rdd Doc 9195 Filed 12/21/20 Entered 12/21/20 12:31:40 Main Document Pg 1 of 6

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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

---x

In re

:

:

Chapter

11

SEARS HOLDINGS CORPORATION, et al., :

:

Case No. 18-23538 (RDD)

:

Debtors.

_:

_(Jointly

_{Administered)}

---x

STIPULATION, AGREEMENT AND ORDER

RESOLVING MOTION FOR RELIEF FROM THE AUTOMATIC STAY

This stipulation, agreement, and proposed order (the “Stipulation”) is entered into

by and among Innovel Solutions, Inc., f/k/a Sears Logistics Services, Inc. (“Innovel”) and certain

of its affiliates (together with Innovel, the “Debtors”), Chicago Title Insurance Company

(“Chicago Title”), and William D. Staffieri (“Staffieri”). The Debtors, Chicago Title, and

Staffieri collectively are also sometimes referred to in this Stipulation as the “Parties,” and each,

as a “Party.” The Parties hereby stipulate and agree as follows:

1 _{The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification} number, are as follows: Sears Holdings Corporation (0798); Kmart Holding Corporation (3116); Kmart Operations LLC (6546); Sears Operations LLC (4331); Sears, Roebuck and Co. (0680); ServiceLive Inc. (6774); SHC Licensed Business LLC (3718); A&E Factory Service, LLC (6695); A&E Home Delivery, LLC (0205); A&E Lawn & Garden, LLC (5028); A&E Signature Service, LLC (0204); FBA Holdings Inc. (6537); Innovel Solutions, Inc. (7180); Kmart Corporation (9500); MaxServ, Inc. (7626); Private Brands, Ltd. (4022); Sears Development Co. (6028); Sears Holdings Management Corporation (2148); Sears Home & Business Franchises, Inc. (6742); Sears Home Improvement Products, Inc. (8591); Sears Insurance Services, L.L.C. (7182); Sears Procurement Services, Inc. (2859); Sears Protection Company (1250); Sears Protection Company (PR) Inc. (4861); Sears Roebuck Acceptance Corp. (0535); Sears, Roebuck de Puerto Rico, Inc. (3626); SYW Relay LLC (1870); Wally Labs LLC (None); SHC Promotions LLC (9626); Big Beaver of Florida Development, LLC (None); California Builder Appliances, Inc. (6327); Florida Builder Appliances, Inc. (9133); KBL Holding Inc. (1295); KLC, Inc. (0839); Kmart of Michigan, Inc. (1696); Kmart of Washington LLC (8898); Kmart Stores of Illinois LLC (8897); Kmart Stores of Texas LLC (8915); MyGofer LLC (5531); Sears Brands Business Unit Corporation (4658); Sears Holdings Publishing Company, LLC. (5554); Sears Protection Company (Florida), L.L.C. (4239); SHC Desert Springs, LLC (None); SOE, Inc. (9616); StarWest, LLC (5379); STI Merchandising, Inc. (0188); Troy Coolidge No. 13, LLC (None); BlueLight.com, Inc. (7034); Sears Brands, L.L.C. (4664); Sears Buying Services, Inc. (6533); Kmart.com LLC (9022); Sears Brands Management Corporation (5365); and SRe Holding Corporation (4816). The location of the Debtors’ corporate headquarters is 130 West 42nd Street, 17th Floor, New York, NY 10036.

WEIL:\97653520\13\73217.0004

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RECITALS

A. On October 15, 2018 (the “Commencement Date”), the Debtors commenced

voluntary cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”)

in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy

Court”). The Debtors are continuing to operate as debtors in possession pursuant to sections

1107(a) and 1108 of the Bankruptcy Code.

B. Innovel, Staffieri, and Congress Abstract Corporation, the predecessor in interest

to Chicago Title, entered into a certain Escrow Agreement, dated December 20, 1994

(the “Escrow Agreement”) relating to the environmental remediation limited to an 11,000 +/-

square foot parcel known as Parcel 3 and located at 3820 North Second Street, Philadelphia, PA

(the “Premises”).

