable therefor.

8.7. Consent to Jurisdiction; Waivers. The parties hereto consent to the jurisdiction of any state or federal court located in NewYork, New York, and consent that all service of process may be made by registered mail directed to such party as provided in Section 8.8for such party. Service so made shall be deemed to be completed three days after the same shall be posted as aforesaid. The parties heretowaive any objection to any action instituted hereunder in any such court based on forum non conveniens, and any objection to the venue ofany action instituted hereunder in any such court. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TOTRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITHTHIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT ORACTION OF ANY PARTY HERETO IN CONNECTION WITH THE SUBJECT MATTER HEREOF.

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8.8. Notices. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted tobe given shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent bytelecopy or electronic mail, as follows:

(i) if to a Grantor, to it c/o J. C. Penney Corporation, Inc., 6501 Legacy Drive, Mail Code 1304, Plano, TX 75024, Attention of theTreasurer (Telecopy No. (972) 431-2044), with a copy to the General Counsel;

(ii) if to the First Lien Representative, to Wilmington Trust, National Association, Global Capital Markets, 50 South Sixth Street,Suite 1290, Minneapolis, Minnesota 55402, Attention J.C. Penney Collateral Agency Administrator;

(iii) if to the Junior Lien Representative, to Wilmington Trust, National Association, Global Capital Markets, 50 South SixthStreet, Suite 1290, Minneapolis, Minnesota 55402, Attention J.C. Penney Collateral Agency Administrator; or

(iv) with respect to any party hereto, to such other address as may be designated by such party in a written notice to each otherparty hereto

Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be inwriting and may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail and shall be deemed to havebeen given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail(registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall beas set forth below each party’s name on the signature pages hereto, or, as to each party, at such other address as may be designated by suchparty in a written notice to all of the other parties.

8.9. Further Assurances. Each Grantor and the Junior Lien Representative, on behalf of itself and each Junior Lien SecuredParty, agrees that each of them shall take such further action and shall execute and deliver to the First Lien Representative such additionaldocuments and instruments (in recordable form, if requested) as are necessary or that the First Lien Representative may reasonably requestto effectuate the terms of and the lien priorities contemplated by this Agreement.

8.10. Governing Law. This Agreement has been delivered and accepted at and shall be deemed to have been made at New York,New York and shall be interpreted, and the rights and liabilities of the parties bound hereby determined, in accordance with the laws of theState of New York.

8.11. Binding on Successors and Assigns. This Agreement shall be binding upon the First Lien Representative, the First LienSecured Parties, the Junior Lien Representative, the Junior Lien Secured Parties, the Company, the Grantors consenting hereto and theirrespective permitted successors and assigns.

8.12. Specific Performance. The First Lien Representative may demand specific performance of this Agreement. The JuniorLien Representative, on behalf of itself and each Junior Lien Secured Party, hereby irrevocably waives any defense based on the adequacyof a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be broughtby the First Lien Representative.

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8.13. Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content ofany kind whatsoever and are not a part of this Agreement.

8.14. Counterparts. This Agreement may be executed in one or more counterparts, including by means of facsimile or “pdf” filethereof, each of which shall be an original and all of which shall together constitute one and the same document.

8.15. Authorization. By its signature, each party hereto represents and warrants to the other parties hereto that the Personexecuting this Agreement on behalf of such party is duly authorized to execute this Agreement. The First Lien Representative representsand warrants that this Agreement is binding upon the First Lien Secured Parties. The Junior Lien Representative represents and warrantsthat this Agreement is binding upon the Junior Lien Secured Parties.

8.16. No Third Party Beneficiaries; Successors and Assigns. This Agreement and the rights and benefits hereof shall inure to thebenefit of, and be binding upon, each of the parties hereto and their respective successors and assigns and shall inure to the benefit of eachof, and be binding upon, the holders of First Lien Obligations and Junior Priority Obligations. No other Person shall have or be entitled toassert rights or benefits hereunder.

8.17. Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto. This Agreementshall be effective both before and after the commencement of any Insolvency or Liquidation Proceeding. All references to the Company orany other Grantor shall include the Company or any other Grantor as debtor and debtor-in-possession and any receiver or trustee for theCompany or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

8.18. [Reserved].

