Assets of Department Store Company

Sale of substantially all of assets of J.C. Penney Company, Inc. and the Subsidiaries of the Company ("Sellers"). The sale assets divided into two parts:

(A) The OpCo Acquired Assets: All of Sellers' right, title, and interest in, to and under, as of the Closing, the following assets:

• The OpCo Assigned Contracts and any Contracts designated for assumption and assignment;
• All OpCo Closing Cash, all bank accounts other than those specified in the Asset Purchase Agreement, and all Accounts Receivable of Sellers;
• All royalties, advances, prepaid assets (excluding prepaid Taxes of Sellers), security and other deposits, prepayments and other current assets (excluding current Tax assets), of Sellers as of the OpCo Closing (but excluding all interests in the Excluded Insurance Policies and all prepaid assets to the extent relating to Excluded Contracts as of the OpCo Closing);
• All Documents that are not Excluded Documents;
• The OpCo Acquired Owned Real Property;
• The OpCo Acquired Leased Real Property, including any Leasehold Improvements;
• The Excluded PropCo Real Property;
• All tangible assets of Sellers, and more described from Page No. 7-9 on the attached PDF.

(B) The PropCo Acquired Assets: All of Sellers' right, title, and interest in, to and under, as of the Closing, the following assets:

• The PropCo Closing Cash;
• The PropCo Acquired Leased Real Property;
• The PropCo Acquired Owned Real Property;
• The PropCo Acquired Leases;
• All Permits relating to the ownership of each PropCo Acquired Owned Real Property or PropCo Acquired Leased Real Property;
• All Real Estate Plans and Real Estate Warranties with respect to each PropCo Acquired Owned Real Property or PropCo Acquired Leased Real Property;
• The Master Lease Agreement and Distribution Centers Lease Agreement, the Interim Period Rent Payments, and the Transition Services Agreement;
• All equity interest in PropCo Trust;
• All Tax refunds or rebates that relate solely to PropCo Taxes; and
• Any prepaid PropCo Taxes.