Case MFW Doc 1067 Filed 04/07/16 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

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1 Case MFW Doc 1067 Filed 04/07/16 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SPORTS AUTHORITY HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Requested Hearing Date: April 26, 2016 at 11:30 a.m. Requested Objection Deadline: April 19, 2016 at 4:00 p.m. MOTION OF WP GLIMCHER INC. FOR ENTRY OF AN ORDER COMPELLING THE DEBTORS TO PAY STUB RENT FOR THE CLOSING STORES AND TO PAY ADMINISTRATIVE RENT PURSUANT TO 11 U.S.C. 363(e), 365(d)(3), 503(b)(1) AND 507(a) AND GRANTING RELATED RELIEF WP Glimcher Inc. ( WP Glimcher ), as managing agent for the owner of the property identified herein (the WP Glimcher Landlord ), by its undersigned counsel, hereby submits this motion (the Motion ) to compel the above-captioned Debtors (i) to pay the Stub Rent (as defined below) for the Closing Stores (as defined below) in an amount not less than $127,777.80, and (ii) to pay the post-petition rent for the month of April ( April Rent ) for all the Leased Premises (as defined below) in an amount not less than $280,391.93, pursuant to 11 U.S.C. 363(e), 365(d)(3), 503(b)(1) and 507(a). In support of this Motion, WP Glimcher respectfully states: BACKGROUND 1. On March 2, 2016 (the Petition Date ), the above-captioned debtors (the Debtors ) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) in the United States Bankruptcy Court for the District of Delaware (this 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado

2 Case MFW Doc 1067 Filed 04/07/16 Page 2 of 7 Court ). 2. Upon information and belief, the Debtors are operating their businesses and managing their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 3. The WP Glimcher Landlord is the owner of certain real property in which the Debtors lease retail space (the Leased Premises ) from the WP Glimcher Landlord pursuant to those certain written leases (the Leases ). 2 Specifically, the Debtors are leasing certain retail space from the WP Glimcher Landlord at: Merritt Square, located in Merritt Island, Florida; Mesa Mall, located in Grand Junction, Colorado; Outlet Collection Seattle, located in Auburn, Washington; Palms Crossing Town Center, located in McAllen, Texas; and West Town Corners, located in Altamonte Springs, Florida. 4. The Leased Premises are located in shopping centers as that term is used in section 365(b)(3) of the Bankruptcy Code. See In re Joshua Slocum, Ltd., 922 F.2d 1081, (3d Cir. 1990). 5. On March 22, 2016, WP Glimcher filed its Joinder of WP Glimcher Inc. to Objection of Brixmor Property Group, Inc., Federal Realty Investment Trust, UBS Realty Investors, LLC, Sweetbriar Authority, LLC, WMJK, Ltd., Rice Lake Square LP, and Rite Aid Corporation, and Objection of WP Glimcher Inc., to Debtors Motion, Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, Fed. R. Bankr. P. 2002, 6003, 6004, 6006, 9007, 9008 and 9014 and Del. Bankr. L.R , And , for Entry of (A) An Order (I) Approving Bid Procedures in 2 The Leases and related documentation are voluminous, and therefore, have not been attached to this Objection. The WP Glimcher Landlord will provide a copy of the Leases and related documentation to this Court and parties in interest upon request. 2

3 Case MFW Doc 1067 Filed 04/07/16 Page 3 of 7 Connection with the Sale of Substantially All of the Debtors Assets, (II) Scheduling An Auction for and Hearing to Approve Sale of Assets, (III) Approving Notice of Respective Date, Time and Place for Auction and for Hearing On Approval of Sale, (IV) Approving Procedures for the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (V) Approving Form and Manner of Notice Thereof, and (VI) Granting Related Relief; and (B) An Order Authorizing and Approving (I) The Sale of Substantially All of the Debtors Assets Free and Clear Of Liens, Claims, Rights, Encumbrances, and Other Interests, (II) The Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (III) Related Relief (Docket No. 682) (the Bidding Procedures Objection ). 6. In the Bidding Procedures Objection, WP Glimcher asserted that the Debtors are responsible for payment to the WP Glimcher Landlord of rent for the period of March 2, 2016 through March 31, 2016 (the Stub Rent ) for the use and occupancy of the Leased Premises, specifically Stub Rent for those leased locations where the Debtors are conducting store closing sales (the Closing Sales ). The Debtors are currently conducting Closing Sales at two of the WP Glimcher Landlord s Leased Premises: Palms Crossing Town Center, located in McAllen, Texas; and West Town Corners, located in Altamonte Springs, Florida (together, the Closing Stores ). 7. The Debtors have failed to pay Stub Rent to the WP Glimcher Landlord for the use and occupancy of the Closing Stores, and have not made any provisions in their proposed postpetition financing budget for the payment of such Stub Rent. In addition, as of the date hereof, the Debtors have failed to pay April Rent to the WP Glimcher Landlord for all of the Leased Premises. For the following reasons, the Debtors should be immediately compelled (i) to pay the Stub Rent due and owing to the WP Glimcher Landlord under the Leases associated with the Closing Stores, 3

