liens and security
interests granted to the Collateral Agent pursuant to this Agreement in respect
of the Common Collateral and the exercise of any right or remedy by the
Collateral Agent hereunder in respect of the Common Collateral, in each case,
with respect to such Common Collateral are subject to the limitations and
provisions of the Intercreditor Agreement. In the event of any inconsistency
30
between the terms or conditions of this Agreement (other than Section 2) and the
terms and conditions of the Intercreditor Agreement, the terms and conditions of
the Intercreditor Agreement shall control.
[Remainder of page intentionally left blank]
31
IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
J. C. PENNEY COMPANY, INC., as Grantor By:
Name:
Title:
J. C. PENNEY
CORPORATION, INC., as Grantor By:
Name:
Title:
J. C. PENNEY PURCHASING
CORPORATION, as Grantor By:
Name:
Title:
JCP REAL ESTATE HOLDINGS, INC.,
as Grantor By:
Name:
Title:
J. C. PENNEY PROPERTIES, INC., as Grantor
By:
Name:
Title:
Pledge and Security Agreement
GOLDMAN SACHS BANK USA, as Collateral Agent By:
Authorized Signatory
Pledge and Security Agreement
SCHEDULE 5.2
TO 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) Copyright 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 of Patent License
Patent Number of underlying Patent
Name of Licensor
(E) Trademarks
Trademark
Registration
SCHEDULE 5.2-1
Grantor
Jurisdiction
Number/ (Serial Number)
Registration Date/ (Filing
Date)
(F) Trademark Licenses
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. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL
Grantor
Description of Property
Name and Address of Third Party
IV. AIRCRAFT, AIRCRAFT ENGINES AND PROPELLERS
SCHEDULE 5.2-2
SCHEDULE 5.4 TO
PLEDGE AND SECURITY AGREEMENT
FINANCING STATEMENTS:
Grantor
Filing Jurisdiction(s)
SCHEDULE 5.4-1
SCHEDULE 5.5
TO PLEDGE AND SECURITY AGREEMENT
Grantor
Location of Equipment and Inventory
SCHEDULE 5.5-1
EXHIBIT A
TO PLEDGE AND SECURITY AGREEMENT
PLEDGE SUPPLEMENT
This PLEDGE SUPPLEMENT, dated [
], 20[
], is delivered by [NAME OF
GRANTOR] a [NAME OF STATE OF INCORPORATION] [Corporation] (the "Grantor")
pursuant to the Pledge and Security Agreement, dated as of May 22, 2013 (as it
may be from time to time amended, restated, modified or supplemented, the
"Security Agreement"), among J. C. PENNEY CORPORATION, INC., the other Grantors
named therein, and GOLDMAN SACHS BANK USA, as the Collateral Agent. Capitalized
terms used herein not otherwise defined herein shall have the meanings ascribed
thereto in the Security Agreement.
Grantor hereby confirms the grant to the Collateral Agent set forth in