Borders Agency Agreement

EXECUTION VERSION

AGENCY AGREEMENT

This Agency Agreement (this “Agreement“) is made as of July 13, 2011,
by and between Borders Group, Inc., a Michigan corporation, with executive
offices located at 100 Phoenix Drive, Ann Arbor, MI 48108, and its affiliated
companies set forth in Exhibit A hereto (collectively,
the “Merchant“) and Hilco Merchant Resources, LLC, Gordon Brothers Retail
Partners, LLC, SB Capital Group, LLC, Tiger Capital Group, LLC and Great
American Group, LLC (collectively, the “Agent“).

R E C I T A L S

WHEREAS, on February 16, 2011, the Merchant commenced voluntarily bankruptcy
cases (the “Bankruptcy 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“);

WHEREAS, the Merchant operates retail stores in the United States and desires
that the Agent act as the Merchant153s exclusive agent for the limited purpose of
(a) selling all of the Merchandise located in Merchant153s retail store
location(s) identified on Exhibit 1 attached hereto (each individually a
“Store” and collectively, the “Stores“) by means of a
promotional “going out of business,” “store closing” or similar themed sale;
(b) selling Distribution Center Inventory; and (c) disposing of the Agent Sale
FF&E, Corporate FF&E, News Stand Inventory and Caf /Candy Inventory (as
further described below, the “Sale“); and

WHEREAS, Merchant had entered into an Asset Purchase Agreement, dated as of
June 30, 2011 (the “APA“), by and among Borders Group, Inc., Borders,
Inc. and BB Brands, LLC (the “Proposed Buyer“), which APA is no longer
the stalking horse bid under the Sale Motion; and

WHEREAS, notwithstanding Merchant’s entry into the APA, this Agreement is
intended to be effective in the event (i) the Approval Order does not approve a
going concern transaction or (ii) the Approval Order approves a going concern
transaction and the going concern buyer fails to close such transaction on or
prior to July 29, 2011 (a “GC Failure“);

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Agent and the Merchant hereby
agree as follows:

Section 1. Defined Terms. All capitalized terms shall have the
meaning as defined herein.

Section 2. Appointment of Agent/Approval Order.

(a) Effective on the date hereof and subject to the entry of the
Approval Order, the Merchant hereby appoints the Agent, and the Agent hereby
agrees to serve, as the Merchant’s exclusive agent for the limited purpose of
conducting the Sale at the Stores and Merchant153s distribution centers
(collectively referred to as the “Distribution Centers“) in accordance
with the terms and conditions of this Agreement.

(b) On June 30, 2011, Merchant filed a motion (the “Sale
Motion“) with the Bankruptcy Court for entry of an order approving this
Agreement and authorizing Merchant to conduct the Sale in accordance with the
terms hereof (the “Approval Order“). The Approval Order shall be in
substantially the form annexed hereto as Exhibit 2(b) and shall provide
that on the Payment Date the Debtors shall repay or cause to be repaid the DIP
Facility in full in cash indefeasibly.

(c) Subject to entry of the Approval Order, Agent shall be
authorized to advertise the Sale as a “going out of business,” “store closing”
or similar-themed sale, and the Approval Order shall provide that Agent shall be
required to comply with applicable federal, state and local laws, regulations
and ordinances, including, without limitation, all laws and regulations relating
to advertising, permitting, privacy, consumer protection, occupational health
and safety and the environment, together with all applicable statutes, rules,
regulations and orders of, and applicable restrictions imposed by, governmental
authorities (collectively, the “Applicable General Laws“), other than all
applicable laws, rules and regulations in respect of “going out of business,”
“store closing” or similar-themed sales (collectively, the “Liquidation Sale
Laws“), provided that such Sale is conducted in accordance with the terms of
this Agreement, the Sale Guidelines and Approval Order; and provided further
that the Approval Order shall provide that so long as the Sale is conducted in
accordance with the Sale Guidelines and in a safe and professional manner, Agent
shall be deemed to be in compliance with any Applicable General Laws.

Section 3. Consideration to Merchant and Agent.

3.1 Payments to Merchant.

(a) As a guaranty of Agent153s performance hereunder, Agent
guarantees that Merchant shall receive: (i) seventy two percent (72%) (the
“Guaranty Percentage“) of the aggregate Cost Value of the Merchandise
included in the Sale (the “Guaranteed Amount“) plus (ii) the aggregate
amount calculated in accordance with Section 7.4 and (iii) the amounts set forth
in Section 15.9.

(b) Subject to Section 6.1 hereof, the Guaranteed Amount shall be
paid in the manner and at the times specified in Section 3.3 below. The
Guaranteed Amount will be calculated based upon the aggregate Cost Value of the
Merchandise as determined by (A) the final certified report of the Inventory
Taking Service after verification and reconciliation thereof by Agent and
Merchant plus (B) amount of Gross Rings, as adjusted for shrinkage per
this Agreement.

(c) The Guaranty Percentage has been fixed based upon the aggregate
Cost Value of the Merchandise not being less than $350,000,000 and no more than
$395,000,000 (the “Merchandise Threshold“) as of the Sale Commencement
Date, excluding On-Order Goods, News Stand Inventory and Caf / Candy Inventory,
periodical items, and other caf items. To the extent that the aggregate Cost
Value of the Merchandise included in the Sale is less than or more than the
Merchandise Threshold, the Guaranty Percentage shall be adjusted in accordance
with Exhibit 3.1(c) annexed hereto (in addition to any
adjustment applicable pursuant to section 11.1(m) hereof), as and where
applicable. The aggregate Cost Value of the Return to Vendor Inventory shall be
no more than $10,800,000, provided that, such amount can increase by an amount
up to $1,700,000 to the extent the Schuler Goods are returned to the Merchant
(the “RTV Threshold“). To the extent that the aggregate Cost Value of
the Return to Vendor Inventory included in the Sale is more than the RTV
Threshold, any excess Return to Vendor Inventory shall be valued fifty percent
(50%) of the Cost Value of such inventory (the “RTV Adjustment“) (in
addition to any adjustment applicable pursuant to this section and section
11.1(m) hereof), as and where applicable.

(d) To the extent that Proceeds exceed the sum of (i) the
Guaranteed Amount and (ii) Expenses of the Sale (the sum of (i) and (ii), the
“Sharing Threshold“), then all Proceeds of the Sale above the Sharing
Threshold shall be shared fifty percent (50%) to Merchant and fifty percent
(50%) to Agent. All amounts, if any, to be received by Merchant from Proceeds
in excess of the Sharing Threshold shall be referred to as the “Recovery
Amount” and amounts to be received by Agent from Proceeds in excess of the
Sharing Threshold shall be referred to as the “Agent Recovery
Amount”. To the extent that Merchant is entitled to receive the Recovery
Amount, such Recovery Amount shall be paid as part of the weekly and Final
Reconciliation under Section 8.6.

(e) In addition to the Guaranteed Amount and the Recovery Amount,
Agent shall pay the Merchant an amount equal to four percent (4%) of the gross
proceeds (net of sales taxes) of the sale of Additional Agent Merchandise (the
“Merchant153s Additional Goods Recovery Amount“). All proceeds of the sale
of Additional Agent Merchandise in excess of the Merchant153s Additional Goods
Recovery Amount shall be retained by Agent and be referred to as the “Agent153s
Additional Goods Recovery Amount.”

3.2 Compensation to Agent. Subject to the entry of the
Approval Order, Agent shall be entitled to the Agent Recovery Amount and the
Agent153s Additional Goods Recovery Amount. Agent shall also be entitled to
receive all proceeds of the sale of the Agent Sale FF&E as provided for in
Section 15.9 hereof and a commission based on the sale of the Corporate
FF&E, News Stand Inventory and Caf /Candy Inventory and any other Merchant
Consignment Goods as provided for hereunder.

(b) Provided that no Event of Default has occurred and continues
to exist on the part of the Agent, and after all payments are made to Merchant
as required hereunder, all Merchandise remaining at the Sale Termination Date
(the “Remaining Merchandise“) shall become the property of Agent, free
and clear of all liens, claims and encumbrances of any kind or nature, and the
proceeds received by Agent from the disposition, in a commercially reasonable
manner, of such unsold Merchandise shall constitute Proceeds
hereunder. Notwithstanding the foregoing, Agent shall exercise commercially
reasonable efforts to dispose of all of the Merchandise during the Sale
Term. Merchant shall have the right to audit Agent153s books and records to
verify its share of the Proceeds. Agent shall not sell any Remaining
Merchandise to wholesalers for return to publishers. To the extent that Agent
desires to sell any Merchandise or Remaining Merchandise in bulk to a non-retail
customer or abandon the Remaining Merchandise Agent shall provide 48 hours
written notice, via e-mail, to the official committee of unsecured creditors so
that the committee may verify that the prospective purchaser does not have
return to vendor privileges or approve of the proposed abandonment. If the
official committee of unsecured creditors objects to the proposed sale or the
proposed abandonment, the parties will request the Bankruptcy Court resolve the
matter on an emergent basis.

3.3 Time of Payments.

(a) On the Sale Commencement Date or the next business day if
the Sale Commencement Date is on a non-business day (the “Payment
Date“), Agent shall pay (i) 90% of the estimated Guaranteed Amount to
Merchant (the “Guaranteed Amount Deposit“) by wire transfer to the
account(s) designated on Exhibit 3.3(a) annexed hereto (the “Merchant
Account“), (ii) the Agent Sale FF&E Guarantee and (iii) the aggregate
amount calculated in accordance with Section 7.4. Subject to Section 6.1
hereof, the Guaranteed Amount Deposit shall be based on the estimated Cost Value
(as determined in accordance with Section 5.1 of the Agreement) of the
Merchandise on the Sale Commencement Date as reflected in the master inventory
file(s) provided to Agent on June 19, 2011, which shall be rolled forward to the
Sale Commencement Date (the “Perpetual Inventory File“), provided that,
the Guaranteed Amount Deposit shall not take into account any On-Order Goods or
Schuler Goods, which shall be paid when received in the applicable weekly
reconciliation.

(b) The balance of the Guaranteed Amount (the “Remaining
Guaranteed Amount“), shall be paid as follows: Agent shall pay the unpaid
and undisputed balance of the Guaranteed Amount, which amount shall be paid to
the Merchant Account no later than the earlier of (i) the date that is forty
five (45) days after the Sale Commencement Date (in which case payment shall be
of the undisputed portion of the balance of the estimated Guaranteed Amount) and
(ii) the second business day following the issuance of the Final Inventory
Report, and Agent’s failure to pay such balance or undisputed portion shall
entitle the Merchant and GECC to draw upon the Agent Letter of Credit (as
defined below) in accordance with section 3.4 to the extent of such balance or
undisputed portion. In the event that after the issuance of the Final Inventory
Report as verified and reconciled, the Guaranteed Amount is greater than the sum
of the Guaranteed Amount Deposit plus the payment of the undisputed portion of
the estimated Guaranteed Amount, Agent shall pay the remainder of the Guaranteed
Amount to the Merchant within two (2) business days after the Final Inventory
Report has been issued as verified and reconciled. In the event that there is a
dispute with respect to the reconciliation of the aggregate Cost Value of the
Merchandise following the Inventory Taking, then any such dispute shall be
resolved in the manner and at the times set forth in Section 8.6 hereof.