4 Case MFW Doc 1067 Filed 04/07/16 Page 4 of 7 and (ii) to pay the April Rent due and owing to the WP Glimcher Landlord under the Leases associated with all of the Leased Premises. RELIEF REQUESTED 8. Section 365(d)(3) of the Bankruptcy Code provides, in relevant part, that [t]he Trustee shall timely perform all the obligations of the debtor arising from and after the order for relief under any unexpired lease of nonresidential real property, until such lease is assumed or rejected, notwithstanding section 503(b)(1) of this title. Thus, under section 365(d)(3) of the Bankruptcy Code, the Debtors have an affirmative obligation to stay current with post-petition obligations to the WP Glimcher Landlord under the Leases. While the Debtors have a clear obligation as to all of the Leased Premises, the Debtors are currently conducting Closing Sales at the Closing Stores and, at the very least, should be held accountable to stay current with their postpetition obligations under the Leases for those locations. 9. In addition, because the payment of rent and other charges, including Stub Rent, under the Leases are an actual and necessary cost of doing business under section 503(b)(1) of the Bankruptcy Code, payment will be afforded administrative expense priority. See In re Richard Burival, 406 B.R. 548, 555 (B.A.P. 8th Cir. 2009) ( To hold that Section 365(d)(3) does not confer administrative status to post-petition, pre-rejection claims would defeat the spirit and letter of Section 365(d)(3): post-petition, pre-rejection claims must be paid when due. ); Goody s Family Clothing, Inc. v. Mountaineer Property Co. II, LLC (In re Goody s Family Clothing, Inc.), 401 B.R. 656, (D. Del. 2009); In re Zagata Fabricators, Inc., 893 F.2d 624, (3d Cir. 1990). Pursuant to section 507(a)(1) of the Bankruptcy Code, the unpaid, post-petition amounts due to the WP Glimcher Landlord under the Leases are entitled to priority as administrative claims for the 4

5 Case MFW Doc 1067 Filed 04/07/16 Page 5 of 7 actual, necessary cost of preserving the estate. See id. The Debtors have occupied and continue to occupy the Leased Premises resulting in substantial benefit to the Debtors, its estates and its creditors. Accordingly, the Debtors must immediately pay to the WP Glimcher Landlord all postpetition amounts due and owing under the Leases, including but not limited to April Rent. 10. To the extent that rental obligations cover both pre-petition and post-petition periods, section 365(d)(3) of the Bankruptcy Code requires debtors to make an equitable provision of rent pro-rating the pre-petition and post-petition periods. See In re Stone Barn Manhattan LLC, 398 B.R. 359, 365 (Bankr. S.D.N.Y. 2008) ( After a careful analysis of 365(d)(3), the Court remains convinced that the proper construction of 365(d)(3) in this case is to hold the Debtors responsible for the stub rent ); In re DVI, Inc., 308 B.R. 703, 707 (Bankr. D. Del. 2004); In re Ames Dep t Stores, 306 B.R. 43, 64 n.77 (Bankr. S.D.N.Y. 2004). Therefore, the Debtors are liable for the Stub Rent, as well as April Rent, and for all subsequent months prior to the applicable lease assumption or rejection and turnover date. 11. Where an estate may be administratively insolvent, as may be the case here, the court may provide landlords with adequate protection under Section 363(e). See In re Goody s Family Clothing, Inc., 610 F.3d 812, 819 (3d Cir. 2010). Such adequate protection should take the form of immediate cash payments for post-petition use of the Leased Premises. See 11 U.S.C. 361; In re Kellstrom Indus., Inc., 282 B.R. 787, 794 (Bankr. D. Del. 2002). While WP Glimcher maintains that Stub Rent is due and owing under the Leases for all of the Leased Premises and therefore should be allowed in full as an administrative expense claim, WP Glimcher requests, at a minimum, that the Stub Rent due and owing under the Leases for the Closing Stores should be afforded administrative expense priority and be paid immediately by the Debtors to the WP Glimcher Landlord as adequate 5