C. Chicago Title currently holds the sum of $223,827.47 under the terms of the Escrow

Agreement (the “Escrowed Funds”). Pursuant to the terms of the Escrow Agreement, the

Escrowed Funds were to be used to secure Innovel’s agreement to remediate contamination at the

Premises.

D. On April 17, 2020, Chicago Title filed the Motion for Relief from the Automatic

Stay Pursuant (ECF No. 7825) (the “Stay Relief Motion”), seeking relief from the Automatic

Stay to allow Chicago Title to file a state court interpleader action regarding the Escrowed Funds

in order to resolve any disputes as to the Escrowed Funds and permit disbursement of the Escrowed

Funds.

E. Subsequent to the filing of the Stay Relief Motion, Innovel and Staffieri have

agreed that the amount necessary to complete any remediation at the Premises is estimated to not

exceed $109,000.00. Accordingly, the Parties have agreed, subject to approval of the Bankruptcy

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Court, to the release of the Escrowed Funds and the establishment of a new escrow account, in a

reduced amount, in accordance with the terms and conditions set forth below.

NOW, THEREFORE, UPON THE FOREGOING RECITALS, WHICH ARE

INCORPORATED AS THOUGH FULLY SET FORTH HEREIN, IT HEREBY IS

STIPULATED AND AGREED, BY AND BETWEEN THE PARTIES, THROUGH THE

UNDERSIGNED, AND UPON COURT APPROVAL HEREOF, IT SHALL BE ORDERED

THAT:

1.

This Stipulation shall have no force or effect unless and until approved by the

Bankruptcy Court (the date of such approval is hereinafter referred to as the “Effective Date”).

2.

On the Effective Date, the Escrow Agreement shall be terminated and Chicago Title

shall be authorized and directed to release all of the Escrowed Funds as provided in paragraph 3

herein. This Stipulation shall be deemed to constitute an agreement to terminate the Escrow

Agreement.

3.

The Debtors and Staffieri shall execute and deliver a new escrow agreement,

substantially in the form attached as Exhibit A hereto (the “New Escrow Agreement”). Chicago

Title shall release the Escrow Funds as follows: $114,827.47 to Debtors, $5,617.00 to Staffieri,

and $103,383.00 the Escrow Agent, to be held in the Escrow Account created pursuant to the New

Escrow Agreement.

4.

Upon the occurrence of the Effective Date, the Automatic Stay shall be lifted to the

extent required to enable the Parties to comply with the terms of this Stipulation.

5.

All other provisions of the Automatic Stay, including, without limitation, those

provisions prohibiting the commencement or continuation of any judicial proceeding against the

Debtors that were or could have been commenced prior to the Commencement Date, and those

provisions prohibiting any act to collect, assess, or recover a claim that arose prior to the

2 _{For purposes of this paragraph, capitalized terms used but not otherwise defined herein shall have the meaning} ascribed to them in the New Escrow Agreement.

4

Commencement Date from the respective estates and/or assets or property of any of the Debtors

(as defined in section 541 of the Bankruptcy Code), shall remain in full force and effect.

6.

This Stipulation shall constitute the entire agreement and understanding of the

Parties relating to the subject matter hereof and supersedes all prior agreements and understandings

relating to the subject matter hereof.

7.

Each of the undersigned who executes this Stipulation by or on behalf of a Party

represents and warrants that he or she has been duly authorized and empowered to execute and

deliver this Stipulation on behalf of such Party.

8.

This Stipulation may be executed in counterparts, each of which shall be deemed

an original, but all of which together shall constitute one and the same instrument, and it shall

constitute sufficient proof of this Stipulation to present any copies, electronic copies, or facsimiles

signed by the Parties here to be charged.

9.