(c) All amounts required to be paid by Agent or Merchant under
any provision of this Agreement shall be made by wire transfer of immediately
available funds which shall be wired by Agent or Merchant, as applicable, no
later than 2:00 p.m. (Eastern Time) on the date that such payment is due;
provided, however, that all of the information necessary to
complete the wire transfer has been received by Agent or Merchant, as
applicable, by 10:00 a.m. (Eastern Time) on the date that such payment is
due. In the event that the date on which any such payment is due is not a
business day, then such payment shall be made by wire transfer on the next
business day.

(d) Merchant agrees that if at any time during the Sale Term,
Merchant holds any undisputed amounts due to Agent as Proceeds hereunder, Agent
may, in its discretion, offset such Proceeds being held by Merchant against any
amounts due and owing to Merchant pursuant to this Section 3.3 or otherwise
under this Agreement. In addition, Merchant and Agent further agree that except
as provided in the following sentence, if at any time during the Sale Term,
Agent holds any undisputed amounts due to Merchant under this Agreement, Agent
may, in its discretion, offset such amounts being held by it against any amounts
due and owing by, or required to be paid by, Merchant hereunder. Notwithstanding
the foregoing or any other provision to the contrary herein, in no event shall
Agent offset any amounts against the proceeds realized from the disposition of
the Agent Sale FF&E.

(e) If and to the extent that Agent over-funds any amounts in
respect of the Guaranteed Amount based on the results of the Final Inventory
Report as reviewed, verified and reconciled by Merchant and Agent, then Merchant
agrees to promptly reimburse such undisputed overpayment amounts (the “Over
Payment Amount“) to Agent.

3.4 Letter of Credit. In order to secure the Agent153s
obligations under this Agreement, in respect of (x) the payment of the Remaining
Guaranteed Amount, and (y) Expenses of the Sale, on the Payment Date Agent shall
furnish Merchant an irrevocable standby letter of credit naming Merchant and
GECC as co-beneficiaries (collectively, the “Beneficiaries“) as
beneficiary in the aggregate original face amount equal to the sum of (i) ten
percent (10%) of the estimated Guaranteed Amount, plus (ii) three (3) weeks
estimated Expenses that would be payable by Merchant, which shall be in the form
of Exhibit 3.4 hereof (collectively, the “Letter of
Credit“). The Letter of Credit shall have an expiry date of no earlier than
sixty (60) days after the latest possible Sale Termination Date. Unless the
parties shall have mutually agreed, in consultation with GECC, that they have
completed the final reconciliation under this Agreement, then, at least thirty
(30) days prior to the initial or any subsequent expiry date, the Beneficiaries
shall receive an amendment to the Letter of Credit solely extending (or further
extending, as the case may be) the expiry date by at least sixty (60) days. If
the Beneficiaries fail to receive such amendment to the Letter of Credit no
later than thirty (30) days before the expiry date, then all amounts hereunder
shall become immediately due and payable and the Beneficiaries, individually or
collectively, shall be permitted to draw under the Letter of Credit in payment
of amounts owed and the Beneficiaries shall hold the balance of the amount drawn
under the Letter of Credit as security for amounts that may become due and
payable to Merchant hereunder. At Agent153s request, the Beneficiaries shall take
all actions reasonably required to reduce the amount available to be drawn under
the Letter of Credit by amounts credited against the Guaranteed Amount;
provided, however, that the Letter of Credit shall not be reduced below three
(3) weeks of estimated Expenses of the Sale. In the event that Agent, after
receipt of three (3) business days notice (which notice shall not be required if
Agent or any member of Agent shall be a debtor under title 11, United States
Code), fails to pay the Guaranteed Amount, or portion thereof or any Expenses
when due, the Beneficiaries, individually or collectively, may draw on the
Letter of Credit in an amount equal to the unpaid, past due, amount of the
Agent153s obligations hereunder that is not the subject of a reasonable dispute.

3.5 Inventory Reconciliation. Within thirty (30) days
after the completion of the Inventory Taking, Merchant, Agent and General
Electric Capital Corporation (“GECC“), in its capacity as administrative
agent for itself and the other lenders (the “Lenders“) party to the
Merchant153s senior secured, super-priority debtor-in-possession credit facility
(the “DIP Facility“), shall review, reconcile and verify the final report
of the aggregate Cost Value of the Merchandise by the Inventory Taking Service
(the “Final Inventory Report“).

Section 4. Expenses of the Sale.

4.1 Expenses. Agent shall be unconditionally responsible
for all Expenses incurred in conducting the Sale during the Sale Term, which
expenses shall be paid by Agent in accordance with Section 4.2 below. As used
herein, “Expenses” shall mean the Store-level operating expenses of the
Sale which arise during the Sale Term limited to those set forth below:

(a) all payroll and commissions, if applicable, for all Retained
Employees used in conducting the Sale for actual days/hours worked during the
Sale Term as well as payroll, to the extent retained by Agent for the Sale, for
any of Merchant153s former employees or temporary labor;

(b) any amounts payable by Merchant for benefits for Retained
Employees in respect of FICA, unemployment taxes, workers153 compensation and
healthcare insurance, and vacation benefits that accrue during the Sale Term,
exclusive of Excluded Benefits for Retained Employees used in the Sale, in an
amount up to 24% of the base payroll for each Retained Employee on a per store,
per month basis (the “Benefits Cap“);

(c) costs of all security (to the extent customarily provided in
the Stores) including, without limitation, security systems, courier and guard
service, building alarm service and alarm service maintenance;

(d) 100% of the fees and costs of the Inventory Taking Service
to conduct the Inventory Taking at the Stores and the Distribution Centers to
the extent a third-party service is used;

(e) Retention Bonuses for Retained Employees, as provided for in
Section 9.4 below;

(f) except as included in Section 4.1 (s), advertising and
direct mailings relating to the Sale, signwalking expenses, and Store interior
and exterior signage and banners relating to the Sale;

(g) local and long-distance telephone and internet/wifi expenses
incurred at the Stores;

(h) credit card fees, chargebacks and discounts with respect to
Merchandise and other goods sold in the Sale;

(i) bank service charges (for Store accounts), check guarantee
fees, and bad check expenses to the extent attributable to the Sale;

(j) costs for additional Supplies used to the extent requested
by Agent;

(k) Intentionally Omitted;

(l) Store cash theft and other store cash shortfalls in the
registers;

(m) any and all costs relating to the processing, transfer and
consolidation of Merchandise between and among the Stores, including delivery
and freight costs, it being understood that Agent shall be responsible for
coordinating such transfer of Merchandise;

(n) housekeeping and cleaning expenses related to the Stores;

(o) trash and snow removal;

(p) on-site supervision of the Stores and the Distribution
Centers, including base fees and bonuses of Agent153s field personnel, travel to
and from the Stores or the Distribution Centers and incidental out-of-pocket and
commercially reasonable travel expenses relating thereto (including reasonable
and documented corporate travel to monitor and manage the Sale), provided that,
the supervision costs shall not exceed a budget that is mutually agreed to by
Merchant and Agent;

(q) postage, courier and overnight mail charges to and from or
among the Stores and central office to the extent relating to the Sale;

(r) Occupancy Expenses for the Stores listed on Exhibit 4.1(r)
on a per location and per diem basis in an amount up to the per Store per diem
amount set forth therein plus for the Stores designated on Exhibit 4.1(r) hereto
as “Percentage Rent Stores,” on a per location basis, the amount calculated
using the percentage rent for such Store set forth therein;

(s) Central Service Expenses equal to $50,000 per week plus the
charges with respect to e-mail distribution set forth on Exhibit 4.1(s);

(t) Agent153s actual cost of capital (including Letter of Credit
fees), insurance and legal fees;

(u) a pro-rata portion of Merchant153s insurance attributable to
the Merchandise and other goods located in the Stores; and

(v) seventy two percent (72%) of the aggregate cost value of the
Books in Storage included in the Sale, which cost value was fixed in accordance
with the reconciliation of the transactions contemplated by that certain Agency
Agreement by and between Merchant and a joint venture composed of Hilco Merchant
Resources, LLC, SB Capital Group, LLC, Tiger Capital Group, LLC and Gordon
Brothers Retail Partners, LLC, dated February 16, 2011, provided that, the cost
value shall not exceed $3,800,000 and the Books in Storage shall be counted as
such goods leave the storage facility.

Notwithstanding anything herein to the contrary, to the extent that any
Expense category listed in Section 4.1 is also included on Exhibit
4.1(r), then Exhibit 4.1(r) shall control, and such Expenses shall
not be double counted. There will be no double payment of Expenses to the
extent that Expenses appear or are contained in more than one Expense category.

As used herein, the following terms have the following respective meanings:

(i) “Central Service Expenses” means costs and expenses for
Merchant153s central administrative services necessary for the Sale, including,
but not limited to, MIS services, payroll processing, cash reconciliation,
inventory processing and handling, data processing and reporting, loss
prevention reporting (including XBR Research), and, subject to separate charges
set forth in Exhibit 4.1(s), e-mail distribution.

(ii) “Excluded Benefits” means benefits in excess of the
Benefits Cap.

(iii) “Occupancy Expenses” means base rent, percentage rent,
HVAC, utilities, CAM, storage costs, real estate and use taxes, merchant153s
association dues and expenses, and a pro rata portion of comprehensive public
liability insurance attributable to the Stores , personal property leases
(including, without limitation, point of sale equipment), cash register
maintenance, building maintenance and rental for furniture, fixtures and
equipment, all of the foregoing only as categorized and reflected on Exhibit
4.1(r) hereto.

“Expenses” shall not include: (i) Excluded Benefits; (ii) Central Service
Expenses, except as provided in Section 4.1(s); (iii) Occupancy Expenses, except
as provided in Section 4.1(r); and (iv) any other costs, expenses or liabilities
payable by Merchant not provided for herein.

4.2 Payment of Expenses. Effective from the Sale
Commencement Date:

(a) Agent shall be responsible for the payment of all Expenses,
whether or not there are sufficient Proceeds collected to pay such Expenses
after the payment of the Guaranteed Amount. All Expenses incurred during each
week of the Sale (i.e. Sunday through Saturday) shall be paid by Agent to or on
behalf of Merchant immediately following the weekly Sale reconciliation by
Merchant and Agent pursuant to Section 8.6 below; provided,
however, in the event that the actual amount of an Expense is unavailable
on the date of the reconciliation (such as payroll), Merchant and Agent shall
agree to an estimate of such amounts, which amounts will be reconciled once the
actual amount of such Expense becomes available. Agent and/or Merchant may
review or audit the Expenses at any time.

(b) Notwithstanding anything herein to the contrary, (i)
Merchant shall not be required to fund or otherwise pay any Expenses of Sale
except to the extent there are sufficient Proceeds and (ii) without limitation
on Expenses that may be funded in advance by Agent at Merchant153s reasonable
request, to the extent that Proceeds are insufficient, Agent shall fund, in
advance, all payroll and related expenses for Retained Employees at least two
(2) business days prior to the date that such payments are due by Merchant.

Section 5. Inventory Valuation; Merchandise.