8.19. Relative Rights. Notwithstanding anything in this Agreement to the contrary (except to the extent contemplated bySection 5.3(b)), nothing in this Agreement is intended to or will (a) amend, waive or otherwise modify the provisions of any First LienDocument or any Junior Priority Document, or permit the Company or any other Grantor to take any action, or fail to take any action, to theextent such action or failure would otherwise constitute a breach of, or default under, any First Lien Document or any Junior PriorityDocument, (b) change the relative priorities of the First Lien Obligations or the Liens granted under the First Lien Documents on theCollateral (or any other assets) as among the First Lien Secured Parties, (c) otherwise change the relative rights of the First Lien SecuredParties in respect of the Collateral as among such First Lien Secured Parties or (d) obligate the Company or any Subsidiary to take anyaction, or fail to take any action, if taking or failing to take such action, as the case may be, would otherwise constitute a breach of, ordefault under, any First Lien Document or any Junior Priority Document.

8.20. References. Notwithstanding anything to the contrary in this Agreement, any references contained herein to any Section,clause, paragraph, definition or other provision of any First Lien Document or Junior Priority Document (including any definitioncontained therein) shall be deemed to be a reference to such Section, clause, paragraph, definition or other provision as in effect on the dateof this Agreement; provided that any reference to any such Section, clause, paragraph or other provision shall refer to such Section, clause,paragraph or other provision of the applicable First Lien Document or Junior Priority Document, as applicable (including any definitioncontained therein), as amended or modified from time to time if such amendment or modification has been made in accordance with theapplicable First Lien Document or Junior Priority Document.

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8.21. Intercreditor Agreements. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agreesthat (i) the Junior Lien Secured Parties (as among themselves) may enter into intercreditor agreements (including the Junior Lien Pari PassuIntercreditor Agreement) or similar arrangements governing the rights, benefits and privileges as among the Junior Lien Secured Parties inrespect of the Collateral, this Agreement and the other Junior Priority Documents, including as to application of proceeds of the Collateral,voting rights, control of the Collateral and waivers with respect to the Collateral and (ii) the First Lien Secured Parties (as amongthemselves) may enter into intercreditor agreements (including the Junior Lien Pari Passu Intercreditor Agreement) or similar arrangementsgoverning the rights, benefits and privileges as among the First Lien Secured Parties in respect of the Collateral, this Agreement and theother First Lien Documents, including as to application of proceeds of the Collateral, voting rights, control of the Collateral and waiverswith respect to the Collateral. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereofshall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First Lien SecurityDocument or Junior Lien Security Document, and the provisions of this Agreement and the other First Lien Security Documents and JuniorLien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may beamended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect toany intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose ofdefining the relative rights of the First Lien Secured Parties on the one hand and the Junior Lien Secured Parties on the other hand. None ofthe Company, any Grantor or any Subsidiary of the Company or any other creditor thereof shall have any rights hereunder. Nothing in thisAgreement is intended to or shall impair the obligations of the Company or any other Grantor to pay the First Lien Obligations and theJunior Priority Obligations as and when the same shall become due and payable in accordance with their terms.

8.22. Concerning the First Lien Representative. The First Lien Representative is acting in this Agreement solely in its capacityas Collateral Agent under the First Lien Pari Passu Intercreditor Agreement, and shall be entitled to all of the rights, privileges andimmunities of the Collateral Agent set forth therein and in the First Lien Documents, as if such rights, privileges and immunities were setforth herein.

8.23. Additional Grantors. The Company and each other Grantor on the date of this Agreement will constitute the originalGrantors party hereto. The original Grantors will cause each Person that becomes a Grantor after the date hereof to contemporaneouslybecome a party hereto (as a Grantor) by executing and delivering a Grantor Joinder Agreement to each Representative. The parties heretoagree that, notwithstanding any failure to take the actions required by the immediately preceding sentence, each Person that becomes aGrantor at any time (and any security granted by any such Person) will be subject to the provisions hereof as fully as if it constituted aGrantor party hereto and had complied with the requirements of the immediately preceding sentence.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

WILMINGTON TRUST, NATIONALASSOCIATION,in its capacity as Collateral Agent, as First LienRepresentative

