0001193125-21-030651 Sample Contracts

MANAGEMENT AGREEMENT

Management Agreement • February 5th, 2021 • Copper Property CTL Pass Through Trust • Real estate • New York

• Contract Type
  Management Agreement
• Filed
  February 5th, 2021
• Company
  Copper Property CTL Pass Through Trust
• Industry
  Real estate
• Jurisdiction
  New York

THIS MANAGEMENT AGREEMENT (the “Agreement”), dated this 30th day of January, 2021 (the “Effective Date”), is made and entered into by and between Copper Property CTL Pass Through Trust (the “Trust”), a New York common law trust, with offices at c/o GLAS Trust Company, LLC (the “Trustee”), 3 Second Street, Suite 206 Jersey City, NJ 07311, and Hilco JCP LLC (an affiliate of Hilco Real Estate LLC), a limited liability company (“Manager”) with offices at 5 Revere Drive, Suite 206 Northbrook, Illinois, 60062. Each of the Trust and Manager may be referred to herein as a “Party” and collectively as the “Parties.”

AMENDED AND RESTATED PASS THROUGH TRUST AGREEMENT Dated as of January 30, 2021 between COPPER BIDCO LLC, and GLAS TRUST COMPANY LLC, as Trustee

Through Trust Agreement • February 5th, 2021 • Copper Property CTL Pass Through Trust • Real estate • New York

• Contract Type
  Through Trust Agreement
• Filed
  February 5th, 2021
• Company
  Copper Property CTL Pass Through Trust
• Industry
  Real estate
• Jurisdiction
  New York

This AMENDED AND RESTATED PASS THROUGH TRUST AGREEMENT (as it may be further amended, modified, supplemented or restated from time to time, this “Trust Agreement”) dated as of January 30, 2021, is made and entered into by COPPER BIDCO LLC and GLAS TRUST COMPANY LLC (the “Trustee”), solely in its capacity as Trustee for purposes of this Trust Agreement and for the Copper Property CTL Pass Through Trust (and not in an individual capacity).

REGISTRATION RIGHTS AND RESALE COOPERATION AGREEMENT

Registration Rights and Resale Cooperation Agreement • February 5th, 2021 • Copper Property CTL Pass Through Trust • Real estate • New York

• Contract Type
  Registration Rights and Resale Cooperation Agreement
• Filed
  February 5th, 2021
• Company
  Copper Property CTL Pass Through Trust
• Industry
  Real estate
• Jurisdiction
  New York

This Registration Rights and Resale Cooperation Agreement (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of January 30, 2021, by and between Copper Property CTL Pass Through Trust (the “Trust”) and Copper Bidco LLC (“Bidco”) on behalf of the Certificateholders from time to time (as defined below).