5.1 Inventory Taking.

(a) To determine the aggregate Cost Value of the Merchandise
located in the Stores, commencing on the Sale Commencement Date, Merchant and
Agent shall cause to be taken a SKU level and Retail Price level physical
inventory of the Merchandise located in the Stores, which Inventory Taking,
subject to the availability of the Inventory Taking Service, shall be completed
in each of the Stores no later than twenty-one (21) days after the Sale
Commencement Date (the “Inventory Completion Date“, and the date of the
Inventory Taking at each Store being the “Inventory Date” for each such
Store). Merchant and Agent shall jointly employ RGIS and/or another mutually
acceptable independent inventory taking service (the “Inventory Taking
Service“) in consultation with GECC to conduct the Inventory Taking. The
Inventory Taking shall be conducted in accordance with the procedures and
instructions set forth in Exhibit 5.1(a) (the “Inventory Taking
Instructions“). Merchant, Agent, and at its election, GECC, shall each have
representatives present during the Inventory Taking, and shall each have the
right to review and verify the listing and tabulation of the Inventory Taking
Service. Merchant and Agent agree that during the conduct of the Inventory
Taking in each of the Stores, the applicable Stores shall be closed to the
public and no sales or other transactions shall be conducted. Merchant and
Agent agree to cooperate with each other to conduct the Inventory Taking
commencing at a time that would minimize the number of hours that such locations
would be closed for business.

(b) With respect to Distribution Center Inventory and Return to Vendor
Inventory that is allocated to be sent to the Stores in accordance with the
Pre-Sale Allocation, such Distribution Center Inventory and Return to Vendor
Inventory shall be counted as such inventory leaves the Distribution Centers in
accordance with the procedures to be mutually agreed to by Merchant and Agent,
which procedures shall determine the aggregate Cost Value of such inventory.

(c) With respect to On-Order Goods and Schuler Goods, such On-Order
Goods and Schuler Goods shall be counted as such inventory is received in
accordance with the procedures to be mutually agreed to by Merchant and Agent.

(d) The Agent and Merchant agree that they will, and agree to
cause their respective representatives to, cooperate and assist in the
preparation and the calculation of the aggregate Cost Value of the Merchandise
included in the Sale, including, without limitation, making available to the
extent necessary, books, records, work papers and personnel.

(e) In the event that the Sale commences at any Store prior to
the completion of the Inventory Taking at such Store, then, for the period from
the Sale Commencement Date for such Store until the Inventory Date for such
Store, Agent and Merchant shall jointly keep (i) a strict count of gross
register receipts less applicable Sales Taxes but excluding any prevailing
discounts (“Gross Rings“), and (ii) cash reports of sales within such
Store. Agent and Merchant shall keep a strict count of register receipts and
reports to determine the actual Cost Value and Retail Price of the Merchandise
sold by SKU and the markdown, if any, granted by the Agent. All such records
and reports shall be made available to Agent and Merchant during regular
business hours upon reasonable notice. Any Merchandise included in the Sale
using the Gross Rings shall be included in Merchandise using the average landed
cost of such Merchandise as set forth in the Perpetual Inventory File. Agent
shall pay that portion of the Guaranteed Amount calculated on the Gross Rings
basis to account for shrinkage on the basis of 103% of the aggregate Cost Value
of the Merchandise (without taking into account any of Agent153s point of sale
discounts or point of sale markdowns) sold during the Gross Rings period.

5.2 Merchandise Subject to This Agreement.

(a) For purposes of this Agreement, “Merchandise” shall
mean: all finished goods inventory that is owned by Merchant wherever located
as of the Sale Commencement Date, including (A) Defective Merchandise; (B)
Display Merchandise, (C) Distribution Center Inventory to the extent received by
the DC Receipt Deadline, (D) Merchandise subject to Gross Rings, (E) Return to
Vendor Inventory to the extent received by the DC Shipment Deadline; (F)
On-Order Goods to the extent received by the On-Order Receipt Deadline; (G)
Schuler Goods to the extent received by the On-Order Receipt Deadline; and (H)
Calendar Inventory. Notwithstanding the foregoing, “Merchandise” shall not
include: (1) goods which belong to sublessees, licensees, department lessees, or
concessionaires of Merchant; (2) goods held by Merchant on memo, on consignment,
or as bailee; (3) supplies not packaged for retail sale to customers,
furnishings, trade fixtures, equipment and/or improvements to real property
(collectively, “FF&E“); provided that, Agent shall sell Agent
Sale FF&E as set forth in Section 15.9; (4) Excluded Defective Merchandise;
(5) Merchant Consignment Goods which includes News Stand Inventory and
Caf /Candy Inventory; (6) Books in Storage; and (7) DC Damaged Goods.

(b) As used in this Agreement, the following terms have the
respective meanings set forth below:

“Books in Storage” means those items of merchandise located on the
Sale Commencement Date at a storage facility in North Carolina not to exceed
$3,800,000 at cost, which goods shall not be deemed Merchant Consignment Goods
or Additional Agent Merchandise.

“Caf /Candy Inventory” means items of inventory designated by
Merchant, in the ordinary course of business, as “caf and candy”.

“Calendar Inventory” means any 2012 calendar inventory located in the
Stores and Distribution Centers up to an aggregate Cost Value of $200,000.

“DC Damaged Goods” means those items of merchandise designated
as “Saleable, Damaged and Refused Returns” located at each of the Distribution
Centers as identified on Exhibit 5.2(i).

“Defective Merchandise” means any item of Merchandise that is
defective or otherwise not saleable in the ordinary course because it is worn,
scratched, broken, faded, torn, mismatched, tailored or affected by other
similar defenses rendering it not first quality. Display Merchandise shall not
per se be deemed to be Defective Merchandise.

“Display Merchandise” means those items of inventory used in the
ordinary course of business as displays or floor models, including inventory
that has been removed from its original packaging for the purpose of putting
such item on display but not customarily sold or saleable by Merchant, which
goods are not otherwise damaged or defective. For the avoidance of doubt,
Merchandise created for display and not saleable in the ordinary course of
business shall not constitute Display Merchandise.

“Distribution Center Inventory” means those items of merchandise
located on the Sale Commencement Date at each of the Distribution Centers as
identified on Exhibit 5.2(ii) attached hereto other than any stripped
books (i.e., covers of books only) (the “Stripped Books“). Merchant and
Agent will use commercially reasonable efforts to identify and exclude all
Stripped Books inventory from the Distribution Center Inventory. To the extent
that Stripped Books are received in Stores, and have not already been excluded
from the inventory at the Distribution Centers, the aggregate Cost Value of the
Distribution Center Inventory shall be adjusted to exclude the Stripped Books
provided that Agent provides Merchant with at least five (5) business days
notice of receipt of any Stripped Books at the Stores.

“Excluded Defective Merchandise” means (i) those items of Defective
Merchandise that are not saleable in the ordinary course because they are so
damaged or defective that such inventory cannot reasonably be used for their
intended purpose, (ii) DC Damaged Goods, and (iii) Out-Dated Goods.

“News Stand Inventory” means items of inventory designated by
Merchant, in the ordinary course of business, as “news stand.”

“On-Order Goods” mean items of inventory that were ordered by Merchant
in the ordinary course of business as identified on Exhibit 5.2(iii)
annexed hereto, which inventory was not received in the Stores or Distribution
Centers as of the Sale Commencement Date, but which may be received in the
Stores by the On-Order Receipt Deadline, provided that, the aggregate Cost Value
of the On-Order Goods shall not exceed $17,000,000.

“Out-Dated Goods” means 2011 calendars, previous year almanacs,
batteries and other dated materials that are out of date.

“Return to Vendor Inventory” means those items of inventory designated
“Return to Vendor” by Merchant in the ordinary course of its business as
reflected on Exhibit 5.2(iv) to the extent located in the Distribution
Centers as of the Sale Commencement Date. For the avoidance of doubt,
Merchandise located in the Stores as of the Sale Commencement Date bearing the
same SKU as Return to Vendor Inventory shall not constitute Return to Vendor
Inventory.

“Schuler Goods” means items of inventory as identified on Exhibit
5.2(v) that may be returned by Merchant153s customer, Schuler, provided that,
the aggregate Cost Value of the Schuler Goods shall not exceed $1,700,000.

5.3 Valuation.

(a) For purposes of this Agreement, “Cost Value” shall mean
with respect to each item of Merchandise, the lower of (i) average landed actual
cost for such item of Merchandise, as reflected in the Perpetual Inventory File;
which landed actual costs values include vendor cost, freight from the vendor to
the Distribution Centers, duties, harbor maintenance fees, drayage, brokers
fees, insurance, commissions, processing costs and other costs directly
associated with landing the product in the Distribution Centers or (ii) the
Retail Price for such item of Merchandise. The Perpetual Inventory File does
not account for any advertising co-op allowances or discounts associated with
expedited payment terms offered by any vendor.

(b) Other than Excluded Defective Merchandise, in lieu of any other
adjustments to the Cost Value of Merchandise under this Agreement
(e.g., adjustments for Defective Merchandise, clearance merchandise,
mis-mates and near-mates, sample merchandise and/or Excluded Price Adjustments),
the aggregate Cost Value of the Merchandise shall be adjusted (i.e.,
reduced) by means of a single global downward adjustment equal to one half of
one percent (0.5%) of the aggregate Cost Value of the Merchandise in the Stores
and any On-Order Goods and one and one half of one percent (1.5%) of the
aggregate Cost Value of the Distribution Center Inventory, Return to Vendor
Inventory and Schuler Goods (the “Global Inventory Adjustment“).

For the purposes of this Agreement, “Excluded Price Adjustments” means
the following discounts or price adjustments offered by the Merchant: (i) point
of sale discounts or similar adjustments regardless of duration for which the
current selling price is reflective of point of sale discounts, as reflected on
the Perpetual Inventory File other than discounts for the following e-readers,
CDs, DVDs and Blue Ray; (ii) Borders Rewards Plus Loyalty Program discounts;
(iii) multi-unit purchase discounts; (iv) adjustments for damaged, defective or
“as-is” items; (v) gift cards; (vi) obvious ticketing or marking errors; (vii)
instant (in-store) or mail in rebates; or (viii) similar customer specific,
temporary, or employee non-product specific discounts or pricing accommodations.

(c) Excluded Defective Merchandise located in the Stores shall be
identified and counted during the Inventory Taking and thereafter removed from
the sales floor and segregated. To the extent that Excluded Defective
Merchandise is sent from the Distribution Centers to the Stores, it shall be
identified once received and thereafter segregated.

(d) Items of Distribution Center Inventory and Return to Vendor
Inventory received in the Stores on or prior to the date that is thirty (30)
days after the Sale Commencement Date (excluding the Sale Commencement Date for
purposes of such calculation) (the “DC Interim Receipt Deadline“), will
be included in Merchandise at the applicable Cost Value for each such
item. Items of Distribution Center Inventory and Return to Vendor Inventory
received at the Stores after the DC Interim Receipt Deadline but prior to a date
that is forty five (45) days after the Sale Commencement Date (excluding the
Sale Commencement Date for purposes of such calculation) (the “DC Receipt
Deadline“) shall be included in Merchandise at the applicable Cost Value for
each such item multiplied by the inverse of the prevailing discount on similar
items of Merchandise as of the date of receipt in the Stores. Items of
Distribution Center Inventory and Return to Vendor Inventory received in the
Stores after the DC Receipt Deadline shall not constitute Merchandise, shall be
given no Cost Value, and shall be excluded from Merchandise, and shall be sold
by Agent as Merchant Consignment Goods pursuant to Section 5.4 hereof.