By: /s/ Hallie E. FieldName: Hallie E. FieldTitle: Assistant Vice President

WILMINGTON TRUST, NATIONALASSOCIATION,as Junior Lien Representative

By: /s/ Hallie E. FieldName: Hallie E. FieldTitle: Assistant Vice PresidentAddress:

Global Capital Markets50 South Sixth Street, Suite 1290Minneapolis, MN 55408

CONSENT OF COMPANY AND GRANTORS

Dated: March 12, 2018

Reference is made to the Junior Priority Intercreditor Agreement dated as of the date hereof among WILMINGTON TRUST,NATIONAL ASSOCIATION, in its capacity as Collateral Agent, as Representative for the First Lien Secured Parties, and WILMINGTONTRUST, NATIONAL ASSOCIATION, as Representative for the Junior Lien Secured Parties, as the same may be amended, restated,supplemented, waived, or otherwise modified from time to time (the “Intercreditor Agreement”). Capitalized terms used but not definedherein shall have the meanings assigned to such terms in the Intercreditor Agreement.

Each of the undersigned Grantors has read the foregoing Intercreditor Agreement and consents thereto. Each of the undersignedGrantors agrees not to take any action that would be contrary to the express provisions of the foregoing Intercreditor Agreement, agrees toabide by the requirements expressly applicable to it under the foregoing Intercreditor Agreement and agrees that, except as otherwiseprovided therein, no First Lien Secured Party or Junior Lien Secured Party shall have any liability to any Grantor for acting in accordancewith the provisions of the foregoing Intercreditor Agreement, the First Lien Documents or the Junior Priority Documents. Each Grantorunderstands that the foregoing Intercreditor Agreement is for the sole benefit of the First Lien Secured Parties and the Junior Lien SecuredParties and their respective successors and assigns, and that such Grantor is not an intended beneficiary or third party beneficiary thereofexcept to the extent otherwise expressly provided therein.

Without limitation to the foregoing, each Grantor agrees to take such further action and to execute and deliver such additionaldocuments and instruments (in recordable form, if requested) as the First Lien Representative or the Junior Lien Representative (or any oftheir respective agents or representatives) may reasonably request to effectuate the terms of and the lien priorities contemplated by theIntercreditor Agreement.

This Consent shall be governed and construed in accordance with the laws of the State of New York. Notices delivered to anyGrantor pursuant to this Consent shall be delivered in accordance with the notice provisions set forth in the Term Loan Agreement.

[Signature page follows]

IN WITNESS HEREOF, this Consent is hereby executed by each of the Grantors as of the date first written above.

J. C. PENNEY CORPORATION, INC.

By: /s/ Trent Kruse Name: Trent Kruse

Title:

Vice President, Treasury and InvestorRelations

J.C. PENNEY COMPANY, INC.

By: /s/ Jeffrey Davis Name: Jeffrey Davis

Title:

Executive Vice President and ChiefFinancial Officer

J. C. PENNEY PURCHASING CORPORATION

By: /s/ Gary Piper Name: Gary Piper Title: Treasurer

JCP REAL ESTATE HOLDINGS, INC.

By: /s/ Gary Piper Name: Gary Piper Title: Treasurer

J.C. PENNEY PROPERTIES, INC.

By: /s/ Gary Piper Name: Gary Piper Title: Treasurer

Annex I

[FORM OF] GRANTOR JOINDER AGREEMENT NO. [ ] dated as of [ ], 20[ ] (the “Grantor Joinder Agreement”) to theJUNIOR PRIORITY INTERCREDITOR AGREEMENT dated as of March 12, 2018 (the “Intercreditor Agreement”), amongWILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Collateral Agent, as Representative for the First Lien SecuredParties, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Representative for the Junior Lien Secured Parties, each otherRepresentative from time to time party thereto, and consented to by J.C. PENNEY CORPORATION, INC. (the “Company”) and each ofthe other Grantors party thereto.

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the IntercreditorAgreement.

B. [ ], a Subsidiary of the Company (the “Additional Grantor”), has granted a Lien on all or a portion of its assets to secure [First][Junior] Lien Obligations and such Additional Grantor is not a party to the Intercreditor Agreement.