This Stipulation shall not be modified, altered, amended or vacated without the

written consent of all Parties hereto or by further order of the Bankruptcy Court.

10.

Notwithstanding the applicability of Bankruptcy Rule 4001(a)(3), the terms and

provisions of this Stipulation shall be immediately effective and enforceable upon the Effective

Date, and shall thereafter be binding upon the Parties hereto and their respective affiliates and

successors.

11.

This Stipulation shall be governed by, and construed in accordance with, the laws

of the State of New York, except to the extent that the Bankruptcy Code applies, without regard to

principles of conflicts of law that would require the application of laws of another jurisdiction.

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12.

The Bankruptcy Court shall retain jurisdiction to resolve any disputes or

controversies arising from this Stipulation.

[Signature page follows]

6

IN WITNESS WHEREOF, this Stipulation has been executed and delivered as of

the day and year first below written.

Dated: December 7, 2020

Dated: December 7, 2020

By:

/s/ Jacqueline Marcus

Ray C. Schrock, P.C.

Jacqueline Marcus

Garrett A. Fail

Sunny Singh

WEIL, GOTSHAL & MANGES LLP

767 Fifth Avenue

New York, NY 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

Attorneys for Debtors

and Debtors in Possession

Dated: December 8, 2020

By:

/s/ William D. Staffieri

William D. Staffieri

4233 Richmond Street

Philadelphia, PA 19137

Telephone: 215-831-1732

Email: [email protected]

By: /s/ David J. Wolkenstein

David J. Wolkenstein

Anastasia Filopoulos

FIDELITY NATIONAL LAW

GROUP

711 Third Avenue, 8

_Floor

New York, New York 10017

Telephone: (646) 708-8085

Facsimile: (646) 219-2136

Attorneys for Chicago Title Insurance

Company

It is SO ORDERED

Dated: December 21, 2020

White Plains, New York

/s/Robert D. Drain

THE HONORABLE ROBERT D. DRAIN

UNITED

STATES

BANKRUPTCY

JUDGE





([KLELW$



1HZ(VFURZ$JUHHPHQW

Execution Version

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the “Escrow Agreement”) is entered into and effective this December 7, 2020, by and among Jeffrey R. Abbott, Esquire, a Pennsylvania resident (the “Escrow Agent”), William D. Staffieri, a Florida resident (“Buyer”) and Innovel Solutions, Inc. (a/k/a Sears Logistics Services, Inc.) (the “Company)” and together with the Buyer and the Escrow Agent, the “Parties”;

BACKGROUND

Buyer, the Company and Congress Abstract Corporation entered into an Escrow Agreement on or about December 20, 1994 (the “1994 Escrow Agreement”). A copy of that Agreement is attached as Exhibit “A”.

Buyer, the Company and Chicago Title Insurance Company (successor in interest to Congress Abstract Corporation) have agreed to terminate the 1994 Escrow Agreement in accordance with the Stipulation, Agreement And Order Resolving Motion For Relief From The Automatic Stay, dated December 7, 2020, attached here as Exhibit “B”.

Upon the termination of the 1994 Escrow Agreement, $114,827.47 has been paid outright to the

Company and $5,617.00 has been paid to Buyer. Buyer and the Company have agreed that $103,383.00 is to be held in escrow in accordance with this Escrow Agreement (the “Escrow Funds”).

WHEREAS,

The Parties desire for the Escrow Agent to open an account (the “Escrow Account”) into which the Escrow Funds, shall be held, disbursed and invested by the Escrow Agent in accordance with this Escrow Agreement.