(e) Items of On-Order Goods and Schuler Goods received in the
Stores on or prior to the date that is fourteen (14) days after the Sale
Commencement Date (excluding the Sale Commencement Date for purposes of such
calculation) (the “On-Order Interim Receipt Deadline“), will be included
in Merchandise at the applicable Cost Value for each such item. Items of
On-Order Goods and Schuler Goods received at the Stores after the On-Order
Interim Receipt Deadline but prior to a date that is thirty (30) days after the
Sale Commencement Date (excluding the Sale Commencement Date for purposes of
such calculation) (the “On-Order Receipt Deadline“) shall be included in
Merchandise at the applicable Cost Value for each such item multiplied by the
inverse of the prevailing discount on similar items of Merchandise as of the
date of receipt in the Stores. Items of On-Order Goods and Schuler Goods
received in the Stores after the On-Order Receipt Deadline shall not constitute
Merchandise, shall be given no Cost Value, and shall be excluded from
Merchandise, and shall be sold by Agent as Merchant Consignment Goods pursuant
to Section 5.4 hereof.

5.4 Excluded Goods. Merchant shall retain all
responsibility for any goods not included as “Merchandise” hereunder. If
Merchant elects at the beginning of the Sale Term, Agent shall accept goods not
included as “Merchandise” hereunder for sale as “Merchant Consignment Goods” at
prices established by the Agent. News Stand Inventory, Caf /Candy Inventory, DC
Damaged Goods, calendar inventory located in the Stores and Distribution Centers
with a Cost Value exceeding $200,000, those items referenced by SKU on
Exhibit 5.4 or items otherwise identified herein shall be deemed Merchant
Consignment Goods. The Agent shall retain 20% of the sale price for all sales
of Merchant Consignment Goods, and Merchant shall receive 80% of the receipts in
respect of such sales. Merchant shall receive its share of the receipts of
sales of Merchant Consignment Goods on a weekly basis in accordance with Section
3.3, immediately following the weekly Sale reconciliation by Merchant and Agent
pursuant to Section 8.6 below. If Merchant does not elect to have Agent sell
goods not included as Merchandise, then all such items will be removed by
Merchant from the Stores at its expense as soon as practicable after the Sale
Commencement Date.

5.5 Distribution Center Expenses. Agent shall
be responsible for allocating and designating the shipment of the Distribution
Center Inventory and Return to Vendor Inventory to the Stores and shall do so
pursuant to the Pre-Sale Allocation. The actual costs and expenses, including
use and occupancy at the Distribution Centers, transfer and delivery (ticketed
in the ordinary course consistent with historic practices), related to the
processing, transfer and consolidation of Distribution Center Inventory and
Return to Vendor Inventory from the Distribution Center to the Stores
(collectively, the “Distribution Center Expenses“) for a period
commencing on the Sale Commencement Date through the Sale Termination Date shall
be the obligation of the Merchant; provided however, that in the event Agent
chooses to use a method of picking-up or transportation in a manner that is not
consistent with Merchant153s ordinary course method of transport, then Agent shall
be solely responsible for all increased costs and expenses associated with such
modification (such additional costs shall be treated as an Expense hereunder);
provided further, no Distribution Center Inventory or Return to Vendor Inventory
shall be shipped to the Stores prior to the Inventory Date for any applicable
Store unless Merchant and Agent can mutually agree on a method to account for
such inventory. On or prior to July 19, 2011, Merchant and Agent shall
cooperate with each other and shall mutually agree upon a schedule and
allocation of the Distribution Center Inventory and Return to Vendor Inventory
to the Stores (the “Pre-Sale Allocation“).

Section 6. Sale Term.

6.1 Term. Subject to satisfaction of the conditions
precedent set forth in Section 10 hereof, (a) if the Approval Order does not
approve the APA, then the Sale shall commence at all Stores by not later than
July 22, 2011 or (b) if the Approval Order approves the APA or a similar going
concern transaction, then in the event of a GC Failure on or prior to July 29,
2011, the Sale shall commence at all Stores on the earlier of (i) one day
following notice of a GC Failure and (ii) August 1, 2011 (the “Sale
Commencement Date“). Subject to the prior expiration of the term of any
Store Lease or expiration of the deadline for the Merchant to assume or reject
any Store Lease pursuant to section 365(d)(4) of the Bankruptcy Code or, if
earlier, the date by which the Merchant must vacate a Store to avoid triggering
a “holiday protection” payment (as reflected on Exhibit 6.1), the Agent
shall complete the Sale at each Store and vacate such Store in broom-clean
condition by no later than November 13, 2011, unless the Sale is extended by
mutual written agreement of Agent, Merchant and GECC (the “Sale Termination
Date“; the period from the Sale Commencement Date to the Sale Termination
Date as to each Store being the “Sale Term“). The Agent may, in its
discretion, terminate the Sale at any Store upon not less than seven (7) days153
prior written notice (a “Vacate Notice“) to Merchant. In the event the
Agent fails to provide Merchant with such timely notice, Agent shall be liable
for and pay Occupancy Expenses for the days by which notice of a Store closing
was less than seven (7) days.

6.2 Vacating the Stores. At the conclusion of the Sale,
Agent agrees to leave the Stores in “broom clean” condition, ordinary wear and
tear excepted, except for unsold items of FF&E, Caf /Candy Inventory and
News Stand Inventory and remaining Supplies. Agent shall vacate the Stores on
or before the Sale Termination Date, as provided for herein, at which time Agent
shall surrender and deliver the Store premises and Store keys to
Merchant. Agent153s obligations to pay Occupancy Expenses, for each Store shall
continue until the later of (i) the date specified in the Vacate Notice (which
must be at least seven days from the date of the Vacate Notice) and (ii) the
date the Agent vacates such Store. All assets of Merchant used by Agent in the
conduct of the Sale (e.g. FF&E, Cafe/Candy Inventory, News Stand Inventory,
etc.) shall be returned by Agent to Merchant at the end of the Sale Term to the
extent the same have not been consumed in the conduct of the Sale (e.g.,
Supplies) or sold. Agent shall be responsible for all Occupancy Expenses
(irrespective of any per diem cap on Occupancy Expenses) for a Store for which
Merchant is or becomes obligated resulting from Agent153s failure to vacate such
Store in a satisfactory and timely manner.

Section 7. Sale Proceeds.

7.1 Proceeds. For purposes of this Agreement,
“Proceeds” shall mean the aggregate of (a) the total amount (in dollars)
of all sales of Merchandise made under this Agreement, exclusive of Sales Taxes;
(b) the total amount (in dollars) of all sales of Books in Storage made under
this Agreement, exclusive of Sales Taxes; and (c) all proceeds of Merchant153s
insurance for loss or damage to Merchandise or Books in Storage or loss of cash
arising from events occurring during the Sale Term. Proceeds shall also include
any and all proceeds received by Agent from the disposition, in a commercially
reasonable manner, of unsold Merchandise at the end of the Sale, whether through
salvage, bulk sale or otherwise.

7.2 Deposit of Proceeds.

(a) All Proceeds of the Sale, Agent Sale FF&E, News Stand
Inventory and Caf /Candy Inventory (including credit card proceeds) shall be
collected by Agent and deposited on a daily basis into depository accounts
designated by Merchant for the Stores, which accounts shall be designated solely
for the deposit of Proceeds of the Sale (including credit card proceeds), and
the disbursement of amounts payable by Agent hereunder (the “Designated
Deposit Accounts“), and Merchant shall exercise sole signatory authority and
control with respect to the Designated Deposit Accounts. Upon request, Merchant
shall deliver to Agent copies of all bank statements and other information
relating to such accounts. Merchant shall not be responsible for, and Agent
shall pay as an Expense hereunder, all bank fees and charges, including wire
transfer charges, related to the Designated Deposit Accounts, whether notice of
such expense is received during or after the Sale Term.

(b) Agent may establish its own accounts, dedicated solely for the
deposit of the Proceeds and the disbursement of amounts payable to Agent
hereunder (the “Agency Accounts“) and Merchant shall promptly upon
Agent153s request execute and deliver all necessary documents to open and maintain
the Agency Accounts; provided, however, Agent may elect to
continue to use Merchant153s Designated Deposit Accounts (as defined above) as the
Agency Accounts. The Agency Accounts shall be dedicated solely to the deposit
of Proceeds and the disbursement of amounts payable hereunder, and Agent shall
exercise sole signatory authority and control with respect to the Agency
Accounts. Upon request, Agent shall deliver to Merchant and GECC copies of all
bank statements and other information relating to such accounts. Merchant shall
not be responsible for, and Agent shall pay as an Expense hereunder, all bank
fee and charges, including wire transfer charges, related to the Agency
Accounts, whether received during or after the Sale Term. Upon Agent153s
designation of the Agency Accounts, all Proceeds of the Sale (including credit
card proceeds) shall be deposited into the Agency Accounts. To the extent that
Agent uses the Merchant153s Designated Accounts as the Agency Accounts, Merchant
shall pay by wire funds transfer, on a daily basis, to Agent all collected funds
constituting Proceeds (including credit card proceeds) deposited in Merchant153s
Designated Deposit Accounts (but not any other funds, including, without
limitation, any proceeds of Merchant153s inventory sold prior to the Sale
Commencement Date).

7.3 Credit Card Proceeds. To the extent available, Agent
shall use Merchant153s credit card facilities (including Merchant153s credit card
terminals and processor(s), credit card processor coding, Merchant
identification number(s) and existing bank accounts) for credit card Proceeds
relating solely to the Sale. Merchant shall process credit card transactions on
behalf of Agent and for Agent153s account, applying customary practices and
procedures. Agent may accept Merchant153s proprietary card. Merchant shall
cooperate with Agent to down-load data from all credit card terminals each day
during the Sale Term and to effect settlement with Merchant153s credit card
processor(s) and shall take such other actions necessary to process credit card
transactions on behalf of Agent under Merchant153s identification
number(s). Merchant shall not be responsible for, and Agent shall pay as an
Expense hereunder, all credit card fees, charges and chargebacks related to the
Sale, whether received during or after the Sale Term. Merchant shall cooperate
with Agent to instruct its credit card processors to change the daily deposit of
credit card proceeds to an account controlled by Agent.

7.4 Petty Cash. In addition to the Guaranteed Amount, Agent
shall purchase all cash in the Stores on and as of the start of business on the
Sale Commencement Date and shall reimburse Merchant on a dollar for dollar basis
therefor.

Section 8. Conduct of the Sale. Subject to the entry
of the Approval Order, the Agent shall be permitted to conduct the Sale in
accordance with the Approval Order. In addition to any other rights granted to
Agent hereunder, in conducting the Sale, Agent, in the exercise of its sole
discretion, shall have the following rights, limited only by the Sale
Guidelines:

8.1 Rights of Agent. Subject to the Approval Order, the
Agent shall be permitted to conduct the Sale as a “going out of business,”
“store closing” or similar themed sale throughout the Sale Term. The Agent
shall conduct the Sale in the name of and on behalf of the Merchant in a
commercially reasonable manner and in compliance with the terms of this
Agreement and, except as modified by the Approval Order, all governing laws and
applicable agreements to which Merchant is a party. The Agent shall conduct the
Sale in accordance with the sale guidelines annexed hereto as Exhibit
8.1(a) (the “Sale Guidelines“). In addition to any other rights
granted to Agent hereunder in conducting the Sale, but subject to any applicable
agreements to which Merchant is a party except as modified by the Approval
Order, as applicable, the Agent, in the exercise of its reasonable discretion,
shall have the right:

(a) to establish Sale prices and Store hours which are
consistent with the terms of applicable leases and local laws or regulations,
including without limitation Sunday closing laws; provided
however, to the extent that Agent extends the hours of operation at one
or more of the Stores beyond the hours historically operated by Merchant, which
results in additional utilities and increased Occupancy Expenses in excess of
the amounts set forth on Exhibit 4.1(r), Agent shall reimburse Merchant the
amounts, if any, of such additional costs and such additional costs shall
constitute Expenses of the Sale.

