provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.
Section 7. Notices. All communications and notices hereunder shall be in writing
and given as provided in Section 11.7 of the Intercreditor Agreement. All
communications and notices hereunder to the Additional Representative shall be
given to it at the address set forth under its signature hereto, which
information supplements Section 11.7 of the Intercreditor Agreement.
Section 8. Expenses. The Borrower agrees to reimburse each Representative for
its reasonable out-of-pocket expenses in connection with this Representative
Joinder Agreement, including the reasonable fees, other charges and
disbursements of counsel for each Representative.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Additional Representative has duly executed this
Representative Joinder Agreement to the Intercreditor Agreement as of the day
and year first above written.
[NAME OF ADDITIONAL REPRESENTATIVE], [as REPRESENTATIVE with respect to [NAME OF
REPLACEMENT ABL CREDIT AGREEMENT] and the holders of the Secured Obligations
thereunder] [as Junior Priority Representative for the Junior Priority Secured
Parties] By:
Name:
Title:
Address for notices:
attention of:
Telecopy:
Acknowledged by:
[EACH REPRESENTATIVE], as Representative with respect to [
]
By:
Name:
Title:
Annex III
[FORM OF] GRANTOR JOINDER AGREEMENT NO. [
] dated as of
[
], 201[
] (the "Grantor Joinder Agreement") to the INTERCREDITOR
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 Credit Agreement, Wilmington
Trust, National Association ("Wilmington"), in its capacity as Collateral Agent
(as defined in the Term Loan/Notes Pari 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 Intercreditor Agreement.
B. [
], a Subsidiary of the Borrower (the "Additional Grantor"), has
granted a Lien on all or a portion of its assets to secure First Priority
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 Borrower 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