C. The Additional Grantor wishes to become a party to the Intercreditor Agreement and to acquire and undertake the rights andobligations of a Grantor thereunder. The Additional Grantor is entering into this Grantor Joinder Agreement in accordance with theprovisions of the Intercreditor Agreement in order to become a Grantor thereunder.

Accordingly, the Additional Grantor agrees as follows, for the benefit of the Representatives, the Company and each other party tothe Intercreditor Agreement:

Section 1. Accession to the Intercreditor Agreement. The Additional Grantor (a) hereby accedes and becomes a party to theIntercreditor Agreement as a Grantor with the same force and effect as if originally named therein as a Grantor, (b) agrees to all the termsand provisions of the Intercreditor Agreement and (c) shall have all the rights and obligations of a Grantor under the IntercreditorAgreement.

Section 2. Representations, Warranties and Acknowledgment of the Additional Grantor. The Additional Grantor represents andwarrants to each Representative, the First Lien Secured Parties and the Junior Lien Secured Parties that this Grantor Joinder Agreement hasbeen duly authorized, executed and delivered by such Additional Grantor and constitutes the legal, valid and binding obligation,enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other lawsaffecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity orat law.

Section 3. Counterparts. This Grantor Joinder Agreement may be executed in counterparts, each of which shall constitute an original,but all of which when taken together shall constitute a single contract. This Grantor Joinder Agreement shall become effective when eachother Representative shall have received a counterpart of this Grantor Joinder Agreement that bears the signature of the Additional Grantor.Delivery of an executed counterpart of a signature page to this Grantor Joinder Agreement by telecopy or electronic image scantransmission (such as a “pdf” file) shall be effective as delivery of a manually signed counterpart of this Grantor Joinder Agreement.

Section 4. Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and maybe enforced by, any party to the Intercreditor Agreement.

Section 5. Governing Law. THIS GRANTOR JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THEBANKRUPTCY CODE.

Section 6. Severability. In the event any one or more of the provisions contained in this Grantor Joinder Agreement should be heldinvalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shallnot in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal orunenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal orunenforceable provisions.

Section 7. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 8.8 of theIntercreditor Agreement.

Section 8. The Additional Grantor agrees to reimburse each Representative for its reasonable out-of-pocket expenses in connectionwith this Grantor Joinder Agreement, including the reasonable fees, other charges and disbursements of counsel for each Representative.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Additional Grantor has duly executed this Grantor Joinder Agreement to the Intercreditor Agreementas of the day and year first above written.

[NAME OF SUBSIDIARY]

By: Name: Title:

Acknowledged by: [EACH REPRESENTATIVE], as Representative withrespect to [the [ ] Agreement]

By: Name: Title:

Exhibit 10.4

[Execution]

AMENDMENT NO. 3 TO CREDIT AGREEMENT

AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of March 8, 2018 (this “Amendment No. 3”), is by and among J. C.Penney Company, Inc. (“Holdings”), J. C. Penney Corporation, Inc. (“Parent Borrower”), J. C. Penney Purchasing Corporation(“Purchasing,” and together with Parent Borrower, individually, a “Borrower” and collectively, “Borrowers”), the parties to the CollateralAgreement (as defined in the Credit Agreement (as defined below)) as guarantors (individually, a “Guarantor” and collectively,“Guarantors”), Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, “Administrative Agent”) for the partiesto the Credit Agreement as lenders (individually, a “Lender” and collectively, “Lenders”), Revolving Agent (in such capacity, “RevolvingAgent”), Collateral Agent (in such capacity, “Collateral Agent”) and LC Agent (in such capacity, “LC Agent,” and together withAdministrative Agent, Revolving Agent and Collateral Agent, individually an “Agent” and collectively, “Agents”) and Lenders partyhereto.