(b) except as otherwise expressly included as an Expense and
subject to applicable privacy and other laws, to use without charge during the
Sale Term all FF&E, Store-level customer lists, mailing lists and email
lists for the Stores (provided, however, such access shall be
provided solely through Merchant153s outside advertisement services for which
Merchant shall use commercially reasonable efforts to cause such outside service
providers to cooperate with and assist Agent, and the Agent shall not have
direct access to any personally identifiable information contained therein),
websites (including social media sites), computer hardware and software,
existing supplies located at the Stores, intangible assets (including Merchant153s
name, logo and tax identification numbers), Store keys, case keys, security
codes and safe and lock combinations required to gain access to and operate the
Stores, and any other assets of Merchant located at the Stores (whether owned,
leased, or licensed) consistent with applicable terms of leases or licenses
(except as modified by the Approval Order);

(c) so long as such access does not unreasonably disrupt the
business operations of Merchant, to use (i) Merchant153s central office
facilities, central administrative services and personnel to process payroll,
perform MIS and provide other central office services necessary for the Sale to
the extent that such services are normally provided by Merchant in house, at no
additional cost to Agent (except where otherwise designated as an Expense
pursuant to Section 4.1(s) hereof); provided, however, that, in
the event that Agent expressly requests Merchant to provide services other than
those normally provided to the Stores and relating to the sale of merchandise by
Merchant, Agent shall be responsible for the actual incremental cost of such
services as an Expense; and (ii) sufficient office space located at Merchant153s
central office facility;

(d) to establish and implement advertising, signage and
promotion programs consistent with “going out of business,” “store closing” or
similar theme (including, without limitation, by means of media advertising,
A-frame and similar interior and exterior signs and banners and use of sign
walkers) in a manner consistent with the Sale Guidelines and the Approval Order;

(e) to transfer Merchandise between and among the Stores;
provided, however, the Agent shall not transfer Merchandise
between Stores unless the Inventory Taking at the transferring Store has been
completed; provided, further, that Agent shall provide Merchant with
prior written notice of all such transfers; and

(f) to supplement the Merchandise at the Stores with Additional
Agent Merchandise in accordance with Section 8.9 hereof and with the Books in
Storage.

8.2 Terms of Sales to Customers.

(a) All sales will be “final sales” and “as is,” and all
advertisements and sales receipts will reflect the same. Agent shall not
warrant any inventory in any manner, but will, to the extent legally
permissible, pass on all manufacturers153 warranties to customers. All sales will
be made only for cash, nationally recognized bank credit cards and, in Agent153s
discretion, personal checks, provided, however, if Agent
determines to accept personal checks, Agent shall bear the risk of nonpayment or
loss with respect thereto. Agent shall clearly mark all tickets and receipts
for items sold at the Stores during the Sale Term, so as to distinguish such
items from the merchandise sold prior to the Sale Commencement Date and shall
use commercially reasonable efforts to have all UPC codes blacked out with a
marker at the point of sale.

(b) Gift Cards/Borders Rewards Plus Loyalty
Program/Discounts. During the Sale Term, Agent shall accept Merchant153s gift
cards and Merchandise credits issued by Merchant prior to the Sale Commencement
Date and Merchant shall reimburse Agent for such amounts during the weekly sale
reconciliation provided for in Section 8.6.

8.3 Sales Taxes.

(a) During the Sale Term, all sales, excise, gross receipts and
other taxes attributable to sales of Merchandise, Books in Storage, Additional
Agent Merchandise, sales of News Stand Inventory and Caf /Candy Inventory and
Agent Sale FF&E, as indicated on Merchant153s point of sale equipment (other
than taxes on income) payable to any taxing authority having jurisdiction
(collectively, “Sales Taxes“) shall be added to the sales price of such
items and collected by Agent, on Merchant153s behalf, at the time of sale. All
Sales Taxes shall be deposited into a segregated account designated by Merchant
and Agent solely for the deposit of such Sales Taxes (the “Sales Taxes
Account“). Provided that Agent has collected all Sales Taxes during the
Sale and remitted the proceeds thereof to Merchant, Merchant shall prepare and
file all applicable reports and documents required by the applicable taxing
authorities, and Merchant shall promptly pay all Sales Taxes from the Sales
Taxes Account. Merchant will be given access to the computation of gross
receipts for verification of all such tax collections. If Agent fails to
perform its responsibilities in accordance with this Section 8.3, Agent shall
indemnify and hold harmless Merchant from and against any and all costs,
including, but not limited to, reasonable attorneys153 fees, assessments, fines or
penalties which Merchant sustains or incurs as a result or consequence of the
failure by Agent to collect and/or remit Sales Taxes and/or the failure by Agent
to promptly deliver any and all reports and other documents required to enable
Merchant to file any requisite returns with such taxing authorities.

(b) Without limiting the generality of Section 8.3(a) hereof, it
is hereby agreed that, as Agent is conducting the Sale solely as agent for
Merchant, various payments that this Agreement contemplates that one party may
make to the other party (including the payment by Agent of the Guaranteed
Amount) do not represent the sale of tangible personal property and,
accordingly, are not subject to Sales Taxes.

8.4 Supplies. Agent shall have the right to use, without
charge, all existing supplies located at the Stores, including, without
limitation, boxes, bags, paper, twine and similar sales materials (collectively,
“Supplies“). In the event that additional Supplies are required in any
of the Stores during the Sale, Merchant agrees to promptly provide the same to
Agent to the extent reasonably practicable and if available, which shall
constitute an Expense pursuant to Section 4.1(j) hereof. Merchant does not
warrant that the existing Supplies as of the Sale Commencement Date are adequate
for the purposes of the Sale.

8.5 Returns of Merchandise. During the Sale Term, Agent
shall accept returns of merchandise sold by Merchant prior to the Sale
Commencement Date (“Returned Merchandise“), provided that such
return is accompanied by the original Store register receipt and is otherwise in
compliance with Merchant153s return and price adjustment policy in effect as of
the date such item was purchased. Subject to Merchant153s right to return such
defective goods to Merchant153s vendors, if such Returned Merchandise is saleable
as first-quality Merchandise, it shall be included in Merchandise and valued at
the Cost Value applicable to such item multiplied by the difference between 100%
and the prevailing discount on similar items of Merchandise as of the date such
item is returned to a Store. In the event that Returned Merchandise constitutes
Defective Merchandise (“Returned Defective Merchandise“), Merchant and
Agent shall mutually agree upon the Cost Value for such item of Returned
Defective Merchandise; provided, however, in the event that
Merchant and Agent cannot mutually agree upon the Cost Value for such Returned
Defective Merchandise, or such Returned Defective Merchandise constitutes
Excluded Defective Merchandise, then such Returned Defective Merchandise shall
constitute Merchant Consignment Goods or Excluded Defective Merchandise and
excluded from the Sale. The aggregate Cost Value of the Merchandise shall be
increased by the Cost Value of any Returned Merchandise included in Merchandise
(determined in accordance with this Section 8.5), and the Guaranteed Amount
shall be adjusted accordingly. Merchant shall promptly reimburse Agent in cash
for any refunds Agent is required to issue to customers in respect of any
Returned Merchandise. Returned Merchandise not included in Merchandise shall be
disposed of by Agent in accordance with instructions received from Merchant or,
in the absence of such instructions, treated as Merchant Consignment Goods. Any
increases in the Guaranteed Amount in connection with returned Merchandise shall
be accounted for on a weekly basis. Except to the extent that Merchant and
Agent agree that Merchant153s POS or other applicable systems can account for
returns of Merchandise, all returns must be noted and described in a detailed
log and shall identify the receipt number for the original receipt and the date
the item was purchased (the “Returned Merchandise Log“), to be maintained
by Agent in a form acceptable to Merchant. Agent shall provide Merchant with a
copy of any Returned Merchandise Log on a weekly basis during the Sale. Agent
shall not be entitled to any adjustment, credit or payment for Returned
Merchandise which is not properly noted and described in the Returned
Merchandise Log (or otherwise reflected in Merchant153s POS systems).

8.6. Sale Reconciliation. On each Wednesday during
the Sale Term, commencing on the second Wednesday after the Sale Commencement
Date, Agent and Merchant shall cooperate to reconcile Proceeds, Expenses,
Distribution Center Inventory, if any, and all other items identified herein for
weekly reconciliation, and such other Sale-related items as either party shall
reasonably request, in each case for the prior week or partial week (i.e.
Sunday through Saturday), all pursuant to procedures agreed upon by Merchant and
Agent (with a copy thereof to be provided to GECC). Within thirty (30) days
after the end of the Sale Term, Agent and Merchant shall complete a final
reconciliation of the Sale, the written results of which shall be certified by
representatives of each of Merchant and Agent as a final settlement of accounts
between Merchant and Agent (with a copy thereof to be provided to GECC).

8.7 Force Majeure. If any casualty, act of terrorism, or
act of God prevents or substantially inhibits the conduct of business in the
ordinary course at any Store, such Store and the Merchandise located at such
Store shall, in Agent153s discretion, be eliminated from the Sale and considered
to be deleted from this Agreement as of the date of such event, and Agent and
Merchant shall have no further rights or obligations hereunder with respect
thereto; provided, however, that (i) subject to the terms of
Section 7.1 above, the proceeds of any insurance attributable to such
Merchandise shall constitute Proceeds hereunder, and (ii) the Guaranteed Amount
shall be reduced to account for any Merchandise eliminated from the Sale which
is not the subject of insurance proceeds, and, to the extent the Agent has paid
the Guaranteed Amount, Merchant shall reimburse Agent for the amount the
Guaranteed Amount is so reduced prior to the end of the Sale Term.

8.8 Merchant153s Right to Monitor. Merchant shall have the
right to monitor the Sale and activities attendant thereto and to be present in
the Stores during the hours when the Stores are open for business;
provided that Merchant153s presence does not unreasonably disrupt the
conduct of the Sale. Merchant shall also have a right of access to the Stores
at any time in the event of an emergency situation and shall promptly notify
Agent of such emergency.

8.9 Additional Merchandise.

(a) Agent shall be entitled, at its expense, to include in the Sale
at the Stores additional non-book merchandise procured by Agent which is of like
kind, and no lesser quality to the Merchandise located in the Stores
(“Additional Agent Merchandise“); provided, however, that
the aggregate Cost Value of the Additional Agent Merchandise shall not exceed 2%
of the aggregate Cost Value of the Merchandise.

(b) At all times and for all purposes, the Additional Agent
Merchandise and its proceeds shall be the exclusive property of Agent. The
transactions relating to the Additional Agent Merchandise are, and shall be
construed as, a true consignment from Agent to Merchant. The Additional Agent
Merchandise shall be at all times subject to the control of Agent.

(c) In order to distinguish the Additional Agent Merchandise from
the Merchandise located in the Stores, Agent shall mark the Additional Agent
Merchandise using either a “dummy” SKU or department number or in such other
manner so as to distinguish the sale of Additional Agent Merchandise from the
sale of Merchandise.

Section 9. Employee Matters.