6 Case MFW Doc 1067 Filed 04/07/16 Page 6 of 7 protection for the Debtors continued use of the premises. See Goody s Family Clothing, Inc. v. Mountaineer Property Co. II, LLC (In re Goody s Family Clothing, Inc.), 401 B.R. 656, (D. Del. 2009); In re DVI, Inc., 308 B.R. 703, 708 (Bankr. D. Del. 2004). 12. For the foregoing reasons, WP Glimcher respectfully requests that this Court enter an order, substantially in the form attached hereto, compelling the Debtors (i) to immediately pay the Stub Rent due and owing to the WP Glimcher Landlord under the Leases associated with the Closing Stores in the amounts identified below, 3 and (ii) to immediately pay the April Rent due and owing to the WP Glimcher Landlord under the Leases associated with all the Leased Premises in the amounts identified below. 4 Leased Premises Location Stub Rent Due and Owing West Town Corners, LLC Altamonte Springs, Florida $51, Palms Crossing Town Center, LLC McAllen, Texas $76, Leased Premises Location April Rent Due and Owing West Town Corners, LLC Altamonte Springs, Florida $52, Palms Crossing Town Center, McAllen, Texas $79, LLC Merritt Square Merritt Island, Florida $44, Mesa Mall Grand Junction, Colorado $66, Outlet Collection Seattle Auburn, Washington $38, WHEREFORE, WP Glimcher respectfully requests that this Court enter an order: (a) 3 Attached as Exhibit A is an itemization of all Stub Rent due and owing under the Leases for the Closing Stores. 4 Attached as Exhibit B is an itemization of all April Rent due and owing under the Leases for all the Leased Premises. 6

7 Case MFW Doc 1067 Filed 04/07/16 Page 7 of 7 granting this Motion; (b) allowing administrative expense priority and compelling the Debtor to immediately pay to WP Glimcher the amount of not less than $127, for post-petition Stub Rent due under the Leases associated with the Closing Stores; (c) allowing administrative expense priority and compelling the Debtor to immediately pay to WP Glimcher the amount of not less than $280, for post-petition April Rent due under the Leases associated with all the Leased Premises; and (d) granting WP Glimcher such other and further relief as this Court deems just and appropriate under the circumstances. Dated: April 7, 2016 Wilmington, Delaware Respectfully submitted, /s/ Leslie C. Heilman Leslie C. Heilman, Esquire (No. 4716) BALLARD SPAHR LLP 919 N. Market Street, 11th Floor Wilmington, DE Telephone: (302) Facsimile: (302) heilmanl@ballardspahr.com -and- Ronald E. Gold, Esq. (admitted pro hac vice) Ohio Bar No FROST BROWN TODD LLC 3300 Great American Tower 301 East Fourth Street Cincinnati, Ohio Telephone: (513) Facsimile: (513) rgold@fbtlaw.com Counsel for WP Glimcher Inc. 7

8 Case MFW Doc Filed 04/07/16 Page 1 of 3 EXHIBIT A

9 Case MFW Doc Filed 04/07/16 Page 2 of 3 Exhibit A Collection Workout for Legal SPORTS AUTHORITY - PALMS CROSSING TOWN CENTER -POST-PETITION 3/2/2016-3/21/2018 Lease Information: If payment not received when due: Interest: 0.00% per month Late Fee: > 0% or $0.00 per month Monthly Charges Late Charges Date BRT CAM INS Total Charges Interest Late Fee Total Amount Due Mar-16 67, , , , Total $67, $8, $ $76, $0.00 $0.00 $76, Total Charges: $76, Interest & Late Fee: $0.00 Total Due: $76,510.05

10 Case MFW Doc Filed 04/07/16 Page 3 of 3 Exhibit A Collection Workout for Legal SPORTS AUTHORITY - WEST TOWN CORNERS - POST-PETITION 3/2/2016-3/21/2016 Lease Information: If payment not received when due: Interest: 0.00% per month Late Fee: > 0% or $0.00 per month Monthly Charges Late Charges Date BRT CAM TAX RTX Total Charges Interest Late Fee Total Amount Due Mar-16 39, , , , , , Total $39, $2, $5, $3, $51, $0.00 $0.00 $51, Total Charges: $51, Interest & Late Fee: $0.00 Total Due: $51,267.75

11 Case MFW Doc Filed 04/07/16 Page 1 of 6 EXHIBIT B

12 Case MFW Doc Filed 04/07/16 Page 2 of 6 Exhibit B Collection Workout for Legal SPORTS AUTHORITY - WEST TOWN CORNERS 4/1/2016-4/30/2016 Lease Information: If payment not received when due: Interest: 0.00% per month Late Fee: > 0% or $0.00 per month Monthly Charges Date BRT CAN RTX TAX Late Charges Total Charges Interest Late Fee Total Amount Due Apr-16 41, , , , , , Total $41, $2, $3, $5, $52, $0.00 $0.00 $52, Total Charges: $52, Interest & Late Fee: $0.00 Total Due: $52,976.68