W I T N E S S E T H :

WHEREAS, Agents, Lenders, Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders havemade and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Credit Agreement,dated as of June 20, 2014, by and among Agents, Lenders, Borrowers and Holdings (as amended, modified, restated, supplemented, orotherwise modified prior to the date hereof, the “Credit Agreement”, and together with all agreements, documents and instruments at anytime executed and/or delivered in connection therewith or related thereto, as from time to time amended, modified, supplemented, extended,renewed, restated or replaced, collectively, the “Loan Documents”);

WHEREAS, Borrowers desire to amend certain provisions of the Credit Agreement as set forth herein, and Agent and Lenders partyhereto constituting Required Revolving Lenders are willing to agree to such amendments on the terms and subject to the conditions setforth herein;

WHEREAS, by this Amendment No. 3, Agents, Lenders party hereto constituting Required Revolving Lenders, Borrowers andGuarantors desire and intend to evidence such amendments;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, and other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions.

1.1 Amendment to Definitions. The definition of the term “Customary Mandatory Prepayment Terms” in Section 1.01 of the CreditAgreement is hereby amended by amending and restating the definition of such term in its entirety as follows:

““Customary Mandatory Prepayment Terms” means, in respect of any Indebtedness, terms requiring any obligor in respect ofsuch Indebtedness to Pay (or offer to Pay) such Indebtedness (a) in the event of a “change in control” (or similar event), (b) in theevent of an “asset sale” (or similar event, including condemnation or casualty), provided that such

mandatory Payment (or offer to Pay) in the event of an “asset sale” (or similar event, including condemnation or casualty) (i) canbe avoided pursuant to customary reinvestment rights (it being understood that the terms of such Indebtedness may includeadditional customary means of avoiding the applicable Payment) and (ii) shall not apply to the sale or disposition of Collateralexcept, in the case of Permitted Second-Lien Indebtedness, on the same terms as those in the Loan Documents (subject to therelevant Intercreditor Agreement), (c) in the event of a “fundamental change” (or similar event) that is customary at the time ofissuance (a “Fundamental Change”) or (d) in the case of any Indebtedness that constitutes a term loan, on account of annual“excess cash flow” on terms approved by the Administrative Agent (such approval not to be unreasonably withheld). Holdings orthe Parent Borrower may provide a certificate of a Financial Officer to the effect that the terms of (x) any reinvestment rights orother means of avoiding the applicable Payment referred to in clause (b)(i) above or (y) Fundamental Change are customary, andsuch determination shall be conclusive unless the Administrative Agent shall have objected to such determination within fiveBusiness Days following its receipt of such certificate and the draft documentation governing such Indebtedness.”

1.2 Additional Definitions. As used herein, the term “Amendment No. 3” shall mean Amendment No. 3 to Credit Agreement, dated asof March 8, 2018, by and among Agents, Lenders party thereto, Borrowers and Guarantors, as the same now exists or may hereafter beamended, modified, supplemented, extended, renewed, restated or replaced, and the Credit Agreement and the other Loan Documents shallbe deemed and are hereby amended to include, in addition and not in limitation, such definition.

1.3 Interpretation. For purposes of this Amendment No. 3, all terms used herein which are not otherwise defined herein, including butnot limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement.

Section 2. Liens. Section 6.02 of the Credit Agreement is hereby amended by deleting the last paragraph thereof in its entirety andreplacing it with the following:

“Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.02 (other than (1) involuntary PermittedEncumbrances, (2) Specified Involuntary Liens securing obligations not in excess of $20,000,000 at any time and (3) those permittedunder clauses (a), (c), (g), (h), (m) or (t) above) may at any time attach to any Collateral.”

Section 3. Representations and Warranties. Each Loan Party represents and warrants to Agents and Lenders that the representationsand warranties of each Loan Party contained in Article III of the Credit Agreement or any other Loan Document delivered in connectionwith this Amendment No. 3 are true and correct in all material respects on and as of the date hereof, except (i) to the extent that suchrepresentations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as ofsuch earlier date, and (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words ofsimilar import), they shall be true and correct in all respects in accordance with the terms thereof.

Section 4. Conditions Precedent. This Amendment No. 3 shall only be effective on the date of the satisfaction or waiver of each of thefollowing conditions precedent:

4.1 Administrative Agent shall have received an original or original counterparts (or a telefacsimile or other electronic copy, includingan email with a pdf) of this Amendment No. 3, duly authorized, executed and delivered by Borrowers, Guarantors, Administrative Agentand the Required Revolving Lenders; and

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4.2 immediately after giving effect to the terms and conditions of this Amendment No. 3, no Default or Event of Default shall haveoccurred and be continuing.