9.1 Merchant153s Employees. Agent may use Merchant153s
employees in the conduct of the Sale to the extent Agent deems expedient, and
Agent may select and schedule the number and type of Merchant153s employees
required for the Sale. Agent shall identify any such employees to be used in
connection with the Sale (each such employee, a “Retained Employee“)
prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant153s
employees shall at all times remain employees of Merchant. Agent153s selection
and scheduling of Merchant153s employees shall at all times comply with all
applicable laws and regulations. Merchant and Agent agree that, except to the
extent that wages and benefits of Retained Employees constitute Expenses
hereunder, nothing contained in this Agreement and none of Agent153s actions taken
in respect of the Sale shall be deemed to constitute an assumption by Agent of
any of Merchant153s obligations relating to any of Merchant153s employees including,
without limitation, Excluded Benefits, WARN Act claims and other termination
type claims and obligations, or any other amounts required to be paid by statute
or law; nor shall Agent become liable under any employment agreement or be
deemed a joint or successor employer with respect to such employees. Agent
shall comply in the conduct of the Sale with all applicable laws and Merchant153s
employee rules, regulations, guidelines and policies which have been provided to
Agent in writing. Merchant shall not, without the prior consent of Agent, raise
the salary or wages or increase the benefits for, or pay any bonuses or other
extraordinary payments to, any Store employees prior to the Sale Termination
Date. Merchant shall not transfer any Retained Employee during the Sale Term
without Agent153s prior consent, which consent shall not be unreasonably withheld
or delayed.

9.2 Termination of Employees. Agent may in its discretion
stop using any Retained Employee at any time during the Sale, subject to the
conditions provided for herein. In the event that Agent desires to cease using
any Retained Employee, Agent shall notify Merchant at least seven (7) days prior
thereto, so that Merchant may coordinate the termination of such employee;
provided, however, that, in the event that Agent determines to
cease using an employee “for cause” (which shall consist of dishonesty, fraud or
breach of employee duties), the seven (7) day notice period shall not apply,
provided further, however, that Agent shall immediately
notify Merchant of the basis for such “cause” so that Merchant can arrange for
termination of such employee. From and after the date of this Agreement and
until the Sale Termination Date, Merchant shall not transfer or dismiss Retained
Employees except “for cause” without Agent153s prior consent. Notwithstanding the
foregoing, Agent shall not have the right to terminate the actual employment of
any Retained Employee, but rather may only cease using such employee in the Sale
and paying any Expenses with respect to such employee.

9.3 Payroll Matters. During the Sale Term, Merchant shall
process the base payroll for all Retained Employees as well as payroll for any
of Merchant153s former employees or temporary labor retained by Agent for the
Sale. Each Wednesday (or such other date as may be reasonably requested by
Merchant to permit the funding of the payroll accounts before such payroll is
due and payable) during the Sale Term, Merchant shall transfer, or, to the
extent that the Payment Date has passed or existence of any shortfall, Agent
shall transfer, to Merchant153s payroll accounts an amount equal to the base
payroll for Retained Employees plus related payroll taxes, workers153 compensation
and benefits for such week which constitute Expenses hereunder.

9.4 Employee Retention Bonuses. Agent may pay, as an
Expense, retention bonuses (“Retention Bonuses“) (which bonuses shall be
inclusive of payroll taxes, but as to which no benefits shall be payable), up to
a maximum of ten percent (10%) of base payroll for all Retained Employees, to
such Retained Employees who do not voluntarily leave employment and are not
terminated “for cause,” as it may determine in its discretion. The amount of
such Retention Bonuses shall be in an amount to be determined by Agent, in its
discretion, and shall be payable within thirty (30) days after the Sale
Termination Date, and shall be processed through Merchant153s payroll
system. Agent shall provide Merchant with a copy of Agent153s Retention Bonus
plan prior to the Sale Commencement Date.

Section 10. Conditions Precedent and Subsequent. The
willingness of Agent and Merchant to enter into the transactions contemplated
under this Agreement is directly conditioned upon the satisfaction of the
following conditions at the time or during the time periods indicated, unless
specifically waived in writing by the applicable party:

(a) All representations and warranties of Merchant and Agent
hereunder shall be true and correct in all material respects and no Event of
Default shall have occurred at and as of the date hereof and as of the Sale
Commencement Date; and

(b) Merchant shall have obtained the Approval Order on or before
July 21, 2011;

(c) Except as set forth on Exhibit 6.1, the time to assume or
reject each Store Lease, pursuant to section 365(d)(4) of the Bankruptcy Code,
does not expire prior to the Sale Termination Date for such Store.

Section 11. Representations, Warranties and Covenants.

11.1 Merchant153s Representations, Warranties and Covenants.
Merchant hereby represents, warrants and covenants in favor of Agent as follows:

(a) each entity comprising Merchant (i) is a corporation duly
organized, validly existing and in good standing under the laws of the state or
province of its formation (except as may be a result of the commencement and/or
pendency of the Merchant153s Chapter 11 Cases); (ii) subject to compliance with
the Bankruptcy Code, has all requisite corporate power and authority to own,
lease and operate its assets and properties and to carry on its business as
presently conducted; and (iii) is, and during the Sale Term will continue to be,
duly authorized and qualified to do business and in good standing in each
jurisdiction where the nature of its business or properties requires such
qualification, including all jurisdictions in which the Stores are located,
except, in each case, to the extent that the failure to be in good standing or
so qualified could not reasonably be expected to have a material adverse effect
on the ability of Merchant to execute and deliver this Agreement and perform
fully its obligations hereunder.

(b) Except as may be required in connection with the issuance of
the Approval Order: (i) the Merchant has the right, power and authority to
execute and deliver this Agreement and each other document and agreement
contemplated hereby (collectively, together with this Agreement, the “Agency
Documents“) and to perform fully its obligations thereunder; (ii) Merchant
has taken all necessary actions required to authorize the execution, delivery
and performance of the Agency Documents, and no further consent or approval is
required for Merchant to enter into and deliver the Agency Documents, to perform
its obligations thereunder and to consummate the Sale, except for any such
consent the failure of which to be obtained could not reasonably be expected to
have a material adverse effect on the ability of Merchant to execute and deliver
this Agreement and perform fully its obligations hereunder; and (iii) each of
the Agency Documents has been duly executed and delivered by Merchant and
constitutes the legal, valid and binding obligation of Merchant enforceable in
accordance with its terms.

(c) Merchant owns, and will own at all times during the Sale
Term, good and marketable title to all of the Merchandise and Owned FF&E
(such Owned FF&E being identified in Exhibit 11.1(c)) to be included
in the Sale, free and clear of all liens, claims and encumbrances of any nature,
other than the liens listed on Exhibit 11.1(c)(i), any applicable
statutory liens, and any super-priority liens, claims or encumbrances approved
by Bankruptcy Code in connection with the Merchant153s debtor-in-possession
financing. Merchant shall not create, incur, assume or suffer to exist any
security interest, lien or other charge or encumbrance upon or with respect to
any of the Merchandise, the Owned FF&E or the Proceeds other than as
provided for herein (including those listed on Exhibit 11.1(c)(i)). Any
Approval Order shall provide that all such liens shall be transferred to and
attach only to the Guaranteed Amount or other amounts payable to Merchant
hereunder.

(d) Merchant has maintained its pricing files in the ordinary
course of business (including the Perpetual File), and prices charged to the
public for goods are the same in all material respects as set forth in such
pricing files (including Perpetual File) for the periods indicated therein
(without consideration of any point of sale markdowns where the point of sale
markdown is reflected in the price files (including Perpetual File)), and all
pricing files (including Perpetual File)and records are true and accurate in all
material respects as to the actual cost to Merchant for purchasing the goods
referred to therein, the costs related thereto and as to the selling price to
the public for such goods (without consideration of any point of sale markdowns)
as of the dates and for the periods indicated therein. Merchant represents that
to its knowledge (i) the ticketed prices of all items of Merchandise do not and
shall not include any Sales Taxes and (ii) all registers located at the Stores
are programmed to correctly compute materially all Sales Taxes required to be
paid by the customer under applicable law, as such calculations have been
identified to Merchant by its retained service provider.

(e) Except with respect to Merchant153s termination of point of
sale events prior to the Sale Commencement Date in the manner previously
disclosed to Agent, to its knowledge Merchant has not marked up or raised, and
shall not up to the Sale Commencement Date mark up or raise, the price of any
items of Merchandise, or removed or altered any tickets or any indicia of
clearance merchandise, except in the ordinary course of business and except for
the effects of the termination of promotional events.

(f) Through the Sale Commencement Date, Merchant shall use
reasonable efforts to ticket or mark all items of inventory received at the
Stores prior to the Sale Commencement in a manner consistent with similar
Merchandise located at the Stores and in accordance with Merchant153s ordinary
course past practices and policies relative to pricing and marking inventory.

(g) Since June 19, 2011, Merchant has not, and through the
completion of the Inventory Taking, Merchant shall not purchase for or transfer
to or from the Stores any Merchandise or Excluded Defective Merchandise outside
the ordinary course except for the transfer of Distribution Center Inventory,
provided that, since June 19, 2011, Merchant has not, and through the completion
of the Inventory Taking, Merchant shall not transfer to or from the Stores any
Return to Vendor Inventory unless Agent has agreed to such
transfers. Merchant153s replenishment has not and will not be consistent with
historic and customary levels or practices, as a result of, among other things,
Merchant153s Chapter 11 filing and/or delays in procuring shipments from its
vendors. From and after July 19, 2011, Merchant shall discontinue issuing new
orders for replenishment for the Stores, provided that, if the Sale Commencement
Date is not July 22, 2011, the Merchant shall continue to replenish such Stores
up until the Sale Commencement Date for such Stores in the ordinary course and
consistent with historical practices.

(h) To the best of Merchant153s knowledge, all Merchandise is in
compliance with all applicable federal, state or local product safety laws,
rules and standards. Merchant shall use reasonable efforts to provide Agent
with its historic policies and practices, if any, regarding product recalls
prior to the Sale Commencement Date.

(i) Subject to the provisions of the Approval Order, throughout
the Sale Term, the Agent shall have the right to the unencumbered use and
occupancy of, and peaceful and quiet possession of, each of the Stores, the
assets currently located at the Stores and the utilities and other services
provided at the Stores. Throughout the Sale Term and subject to Agent complying
with its obligations to reimburse Merchant, the Merchant shall use commercially
reasonable efforts to (a) maintain or (b) cause any applicable landlord to
comply with its obligations under applicable Lease and occupancy agreements to
maintain, in good working order, condition and repair all cash registers,
heating systems, air conditioning systems, elevators, escalators and all other
mechanical devices, but solely to the extent that the Merchant reasonably deems
necessary for the Sale to be conducted without material interruption and in a
manner that is safe and in compliance with applicable laws at the Stores;
provided that, it is understood that the maintenance of cash registers,
heating systems, air conditioning systems, elevators, and escalators are
necessary for the Sale to be conducted without material interruption. Except as
may be impacted by the Chapter 11 Case filing or otherwise restricted by the
Chapter 11 Case filing or as otherwise provided in this Agreement, and absent a
bona fide dispute, throughout the Sale Term, Merchant shall remain current on
all expenses and payables necessary for the conduct of the Sale.