The Parties desire for the Escrow Account to be used exclusively to fund certain costs pertaining to environmental remediation limited to an 11,000 +/- square foot parcel known as Parcel 3 and located at 3820 North 2nd Street, Philadelphia, PA, 19140, currently owned by the Company (the “Property”). NOW, THEREFORE, in consideration of the premises herein, the Parties agree as follows:

I. Terms and Conditions

1.1. Buyer and the Company hereby appoint the Escrow Agent as their escrow agent, and the Escrow Agent hereby accepts its duties as provided herein. The initial escrow deposit will be the Escrow Funds totaling $103,383.00. The Escrow Funds shall be initially allocated as follows:

Vertex estimate $57,000.00

GAC proposal $15,000.00

Vertex reserve (wells) $15,000.00

GAC reserve (wells) $2,000.00

Reserve $14,383.00

TOTAL: $103,383.00

1.2 In connection with the remediation of the Property, the Company shall remit to the Escrow Agent the Escrow Funds, using the wire instructions set forth below, to be held by the Escrow Agent and disbursed and invested as provided in this Escrow Agreement.:

Citizens Bank ABA: 036076150 Acct.#: 6101554000

Acct. Name: Jeffrey R. Abbott, IOLTA

1.3. Within two business days (except as provided in Paragraphs 1.4, 1.5 and 1.6) of receipt of written instructions (“Joint Instructions”), signed by an authorized representative of both Buyer and the Company, the Escrow Agent shall disburse funds held in the Escrow Account as provided in such Joint Instructions and this Section 1.3, but only to the extent that funds are collected and available. Furthermore, if Buyer requests instruction from the Company and the Company does not respond within 15 calendar days, the Escrow Agent can release funds to Buyer for purposes of funding the remediation. The Joint Instructions shall include the amount to be disbursed and shall identify the party to whom the disbursement shall be made. The Escrow Agent shall have no responsibility for, and is hereby relieved of all liability to Buyer, the Company and all other persons and entities with respect to, the manner in which funds are applied or disbursed from the Escrow Account.

1.4 Immediately upon receipt of the Escrow Funds set forth in Paragraph 1.1 above, the Escrow Agent shall disburse $2,525.00 to GAC, which amount shall reduce the Escrow Funds allocated to the GAC proposal.

1.5 Upon the completion of the remediation of the Property, (i) as evidenced by either a “No Further Action Letter” or similar determination communicated in writing by the Pennsylvania Department of Environmental Protection or (ii) compliance by the Company to the reasonable satisfaction of the Buyer with Paragraph 18 of the Agreement for Purchase and Sale of Property between SLS, Inc. and Buyer dated May 31, 1994 attached as Exhibit “C”, any remaining Escrow Funds, shall be delivered to the Company.

1.6 Notwithstanding the above, if remediation of the Property has not been completed in compliance with Paragraph 1.5 above on or before November 1, 2021 the remaining Escrow Funds shall be paid to the Buyer and the Property shall be conveyed by the Company to the Buyer.

II. Provisions as to the Escrow Agent

2.1. This Escrow Agreement expressly and exclusively sets forth the duties of the Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. In performing its duties under this Escrow Agreement, or upon the claimed failure to perform its duties, the Escrow Agent shall have no liability except for the Escrow Agent’s willful misconduct or gross negligence. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall have no liability with respect to the transfer or distribution of any funds effected by the Escrow Agent pursuant to wiring or transfer instructions provided to the Escrow Agent in accordance with the provisions of this Escrow Agreement. Any wire transfers of funds made by the Escrow Agent pursuant to this Escrow Agreement will be made subject to and in accordance with the Escrow Agent’s usual and ordinary wire transfer procedures in effect from time to time. No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur

any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Escrow Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings.

2.2. The Parties acknowledge and agree that the Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part thereof, or of any person executing or depositing such subject matter.

2.3. This Escrow Agreement, together with all exhibits hereto, constitutes the entire agreement among the Parties in connection with the subject matter of this Escrow Agreement, and no other agreement entered into between Buyer and the Company, or either of them, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof.

2.4. The Escrow Agent shall be protected in acting upon any written instruction, notice, request or instrument which the Escrow Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the Escrow Funds and items amending the terms of this Escrow Agreement.

