0001310067-14-000043 Sample Contracts

GUARANTY
Guaranty • December 4th, 2014 • Sears Holdings Corp • Retail-department stores • New York

THIS GUARANTY (this “Guaranty”) is executed as of September 15, 2014 by SEARS HOLDINGS CORPORATION, a Delaware corporation (together with any permitted successors and assigns, “Guarantor”), for the benefit of JPP II, LLC, a Delaware limited Partnership and JPP, LLC, a Delaware limited liability company (collectively, together with their respective successors and assigns, “Lender”).

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LOAN AGREEMENT Dated as of September 15, 2014 between
Loan Agreement • December 4th, 2014 • Sears Holdings Corp • Retail-department stores • New York

This Loan Agreement (this “Agreement”) is dated September 15, 2014 and is between JPP II, LLC and JPP, LLC, each a Delaware limited liability company, as lender (collectively, together with their respective successors and assigns, including any lawful holder of any portion of the Indebtedness, as hereinafter defined, “Lender”), and SEARS, ROEBUCK AND CO., SEARS DEVELOPMENT CO. and KMART CORPORATION, as borrower (individually or collectively, as the context may require, jointly and severally, together with their respective permitted successors and assigns, “Borrower”).

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