(j) Except as may be impacted by the Chapter 11 Case filing or
otherwise restricted by the Chapter 11 Case filing, Merchant had paid, and will
continue to pay throughout the Sale Term, all self-insured or Merchant funded
employee benefit programs for Store employees, including health and medical
benefits and insurance and all proper claims made or to be made in accordance
with such program.

(k) Since June 19, 2011, Merchant has not intentionally taken,
and shall not throughout the Sale Term intentionally take, any actions with the
intent of increasing the Expenses of Sale, including, without limitation,
increasing salaries or other amounts payable to employees, except (i) there may
have been instances that, in an effort to encourage one or more employees to
remain in Merchant153s employ, Merchant increased the salaries of such employees
(such action not being with any intent to increase any Expense of the Sale or in
anticipation thereof); and (ii) to the extent an employee was due an annual
raise.

(l) Except as may be impacted by the filing for Chapter 11
protection or otherwise restricted by the Chapter 11 filing, Merchant covenants
to continue to operate the Stores in all material respects in the ordinary
course of business from the date of this Agreement to the Sale Commencement Date
by: (i) selling inventory during such period at customary prices consistent with
the ordinary course of business; (ii) not promoting or advertising any sales or
in-store promotions (including POS promotions) to the public (except for
Merchant153s pending advertisements as of the date of this Agreement and/or
Merchant153s promotions for the period through the Sale Commencement Date, as
reflected on Exhibit 11.1(l)); (iii) except as may occur in the ordinary
course of business or as may be required by applicable law, not returning
inventory to vendors and not transferring inventory or supplies between or among
Stores; and (iv) except as may occur in the ordinary course of business, not
making any management personnel moves or changes at the Stores without prior
written notice to and consultation with (but not approval of) Agent.

(m) The aggregate Cost Value of the Merchandise as a percentage
of the aggregate Retail Price of the Merchandise (as determined in accordance
with Sections 5.1 and 5.3) (the “Cost Factor“) shall not be greater than
51.1% (the “Cost Factor Threshold“). To the extent that the actual Cost
Factor for the Merchandise is greater than the Cost Factor Threshold, then such
deviation shall not constitute a breach of any representation or warranty, or an
Event of Default; provided, however, that, then the Guaranty
Percentage shall adjust (in addition to any adjustment applicable pursuant to
section 3.1(c) hereof) in accordance with Exhibit 11.1(m). For the
purposes of this Agreement, “Retail Price” means the lower of (i) the
lowest ticketed, marked or shelf price, (ii) the current selling price for such
item of Merchandise, excluding in each instance Excluded Price Adjustments or
(iii) the current retail or aged price, as applicable, for each item of
Merchandise, as reflected in the Merchant153s Perpetual File. If an item of
Merchandise has more than one ticketed price, or if multiple items of the same
SKU are ticketed at different prices, or have a different PLU price, and such
pricing does not otherwise qualify as an Excluded Price Adjustment, the lowest
ticketed, marked or PLU price on any such item shall prevail for such item or
for all such items within the same SKU, as the case may be, that are located
within the same location (as the case may be, the “Lowest Location
Price“), unless it is reasonably determined by Merchant and Agent that the
applicable Lowest Location Price was mismarked or such item was priced because
it was damaged or marked as “as is,” in which case the higher price shall
control; provided, however, in determining the Lowest Location
Price with respect to any item of Merchandise at a Store, the Lowest Location
Price shall be determined based upon the lowest ticketed, marked or PLU price
for such item on a per Store basis. No adjustment to Retail Price shall be made
with respect to different ticketed price, marked price, or PLU prices for items
located in different Stores. For purposes of this Agreement, the Cost Factor
shall be calculated by dividing the aggregate Cost Value of the Merchandise by
the aggregate Retail Price of the Merchandise.

(n) To the best of Merchant153s knowledge, all documents, written
information and supplements provided by Merchant to Agent in connection with
Agent153s due diligence and the negotiation of this Agreement were true and
accurate in all material respects at the time provided.

(o) To the best of Merchant153s knowledge, Merchant has not since
June 19, 2011 shipped any Excluded Defective Merchandise from the Distribution
Centers to the Stores. Merchant will not ship any Excluded Defective
Merchandise from the date of this Agreement from the Distribution Centers to the
Stores.

(p) Since June 19, 2011, Merchant has not, and through the
completion of the Inventory Taking, Merchant shall not transfer any Distribution
Center Inventory or any other merchandise to the Stores without Agent153s consent
other than ordinary course replenishment, provided that, Merchant has not, and
through the completion of the Inventory Taking, Merchant shall not transfer to
or from the Stores any Return to Vendor Inventory unless Agent has agreed to
such transfers.

11.2 Agent153s Representations, Warranties and
Covenants. Agent hereby represents, warrants and covenants in favor of
Merchant as follows:

(a) Agent: (i) is a limited partnership, corporation or limited
liability company (as the case may be) duly and validly existing and in good
standing under the laws of the State of its organization; and (ii) has all
requisite power and authority to carry on its business as presently conducted
and to consummate the transactions contemplated hereby.

(b) Agent has the right, power and authority to execute and
deliver each of the Agency Documents to which it is a party and to perform fully
its obligations thereunder. Agent has taken all necessary actions required to
authorize the execution, delivery and performance of the Agency Documents, and
no further consent or approval is required on the part of Agent for Agent to
enter into and deliver the Agency Documents, to perform its obligations
thereunder and to consummate the Sale. Each of the Agency Documents has been
duly executed and delivered by the Agent and constitutes the legal, valid and
binding obligation of Agent enforceable in accordance with its terms. No court
order or decree of any federal, state or local governmental authority or
regulatory body is in effect that would prevent or impair, or is required for,
Agent153s consummation of the transactions contemplated by this Agreement (other
than the Approval Order), and no consent of any third party which has not been
obtained is required therefor, other than as provided herein. No contract or
other agreement to which Agent is a party or by which Agent is otherwise bound
will prevent or impair the consummation of the transactions contemplated by this
Agreement.

(c) No action, arbitration, suit, notice or legal administrative
or other proceeding before any court or governmental body has been instituted by
or against Agent, or has been settled or resolved or, to Agent153s knowledge, has
been threatened against or affects Agent, which questions the validity of this
Agreement or any action taken or to be taken by Agent in connection with this
Agreement or which, if adversely determined, would have a material adverse
effect upon Agent153s ability to perform its obligations under this Agreement.

(d) The Sale shall be conducted in compliance with all
applicable state and local laws, rules and regulations and Merchant153s leases and
other agreements, except as provided for in the Sale Guidelines and Approval
Order.

(e) Absent prior consent by the Merchant, Agent will not cause
any non-emergency repairs or maintenance (emergency repairs are repairs
necessary to preserve the security of a premise or to ensure customer safety) to
be conducted at the Stores.

(f) To the best of Agent153s knowledge, all Additional Agent
Merchandise is in compliance with all applicable federal, state or local product
safety laws, rules and standards. All Additional Agent Merchandise shall be
non-book merchandise of like kind and no lesser quality to the Merchandise
located in the Stores.

Section 12. Insurance.

12.1 Merchant153s Liability Insurance. Merchant shall continue
until the Sale Termination Date, at Agent153s cost as an Occupancy Expense
hereunder and in such amounts as it currently has in effect, all of its
liability insurance policies covering injuries to persons and property in, or in
connection with, Merchant153s operation of the Stores and shall endeavor to cause
Agent to be named as an additional named insured (as its interest may appear)
with respect to all such policies. Merchant shall deliver to Agent certificates
evidencing such insurance setting forth the duration thereof and naming Agent as
an additional named insured, in form reasonably satisfactory to Agent. All such
policies shall require at least thirty (30) days153 prior notice to Agent of
cancellation, non-renewal or material change during the Sale Term. In the event
of a claim under any such policies, Merchant shall be responsible for the
payment of all deductibles, retentions or self-insured amounts thereunder (which
amounts shall be paid by Agent as an Occupancy Expense), unless it is determined
that liability arose by reason of the wrongful acts or omissions or negligence
of Agent, or Agent153s employees, independent contractors or agents (including
Merchant153s employees being supervised by Agent).

12.2 Merchant153s Casualty Insurance. Merchant will provide
throughout the Sale Term, at Agent153s cost as an Occupancy Expense hereunder,
fire, flood, theft and extended coverage casualty insurance covering the
Merchandise in a total amount equal to no less than the retail value
thereof. In the event of a loss to the Merchandise on or after the date of this
Agreement, the Proceeds of such insurance attributable to the Merchandise, plus
any self insurance amounts and the amount of any deductible or self-insured
retention (which amounts shall be paid by Agent as an Expense), shall constitute
Proceeds hereunder. Merchant shall deliver to Agent certificates evidencing
such insurance, setting forth the duration thereof, in form and substance
reasonably satisfactory to Agent. All such policies shall require at least
thirty (30) days153 prior notice to the Agent of cancellation, non-renewal or
material change during the Sale Term. Merchant shall not make any change in the
amount of any deductibles or self insurance amounts prior to the Sale
Termination Date without Agent153s prior written consent.

12.3 Agent153s Insurance. Agent shall maintain as an Expense
hereunder throughout the Sale Term, in such amounts as it currently has in
effect and as set forth in Exhibit 12.3 hereto, comprehensive public
liability insurance policies covering injuries to persons and property in or in
connection with Agent153s agency at the Stores, and shall cause Merchant and GECC
to be named as additional insureds and loss payees with respect to such
policies. Agent shall deliver to Merchant certificates evidencing such
insurance policies setting forth the duration thereof and naming Merchant as
additional insureds, in form and substance reasonably satisfactory to
Merchant. In the event of a claim under any such policies, Agent shall be
responsible for the payment of all deductibles, retentions or self-insured
amounts thereunder, unless it is determined that liability arose by reason of
the wrongful acts or omissions or negligence of Merchant or Merchant153s
independent contractors or agents, other than Agent or Agent153s employees, agents
or independent contractors (including Merchant153s employees under Agent153s
supervision). All such policies shall require at least thirty (30) days153 prior
notice to the Merchant of cancellation, non-renewal or material change during
the Sale Term. Agent shall not make any change in the amount of any deductibles
or self insurance amounts prior to the Sale Termination Date without Merchant153s
prior written consent.

12.4 Worker153s Compensation Insurance. Merchant shall at all
times during the Sale Term maintain in full force and effect workers153
compensation insurance (including employer liability insurance) covering all
Retained Employees in compliance with all statutory requirements and subject to
approval of the Bankruptcy Court.

Section 13. Indemnification

13.1 Merchant Indemnification. Merchant shall indemnify and
hold Agent and its officers, directors, employees, agents and independent
contractors (collectively, “Agent Indemnified Parties“) harmless from and
against all claims, demands, penalties, losses, liability or damage, including,
without limitation, reasonable attorneys’ fees and expenses, directly or
indirectly asserted against, resulting from, or related to: (i) Merchant153s
material breach of or failure to comply with any of its agreements, covenants,
representations or warranties contained in any Agency Document; (ii) subject to
Agent153s satisfaction of its obligations pursuant to Section 4.1(a) and (b)
hereof, any failure of Merchant to pay to its employees any wages, salaries or
benefits due to such employees during the Sale Term; (iii) subject to Agent’s
compliance with its obligations under Section 8.3 hereof, any failure by
Merchant to pay any Sales Taxes to the proper taxing authorities or to properly
file with any taxing authorities any reports or documents required by applicable
law to be filed in respect thereof; (iv) any liability or other claims asserted
by customers, any of Merchant’s employees, or in connection with the
performance of the terms of this Agreement any other person against any Agent
Indemnified Party (including, without limitation, claims by employees arising
under collective bargaining agreements, worker’s compensation or under the WARN
Act); or (v) the gross negligence (including omissions) or willful misconduct of
Merchant, or its officers, directors, employees agents or representatives.

