Junior Lien Secured Parties and their respective
successors and assigns, and that such Grantor is not an intended beneficiary or
third party beneficiary thereof except 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 additional documents and instruments (in
recordable form, if requested) as the First Lien Representative or the Junior
Lien Representative (or any of their respective agents or representatives) may
reasonably request to effectuate the terms of and the lien priorities
contemplated by the Intercreditor Agreement.
This Consent shall be governed and construed in accordance with the laws of the
State of New York. Notices delivered to any Grantor pursuant to this Consent
shall be delivered in accordance with the notice provisions set forth in the
Term Loan Agreement.
[Signature page follows]
S-3
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:
Name:
Title:
J.C. PENNEY COMPANY, INC. By:
Name:
Title:
[OTHER GRANTORS] By:
Name:
Title:
S-4
Annex I
[FORM OF] GRANTOR JOINDER AGREEMENT NO. [
] dated as of
[
], 201[
] (the "Grantor Joinder Agreement") to the JUNIOR PRIORITY
INTERCREDITOR AGREEMENT dated as of [
], 20[
] (the "Intercreditor
Agreement"), among WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as
Collateral Agent, as Representative for the First Lien Secured Parties, and
[
], as Representative for the Junior Lien Secured Parties,
each other Representative from time to time party thereto, and consented to by
J.C. PENNEY CORPORATION, INC. (the "Company") 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 Intercreditor Agreement.
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 and obligations of a Grantor
thereunder. The Additional Grantor is entering into this Grantor Joinder
Agreement in accordance with the provisions 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 to the Intercreditor
Agreement:
Section 1. Accession to the Intercreditor Agreement. The Additional Grantor
(a) hereby accedes and becomes a party to the Intercreditor Agreement as a
Grantor with the same force and effect as if originally named therein as a
Grantor, (b) agrees to all the terms and provisions of the Intercreditor
Agreement and (c) shall have all the rights and obligations of a Grantor under
the Intercreditor Agreement.
Section 2. Representations, Warranties and Acknowledgment of the Additional
Grantor. The Additional Grantor represents and warrants to