2.5. The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. Any legal fees incurred by the Escrow Agent shall be paid from the Escrow Funds.

2.6. In the event of any disagreement between Buyer and the Company, or between either of them and any other party, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that the Escrow Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to any party for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of Buyer and the Company and all other interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among Buyer and the Company and all other interested parties, and the Escrow Agent shall have been notified thereof in writing signed by Buyer and the Company. Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of an agency of the United States or any political subdivision thereof, or of any agency of any State of the United States or of any political subdivision thereof, and the Escrow Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The rights of the Escrow Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise.

The Parties acknowledge that Escrow Agent acts as legal counsel for Buyer and may continue to do so notwithstanding this Agreement. In the event of any disagreement or doubt, as described above, the Escrow Agent shall have the right, in addition to the rights described above and at the election of the Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all funds

and property held under this Escrow Agreement, and the Escrow Agent shall have the right to take such other legal action as may be appropriate or necessary, in the sole discretion of the Escrow Agent. Upon such tender, Buyer and the Company agree that the Escrow Agent shall be discharged from all further duties under this Escrow Agreement and, thereafter, Escrow Agent shall not be prohibited from representing Buyer in any action.

2.7. Buyer and the Company jointly and severally agree to defend, indemnify and hold harmless the Escrow Agent and his successors or assigns (the “Indemnified Parties”) from and against any and all losses, liabilities, claims made by any Party or any other person or entity, damages, expenses and costs (including, without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Losses”) which any such Indemnified Party may incur and which arise directly or indirectly from this Escrow Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as the Escrow Agent hereunder; provided, however, that no Indemnified Party shall be entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by such Indemnified Party’s gross negligence or willful misconduct and, provided further, that the Company’s indemnity obligations are limited to the Escrow Funds. The provisions of this section shall survive the termination of this Escrow Agreement and any resignation or removal of the Escrow Agent.

2.8 If the Escrow Agent resigns or dies, James R. Abbott, Esquire, in his individual capacity, shall be Successor Escrow Agent (“Successor”) under this Escrow Agreement without further act.

2.9. The Escrow Agent or Successor may resign at any time from its obligations under this Escrow Agreement by providing written notice to Buyer and the Company. Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier than thirty (30) calendar days after such written notice has been furnished. If the Successor resigns Buyer and the Company shall promptly appoint a second successor escrow agent. In the event no second successor escrow agent has been appointed on or prior to the date such resignation is to become effective, the Successor shall be entitled to tender into the custody of any court of competent jurisdiction all funds and other property then held by the Successor hereunder and the Successor shall thereupon be relieved of all further duties and obligations under this Escrow Agreement. The Successor shall have no responsibility for the appointment of a second successor escrow agent hereunder.

III. Compensation of the Escrow Agent

3.1. The Escrow Agent and Successor shall be entitled to reasonable compensation to be paid from the Escrow Funds. The Escrow Agent and Successor shall not charge fees to Buyer and the Company for the services provided by it hereunder; provided, however, that the terms of this paragraph shall in no way limit the rights of the Escrow Agent and Successor to indemnification as set forth in this Escrow Agreement.

IV. Miscellaneous

4.1 The Parties agree that, subject to the terms and conditions of this Escrow Agreement, at least one of the owners of the funds held in escrow is an individual and the Escrow Funds shall be held in the Escrow Agent’s IOLTA account. No interest on the Escrow Funds shall accrue to Buyer or Company.