Section 5. Effect of Amendment No. 3. Except as expressly set forth herein, no other amendments, changes or modifications to theLoan Documents are intended or implied, and in all other respects the Loan Documents are hereby specifically ratified, restated andconfirmed by all parties hereto as of the effective date hereof and Loan Parties shall not be entitled to any other or further amendment byvirtue of the provisions of this Amendment No. 3 or with respect to the subject matter of this Amendment No. 3. Without limiting thegenerality of the foregoing, each Guarantor hereby acknowledges and confirms that its guarantee of the Obligations is in full force andeffect in accordance with its terms and is hereby ratified and confirmed and such continuing liability shall not be affected by thisAmendment No. 3, nor shall anything contained in this Amendment No. 3 be deemed to limit or otherwise affect its obligations under suchguarantee. To the extent of conflict between the terms of this Amendment No. 3 and the other Loan Documents, the terms of thisAmendment No. 3 shall control. This Amendment No. 3 constitutes a Loan Document. Nothing contained in this Amendment No. 3 willconstitute a waiver of any right, power or remedy under the Credit Agreement or any of the other Loan Documents.

Section 6. Governing Law. The validity, interpretation and enforcement of this Amendment No. 3 and any dispute arising out of therelationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State ofNew York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of anyjurisdiction other than the laws of the State of New York.

Section 7. Jury Trial Waiver. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ORINDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 3, ANY OF THE OTHER LOAN DOCUMENTS ORTHE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HASREPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETOHAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT NO. 3 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERSAND CERTIFICATIONS IN THIS SECTION 8.

Section 8. Binding Effect. This Amendment No. 3 shall be binding upon and inure to the benefit of each of the parties hereto and theirrespective successors and assigns.

Section 9. Entire Agreement. This Amendment No. 3 represents the entire agreement and understanding concerning the subject matterhereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations,warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

Section 10. Headings. The headings listed herein are for convenience only and do not constitute matters to be construed in interpretingthis Amendment No. 3.

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Section 11. Counterparts. This Amendment No. 3 may be executed in any number of counterparts, each of which shall be an original,but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment No. 3by telefacsimile or other electronic method of transmission (including email with a pdf) shall have the same force and effect as delivery ofan original executed counterpart of this Amendment No. 3. Any party delivering an executed counterpart of this Amendment No. 3 bytelefacsimile or other electronic method of transmission (including email with a pdf) shall also deliver an original executed counterpart ofthis Amendment No. 3, but the failure to do so shall not affect the validity, enforceability, and binding effect of this Amendment No. 3.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed and delivered as of the day andyear first above written.

J. C. PENNEY CORPORATION, INC.

By: /s/ Trent KruseName: Trent KruseTitle: Vice President, Treasury and Investor Relations

J. C. PENNEY COMPANY, INC.

By: /s/ Trent KruseName: Trent KruseTitle: Authorized Signatory

J. C. PENNEY PURCHASING CORPORATIONJCP REAL ESTATE HOLDINGS, INC.J. C. PENNEY PROPERTIES, INC.

By: /s/ Gary PiperName: Gary PiperTitle: Vice President, Treasurer

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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

WELLS FARGO BANK, NATIONALASSOCIATION,as Administrative Agent, Revolving Agent andCollateral Agent

By: /s/ Maggie TownsendName: Maggie TownsendTitle: Vice President

WELLS FARGO BANK, NATIONALASSOCIATION,as LC Issuer, as a Lender and as Swing Line Lender

By: /s/ Maggie TownsendName: Maggie TownsendTitle: Vice President

[SIGNATURES CONTINUE ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BANK OF AMERICA, N.A.,as a Lender

By: /s/ Christine HutchinsonName: Christine HutchinsonTitle: Director

[SIGNATURES CONTINUE ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

JPMORGAN CHASE BANK, N.A.,as a Lender

By: /s/ Lauren BakerName: Lauren BakerTitle: Executive Director

[SIGNATURES CONTINUE ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BARCLAYS BANK PLC,as a Lender

By: /s/ Nick GuzzardoName: Nick GuzzardoTitle: Assistant Vice President