13 Case MFW Doc Filed 04/07/16 Page 3 of 6 Exhibit B Collection Workout for Legal SPORTS AUTHORITY - PALMS CROSSING TOWN CENTER 4/1/2016-4/30/2016 Lease Information: If payment not received when due: Interest: 0 0% per month Late Fee: > 0% or $0.00 per month Monthly Charges Date BRT CAM INS Late Charges Total Charges Interest Late Fee Total Amount Due Apr-16 69, , , , Total $69, $8, $ $79, $0.00 $0.00 $79, Total Charges: $79, Interest & Late Fee: $0.00 Total Due: $79,060.38

14 Case MFW Doc Filed 04/07/16 Page 4 of 6 Exhibit B Lease Information: If payment not received when due: Interest: 0.00% per month Late Fee: > 0% or $0.00 per month Collection Workout for Legal SPORTS AUTHORITY - MERRITT SQUARE MALL 4/1/2016-4/30/2016 Monthly Charges Date BRT CAM INS RTX TAX Late Charges Total Charges Interest Late Fee Total Amount Due Apr-16 13, , , , , , Total $13, $22, $ $2, $4, $44, $0.00 $0.00 $44, Total Charges: $44, Interest & Late Fee: $0.00 Total Due: $44,050.87

15 Case MFW Doc Filed 04/07/16 Page 5 of 6 Exhibit B Collection Workout for Legal SPORTS AUTHORITY - MESA MALL 4/1/2016-4/30/2016 Lease Information: If payment not received when due: Interest: 0.00% per month Late Fee: > 0% or $0.00 per month Monthly Charges Date BRT CAM ELE INS TAX TSH WTS Late Charges Total Charges Interest Late Fee Total Amount Due Apr-16 42, , , , , , , Total $42, $10, $6, $1, $5, $ $36.00 $66, $0.00 $0.00 $66, Total Charges: $66, Interest & Late Fee: $0.00 Total Due: $66,291.90

16 Case MFW Doc Filed 04/07/16 Page 6 of 6 Exhibit B Lease Information: If payment not received when due: Interest: 0.00% per month Late Fee: > 0% or $0.00 per month Collection Workout for Legal SPORTS AUTHORITY - OUTLET COLLECTION SEATTLE 4/1/2016-4/30/2016 Monthly Charges Date CAM INS OPT PRF TAX Late Charges Total Charges Interest Late Fee Total Amount Due Apr-16 11, , , , , , , Total $11, $2, $14, $1, $8, $38, $0.00 $0.00 $38, Total Charges: $38, Interest & Late Fee: $0.00 Total Due: $38,012.00

17 Case MFW Doc Filed 04/07/16 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SPORTS AUTHORITY HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Related to Docket No. ORDER GRANTING MOTION OF WP GLIMCHER INC. FOR ENTRY OF AN ORDER COMPELLING THE DEBTORS TO PAY STUB RENT FOR THE CLOSING STORES AND TO PAY ADMINISTRATIVE RENT PURSUANT TO 11 U.S.C. 363(e), 365(d)(3), 503(b)(1) AND 507(a) AND GRANTING RELATED RELIEF Upon consideration of the Motion of WP Glimcher Inc. for Entry of an Order Compelling the Debtors to Pay Stub Rent for the Closing Stores and to Pay Administrative Rent Pursuant to 11 U.S.C. 363(E), 365(D)(3), 503(B)(1) and 507(A) and Granting Related Relief (the Motion ) 2 filed by WP Glimcher as managing agent for the WP Glimcher Landlord, this Court having found that it has jurisdiction pursuant to 28 U.S.C. 157 and 1334, and that venue is proper under 28 U.S.C and 1409; and this Court having found that notice of the Motion and the opportunity for a hearing on the Motion was proper and appropriate under the particular circumstances; and the Court having reviewed the Motion and considered the statements in support of the Motion; and this Court having further determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein, IT IS HEREBY ORDERED THAT: 1. The Motion and is related relief is GRANTED in its entirety; and 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Motion.