4.2 The Escrow Funds will be retained by the Escrow Agent in an Interest on Lawyers Trust Account (IOLTA). Any interest on those funds are accrued within the trust fund administered by the Pennsylvania Interest in Lawyers trust Accounts Board, P.O. Box 62445, 601 Commonwealth

Avenue, Harrisburg, PA 17106-2445. The Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return with respect to the Escrow Funds or any income earned by the Escrow Funds. Buyer and the Company, jointly and severally, agree to indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the funds held under this Escrow Agreement or any earnings or interest thereon unless such tax, late payment, interest, penalty or other cost or expense was caused by the gross negligence or willful misconduct of the Escrow Agent; provided that the Company’s indemnity obligations are limited to the Escrow Funds. The indemnification provided in this section is in addition to the indemnification provided to the Escrow Agent elsewhere in this Escrow Agreement and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

4.3. Any notice, request for consent, report, or any other communication required or permitted in this Escrow Agreement shall be in writing and shall be deemed to have been given when delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) by electronic mail to the e-mail address given below, and written confirmation of receipt is obtained promptly after completion of the transmission, (iv) by overnight delivery with a reputable national overnight delivery service, or (v) by United States mail, postage prepaid, or by certified mail, return receipt requested and postage prepaid, in each case to the appropriate address set forth below or at such other address as any party hereto may have furnished to the other Parties hereto in writing:

If to the Escrow Agent: Jeffrey R. Abbott, Esquire 103 Chesley Drive Media, PA 19063 Telephone: 610-565-0330 Facsimile: 610-565-9363 Email: [email protected] If to Buyer: William D. Staffieri 4233 Richmond Street Philadelphia, PA 19137 Telephone: 215-831-1732 Email: [email protected] If to the Company:

M-III Advisory Partners, LP 1700 Broadway, 19thFloor, New York, NY 10019

Attention: William Gallagher Telephone: 212-202-2214

Email: [email protected]

with a copy (which shall not constitute notice) to Weil, Gotshal & Manges LLP

2001 M Street NW, Suite 600

Washington, DC 20036 Attention: Thomas D. Goslin Telephone: (212) 310-8552 Email: [email protected]

Any Party may unilaterally designate a different address by giving written notice (e-mail shall suffice) of each change in the manner specified above to each other party.

4.4. This Escrow Agreement is intended to be construed according to the laws of the Commonwealth of Pennsylvania. Except as permitted in Section 2.9, neither this Escrow Agreement nor any rights or obligations hereunder may be assigned by any party hereto without the express written consent of each of the other Parties hereto, provided that, upon the Effective Date1 of the confirmed Plan in the Company’s Chapter 11 case, all rights of the Company shall be automatically assigned to the Liquidation Trust in accordance with the Plan without need for any consent or written documentation. This Escrow Agreement shall inure to and be binding upon the Parties hereto and their respective successors, heirs and permitted assigns.

4.5. The terms of this Escrow Agreement may be altered, amended, modified or revoked only by an instrument in writing signed by all the Parties hereto.

4.6. If any provision of this Escrow Agreement shall be held or deemed to be or shall in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatsoever. 4.7. This Escrow Agreement is for the sole benefit of the Indemnified Parties, Buyer, the Company and the Escrow Agent, and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Escrow Agreement. 4.8. No party to this Escrow Agreement shall be liable to any other party hereto for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, the COVID-19 pandemic or other causes reasonably beyond its control.

4.9. This Escrow Agreement shall terminate upon the distribution of all Escrow Funds or upon the earlier joint written instructions of the the Buyer and the Company.

4.10. All titles and headings in this Escrow Agreement are intended solely for convenience of reference and shall in no way limit or otherwise affect the interpretation of any of the provisions hereof.

4.11. This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

1_{All capitalized terms not otherwise defined in this paragraph shall have the meaning attributed to them in the}

Order(I) Confirming Modified Second Amended Joint Chapter 11 Plan of Sears Holdings Corporation And Its Affiliated Debtors And (II) Granting Related Relief [ECF No. 5370], entered in the Company’s chapter 11 case (jointly administered under Case No. 18-23538 (RDD)).

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EXHIBIT A 1994 Escrow Agreement

EXHIBIT B

Stipulation, Agreement and Order Resolving Motion for Relief from the Automatic Stay dated December 7, 2020

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

---x

In re

:

:

Chapter 11

SEARS HOLDINGS CORPORATION, et al.,

:

:

Case No. 18-23538 (RDD)

:

Debtors.