13.2 Agent Indemnification. Agent shall indemnify and hold
Merchant and its officers, directors, employees, agents and representatives
harmless from and against all claims, demands, penalties, losses, liability or
damage, including, without limitation, reasonable attorneys153 fees and expenses,
directly or indirectly asserted against, resulting from, or related to: (i)
Agent153s material breach of or failure to comply with any of its agreements,
covenants, representations or warranties contained in any Agency Document; (ii)
any claims by any party engaged by Agent as an employee, agent, representative
or independent contractor arising out of such engagement; (iii) any harassment
or any other unlawful, tortious or otherwise actionable treatment of any of the
Merchant153s employees or agents by Agent or any of its employees, agents,
representatives or independent contractors; (iv) as set forth in Section 8.3
hereof and (v) the gross negligence (including omissions) or willful misconduct
of Agent, its officers, directors, employees, agents, representatives or
independent contractors.

Section 14. Defaults. The following shall constitute
“Events of Default” hereunder:

(a) The Merchant or Agent shall fail to perform any of their
respective material obligations hereunder if such failure remains uncured seven
(7) days after receipt of written notice thereof to the defaulting party;

(b) Any representation or warranty made by Merchant or Agent
proves untrue in any material respect as of the date made and, to the extent
curable, continues uncured seven (7) days after written notice to the defaulting
party;

(c) The Sale is terminated or materially interrupted or impaired
for any reason other than (i) an Event of Default by Agent; or (ii) any other
material breach or action by Agent not authorized under the Agency Agreement;
providedhowever, it is expressly understood that Merchant153s conduct of
“going out of business”, “store closing”, “total liquidation”, “everything must
go”, or similar themed sales at stores other than the Stores (the “Other
Store Closings“) during a period that overlaps with the Sale Term shall not
be deemed an Event of Default, or a material interruption of impairment of the
Sale or this Agreement and Agent acknowledges that it has no remedies under this
Agreement in connection with, or a result of, such Other Store Closings.

In the event of an Event of Default, the non-defaulting party may, in its
discretion, elect to terminate this Agreement upon seven (7) business days’
written notice to the other party.

Any party153s damages or entitlement to equitable relief on account of an Event
of Default shall be determined by the Bankruptcy Court.

Section 15. Miscellaneous.

15.1 Notices. All notices and communications provided for
pursuant to this Agreement shall be in writing and sent (i) by email and (ii) by
hand, by facsimile or by Federal Express or other recognized overnight delivery
service, as follows (with Merchant and Agent to receive all notices regardless
of their origin):

15.2 Governing Law. This Agreement shall be governed and
construed in accordance with the laws of New York without regard to conflicts of
laws principles thereof, except where governed by the Bankruptcy Code. Each of
the parties hereto irrevocably and unconditionally submits, for itself and its
properties, to the exclusive jurisdiction of the Bankruptcy Court, in any action
or proceeding arising out of or relating to this Agreement.

15.3 Entire Agreement. This Agreement contains the entire
agreement between the parties hereto with respect to the transactions
contemplated hereby and supersedes and cancels all prior agreements, including,
but not limited to, all proposals, letters of intent or representations, written
or oral, with respect thereto.

15.4 Amendments. This Agreement may not be modified except in
a written instrument executed by each of the parties hereto and with the prior
written consent of GECC.

15.5 No Waiver. No consent or waiver by any party, express or
implied, to or of any breach or default by the other in the performance of its
obligations hereunder shall be deemed or construed to be a consent or waiver to
or of any other breach or default in the performance by such other party of the
same or any other obligation of such party. Failure on the part of any party to
complain of any act or failure to act by the other party or to declare the other
party in default, irrespective of how long such failure continues, shall not
constitute a waiver by such party of its rights hereunder.

15.6 Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon Agent and Merchant and their respective
successors and assigns; provided, however, that this Agreement may not be
assigned by Merchant or Agent to any party without the prior written consent of
the other.

15.7 Execution in Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
but all of which together shall constitute but one agreement. This Agreement
shall be effective upon delivery of original signature pages or “pdf” or
facsimile copies thereof executed by each of the parties.

15.8 Section Headings. The headings of sections of this
Agreement are inserted for convenience only and shall not be considered for the
purpose of determining the meaning or legal effect of any provisions hereof.

15.9 FF&E. With respect to furniture, fixtures and
equipment owned by Merchant and located at the Stores (collectively, the “Agent
Sale FF&E”), Agent shall sell the Agent Sale FF&E and shall retain all
proceeds therefrom. In consideration thereof, Agent shall: (i) pay Merchant on
the Payment Date ten million three hundred thousand dollars $10,300,000 (the
“Agent Sale FF&E Guarantee”); and (ii) pay the selling and marketing
expenses determined by Agent to be reasonably necessary to sell the Agent Sale
FF&E (which for purposes of the avoidance of doubt shall not include any
occupancy or occupancy-related expenses associated with the Distribution Center
and/or Merchant153s home office, which occupancy and occupancy-related expenses
shall be paid by Merchant). As of the Sale Termination Date, Agent may abandon
in place any unsold Agent Sale FF&E at the Stores in the manner set forth in
Section 6.2 hereof.

Agent shall sell FF&E owned by Merchant located at the Distribution
Centers (excluding the Carlisle, PA Distribution Center) and Merchant153s
corporate office (the “Corporate FF&E“). Agent shall be entitled to
receive a commission equal to 20% of the net proceeds from the sale of Corporate
FF&E (net of Sales Taxes and the expenses of disposing of the Corporate
FF&E); providedhowever that Merchant shall be responsible for payment
of expenses incurred in connection with the disposition of the Corporate
FF&E in accordance with a budget to be mutually agreed upon between Merchant
and Agent (in consultation with GA with copies to be provided to GECC). As of
the Sale Termination Date, Agent may abandon in place any FF&E located at
the Distribution Centers and any FF&E located in the Merchant153s corporate
office in a neat and orderly manner. All proceeds from the disposition of the
Corporate FF&E shall be deposited in a segregated account designated solely
for the deposit of the proceeds from the Corporate FF&E which shall be a
Merchant153s Designated Deposit Account.

15.10 Reporting. Agent shall furnish Merchant and GECC with
weekly reports (including reports that comply with Merchant153s current weekly
cash reporting to its central office) reflecting the progress of the Sale, which
shall specify the Proceeds (including proceeds from the sale of News Stand and
Caf /Candy Inventory) received to date and shall furnish Merchant and GECC with
such other information regarding the Sale as Merchant reasonably requests. The
Agent will maintain and provide to Merchant and GECC sales records to permit
calculation of and compliance with any percentage of rent obligations under
Store leases. During the course of the Sale, Merchant and GECC shall have the
right to have representatives continually act as observers of the Sale in the
Stores, so long as they do not interfere with the conduct of the Sale.

15.11 Agent. All references to “Agent” hereunder shall
mean a joint venture composed of Hilco Merchant Resources, LLC, SB Capital
Group, LLC, Gordon Brothers Retail Partners, LLC, Tiger Capital Group, LLC and
Great American Group, LLC.

Section 16. Security Interest. In consideration of
Agent153s payment of the Guaranteed Amount Deposit, Expenses, Agent Sale FF&E
Guarantee and the provision of services hereunder to Merchant, upon issuance of
the Letter of Credit and effective as of the Payment Date, Merchant hereby
grants to Agent (x) a valid and perfected first priority security interest in
and lien (subject to the subordination provisions set forth herein below) upon
(i) the Merchandise, (ii) Books in Storage, (iii) Additional Agent Merchandise
and the proceeds thereof, (iv) Agent Sale FF&E and the proceeds realized
from the disposition of the Agent Sale FF&E, (v) proceeds realized from the
disposition of the Corporate FF&E up to the amount of the Agent153s
disposition commission related to Corporate FF&E as provided for in Section
15.9 and (vi) the Proceeds, to secure all obligations of Merchant to Agent
hereunder and (y) to secure Merchant153s obligations pursuant to Section 3.3(e) to
repay any Over Payment Amount to the Agent, a superpriority administrative
expense claim payable from, and a valid and perfected first priority security
interests in and lien upon, each of the following, as defined in the APA: (i)
Intellectual Property, (ii) the Kobo Interest, (iii) proceeds of Real Property
Leases, (iv) Corporate FF&E (as defined herein), (v) Merchant153s Additional
Goods Recovery Amount (as defined herein), (vi) Merchant’s portion of proceeds
related to Merchant Consignment Goods (as defined herein) and (vii) proceeds
related to any the foregoing (the “Over Payment Collateral“);
provided, however, that the security interest and administrative
expense claims granted to Agent hereunder shall remain junior and subordinate in
all respects to (a) Merchant153s rights to receive payment of the Guaranteed
Amount, Agent Sale FF&E Guarantee and, Expenses and any other undisputed
amounts due from Agent to Merchant hereunder (collectively, the “Agent153s
Payment Obligations“) and (b) the liens, security interests and claims of
the GECC and the Lenders, to the to the extent of the unpaid portion of Agent153s
Payment Obligations. Upon the entry of the Approval Order and upon payment of
the Guaranteed Amount Deposit and Agent Sale FF&E Guarantee pursuant to
Section 3.3(a) hereof, and the issuance of the Letter of Credit, the security
interests granted to the Agent hereunder shall be deemed properly perfected
without the necessity of filing financing statements or other
documentation. Upon the earlier occurrence of (a) date of the Final Inventory
Report as reviewed, verified and reconciled by Merchant and Agent and payment of
any Over Payment Amount, if any, (b) Agent153s express written waiver of its
rights to the Over Payment Amount or (c) entry by the Court of an Order finding
that the Merchant satisfied its obligations to the Agent pursuant to Section
3.3(e) hereof, (the “Over Payment Collateral Release Date“), the Agent153s
liens on the Over Payment Collateral shall be deemed automatically released and
the Agent will immediately disburse all amounts held in the Over Payment Escrow
(as defined below) to the Merchant. Notwithstanding any provision in this
Agreement to the contrary, during the period commencing on the Sale Commencement
Date and after payment of the Guaranteed Amount Deposit and Agent Sale FF&E
Guarantee and ending on the Over Payment Collateral Release Date (a) the
Merchant shall not sell, assign or otherwise dispose of any item of Over Payment
Collateral without Agent153s consent, which consent will not be unreasonably
withheld, (b) the proceeds of the sale of any Over Payment Collateral shall be
placed in a segregated account with Agent (the “Over Payment Escrow“) and
Agent153s liens shall attach to such proceeds in the same priority, validity and
extent they encumbered such collateral, and (c) the Agent is authorized to hold
all proceeds due to the Merchant with respect to the Recovery Amount, Merchant153s
Additional Goods Recovery Amount and Merchant’s portion of proceeds related to
Merchant Consignment Goods in the Over Payment Escrow.

Section 17. Lenders Rights. Any rights or remedies accorded
to GECC or GA herein shall exist only so long as the DIP Facility has not been
indefeasibly paid in full in cash.

IN WITNESS WHEREOF, the Agent and Merchant hereby execute this Agreement by
their duly authorized representatives as a sealed instrument as of the day and
year first written above.