18 Case MFW Doc Filed 04/07/16 Page 2 of 2 2. Pursuant to 11 U.S.C. 363 and 365, the Debtors are required to pay to the WP Glimcher Landlord immediately, but no more than five business days after entry of this order, Stub Rent due and owing to the WP Glimcher Landlord under the Leases associated with the Closing Stores; and 3. Pursuant to 11 U.S.C. 363 and 365, the Debtors are required to pay to the WP Glimcher Landlord immediately, but no more than five business days after entry of this order, April Rent due and owing to the WP Glimcher Landlord under the Leases associated with the Leased Premises; and 4. This Court retains jurisdiction with respect to all matters arising from or related to the implementation of this order. Dated: April, 2016 Wilmington, Delaware THE HONORABLE MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE 2

19 Case MFW Doc Filed 04/07/16 Page 1 of 3 CERTIFICATE OF SERVICE Leslie C. Heilman, Esquire hereby certifies that on this 7th day of April, 2016, a true and correct copy of the foregoing Motion of WP Glimcher Inc. for Entry of an Order Compelling the Debtors to Pay Stub Rent for the Closing Stores and to Pay Administrative Rent Pursuant to 11 U.S.C. 363(e), 365(d)(3), 503(b)(1) and 507(a) and Granting Related Relief was served upon the addressees listed on the attached service list in the manner indicated. Dated: April 7, 2016 Wilmington, Delaware /s/ Leslie C. Heilman Leslie C. Heilman (DE No. 4716) BALLARD SPAHR LLP

20 Case MFW Doc Filed 04/07/16 Page 2 of 3 SERVICE LIST Via Hand Delivery & Michael R. Nestor, Esq. Andrew L. Magaziner, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square, l 000 North King Street Wilmington, Delaware mnestor@ycst.com amagaziner@ycst.com Counsel for the Debtors Bradford J. Sandler, Esq. Pachulski Stang Ziehl & Jones LLP 919 N. Market Street, l 7th Floor Wilmington, DE bsandler@pszjlaw.com Counsel to the Official Committee of Unsecured Creditors Office of the United States Trustee Attn: Hannah McCollum, Esq. 844 King Street, Suite 2207 Lockbox 35 Wilmington, Delaware hannah.mccollum@usdoj.gov Robert J. Dehney, Esq. Gregory W. Werkheiser, Esq. Tamara K. Minott, Esq. Morris, Nichols, Arsht & Tunnell LLP 1201 N. Market St., 16th Floor P.O. Box 1347 Wilmington, DE rdehney@mnat.com gwerkheiser@mnat.com tminott@mnat.com Counsel for Wilmington Savings Fund Society, FSB, Prepetition Term Loan Agent Gregory A. Taylor, Esq. Ashby & Geddes 500 Delaware A venue Wilmington, Delaware gtaylor@ashby-geddes.com Counsel for Bank of America, N.A., DIP Agent Mark Collins, Esq. Andrew M. Dean, Esq. Richards, Layton & Finger, PA One Rodney Square 920 North King Street Wilmington, DE collins@rlf.com dean@rlf.com Counsel for Wells Fargo Bank, National Association, FILO Agent Via First Class U.S. Mail & Robert A. Klyman, Esq. Matthew J. Williams, Esq. Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California rklyman@gibsondunn.com mjwilliams@gibsondunn.com Counsel for the Debtors Robert J. Feinstein, Esq. Pachulski Stang Ziehl &Jones LLP 780 Third Avenue, 36t" Floor New York, NY rfeinstein@pszjlaw.com Counsel to the Official Committee of Unsecured Creditors

21 Case MFW Doc Filed 04/07/16 Page 3 of 3 Jeffery N. Pomerantz, Esq. Pachulski Stang Ziehl & Jones LLP Santa Monica Boulevard, 13 th Floor Los Angeles, CA jpomerantz@pszjlaw.com Counsel to the Official Committee of Unsecured Creditors Donald E. Rothman, Esq. Riemer & Braunstein LLP Three Center Plaza, Boston, Massachusetts DRothman@riemerlaw.com Counsel for Bank of America, N.A., DIP Agent Robert J. Stark, Esq. Bennett S. Silverberg, Esq. Brown Rudnick LLP Seven Times Square New York, NY rstark@brownrudnick.com bsilverberg@brownrudnick.com Counsel for Wilmington Savings Fund Society, FSB, Prepetition Term Loan Agent Steven B. Levine, Esq. Andreas Andromalos, Esq. Brown Rudnick, LLP One Financial Center Boston, MA slevine@brownrudnick.com Counsel for Wilmington Savings Fund Society, FSB, Prepetition Term Loan Agent Kevin J. Simard, Esq. Choate, Hall & Stewart LLP Two International Place Boston Massachusetts ksimard@choate.com Counsel for Wells Fargo Bank, National Association, FILO Agent 2