_:

_{(Jointly Administered)}

---x

STIPULATION, AGREEMENT AND ORDER

RESOLVING MOTION FOR RELIEF FROM THE AUTOMATIC STAY

This stipulation, agreement, and proposed order (the “Stipulation”) is entered into

by and among Innovel Solutions, Inc., f/k/a Sears Logistics Services, Inc. (“Innovel”) and certain

of its affiliates (together with Innovel, the “Debtors”), Chicago Title Insurance Company

(“Chicago Title”), and William D. Staffieri (“Staffieri”). The Debtors, Chicago Title, and

Staffieri collectively are also sometimes referred to in this Stipulation as the “Parties,” and each,

as a “Party.” The Parties hereby stipulate and agree as follows:

1_{The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification}

number, are as follows: Sears Holdings Corporation (0798); Kmart Holding Corporation (3116); Kmart Operations LLC (6546); Sears Operations LLC (4331); Sears, Roebuck and Co. (0680); ServiceLive Inc. (6774); SHC Licensed Business LLC (3718); A&E Factory Service, LLC (6695); A&E Home Delivery, LLC (0205); A&E Lawn & Garden, LLC (5028); A&E Signature Service, LLC (0204); FBA Holdings Inc. (6537); Innovel Solutions, Inc. (7180); Kmart Corporation (9500); MaxServ, Inc. (7626); Private Brands, Ltd. (4022); Sears Development Co. (6028); Sears Holdings Management Corporation (2148); Sears Home & Business Franchises, Inc. (6742); Sears Home Improvement Products, Inc. (8591); Sears Insurance Services, L.L.C. (7182); Sears Procurement Services, Inc. (2859); Sears Protection Company (1250); Sears Protection Company (PR) Inc. (4861); Sears Roebuck Acceptance Corp. (0535); Sears, Roebuck de Puerto Rico, Inc. (3626); SYW Relay LLC (1870); Wally Labs LLC (None); SHC Promotions LLC (9626); Big Beaver of Florida Development, LLC (None); California Builder Appliances, Inc. (6327); Florida Builder Appliances, Inc. (9133); KBL Holding Inc. (1295); KLC, Inc. (0839); Kmart of Michigan, Inc. (1696); Kmart of Washington LLC (8898); Kmart Stores of Illinois LLC (8897); Kmart Stores of Texas LLC (8915); MyGofer LLC (5531); Sears Brands Business Unit Corporation (4658); Sears Holdings Publishing Company, LLC. (5554); Sears Protection Company (Florida), L.L.C. (4239); SHC Desert Springs, LLC (None); SOE, Inc. (9616); StarWest, LLC (5379); STI Merchandising, Inc. (0188); Troy Coolidge No. 13, LLC (None); BlueLight.com, Inc. (7034); Sears Brands, L.L.C. (4664); Sears Buying Services, Inc. (6533); Kmart.com LLC (9022); Sears Brands Management Corporation (5365); and SRe Holding Corporation (4816). The location of the Debtors’ corporate headquarters is 130 West 42nd Street, 17th Floor, New York, NY 10036.

WEIL:\97653520\10\73217.0004

2

RECITALS

A. On October 15, 2018 (the “Commencement Date”), the Debtors commenced

voluntary cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”)

in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy

Court”). The Debtors are continuing to operate as debtors in possession pursuant to sections

1107(a) and 1108 of the Bankruptcy Code.

B. Innovel, Staffieri, and Congress Abstract Corporation, the predecessor in interest

to Chicago Title, entered into a certain Escrow Agreement, dated December 20, 1994

(the “Escrow Agreement”) relating to the environmental remediation limited to an 11,000

+/-square foot parcel known as Parcel 3 and located at 3820 North Second Street, Philadelphia, PA

(the “Premises”).

C. Chicago Title currently holds the sum of $223,827.47 under the terms of the Escrow

Agreement (the “Escrowed Funds”).

Pursuant to the terms of the Escrow Agreement, the

Escrowed Funds were to be used to secure Innovel’s agreement to remediate contamination at the

Premises.

D. On April 17, 2020, Chicago Title filed the Motion for Relief from the Automatic

Stay Pursuant (ECF No. 7825) (the “Stay Relief Motion”), seeking relief from the Automatic

Stay to allow Chicago Title to file a state court interpleader action regarding the Escrowed Funds

in order to resolve any disputes as to the Escrowed Funds and permit disbursement of the Escrowed

Funds.

E. Subsequent to the filing of the Stay Relief Motion, Innovel and Staffieri have

agreed that the amount necessary to complete any remediation at the Premises is estimated to not

exceed $109,000.00. Accordingly, the Parties have agreed, subject to approval of the Bankruptcy



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4

Commencement Date from the respective estates and/or assets or property of any of the Debtors

(as defined in section 541 of the Bankruptcy Code), shall remain in full force and effect.

6.

This Stipulation shall constitute the entire agreement and understanding of the

Parties relating to the subject matter hereof and supersedes all prior agreements and understandings

relating to the subject matter hereof.

7.

Each of the undersigned who executes this Stipulation by or on behalf of a Party

represents and warrants that he or she has been duly authorized and empowered to execute and

deliver this Stipulation on behalf of such Party.

8.

This Stipulation may be executed in counterparts, each of which shall be deemed

an original, but all of which together shall constitute one and the same instrument, and it shall

constitute sufficient proof of this Stipulation to present any copies, electronic copies, or facsimiles

signed by the Parties here to be charged.

9.

This Stipulation shall not be modified, altered, amended or vacated without the

written consent of all Parties hereto or by further order of the Bankruptcy Court.

10.

Notwithstanding the applicability of Bankruptcy Rule 4001(a)(3), the terms and

provisions of this Stipulation shall be immediately effective and enforceable upon the Effective

Date, and shall thereafter be binding upon the Parties hereto and their respective affiliates and

successors.

11.

This Stipulation shall be governed by, and construed in accordance with, the laws

of the State of New York, except to the extent that the Bankruptcy Code applies, without regard to

principles of conflicts of law that would require the application of laws of another jurisdiction.

5

12.

The Bankruptcy Court shall retain jurisdiction to resolve any disputes or

controversies arising from this Stipulation.

[Signature page follows]

IN WITNESS WHEREOF, this Stipulation has been executed and delivered as of

the day and year first below written.

Dated: December 7, 2020

Dated: December 7, 2020

By:

/s/ Jacqueline Marcus

Ray C. Schrock, P.C.

Jacqueline Marcus

Garrett A. Fail

Sunny Singh

WEIL, GOTSHAL & MANGES LLP

767 Fifth Avenue

New York, NY 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

Attorneys for Debtors

and Debtors in Possession

Dated: December 8, 2020

By:

/s/ William D. Staffieri

William D. Staffieri

4233 Richmond Street

Philadelphia, PA 19137

Telephone: 215-831-1732

Email: [email protected]

By: /s/ David J. Wolkenstein

David J. Wolkenstein

Anastasia Filopoulos

FIDELITY NATIONAL LAW

GROUP

711 Third Avenue, 8

_Floor

New York, New York 10017

Telephone: (646) 708-8085

Facsimile: (646) 219-2136

Attorneys for Chicago Title Insurance

Company

Dated: ____________, 2020

New York, New York

_____________________________________

THE HONORABLE ROBERT D. DRAIN

UNITED STATES BANKRUPTCY JUDGE

Exhibit A

New Escrow Agreement

EXHIBIT C

Agreement for Purchase and Sale of Property between SLS, Inc. and Buyer dated May 31, 1994