EACH OF ITS SUBSIDIARIES TO, AT THE EXPENSE OF
THE BORROWER, MAKE, EXECUTE, ENDORSE, ACKNOWLEDGE, FILE AND/OR DELIVER TO THE
COLLATERAL AGENT SUCH VOUCHERS, INVOICES, SCHEDULES, CONFIRMATORY ASSIGNMENTS,
CONVEYANCES, FINANCING STATEMENTS,TRANSFER ENDORSEMENTS, POWERS OF ATTORNEY,
CERTIFICATES, REAL PROPERTY SURVEYS, REPORTS, LANDLORD WAIVERS AND OTHER
ASSURANCES OR INSTRUMENTS AND TAKE SUCH FURTHER STEPS RELATING TO THE COLLATERAL
COVERED BY ANY OF THE SECURITY DOCUMENTS IN ORDER TO MAINTAIN THE
SECURITY INTERESTS (AND THE PRIORITIES) SET FORTH THEREIN IN RESPECT OF SUCH
COLLATERAL AND TAKE SUCH OTHER ACTIONS AS THE COLLATERAL AGENT MAY REASONABLY
REQUEST.
2.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN SECTION 9.02, 9.05 OR
ELSEWHERE IN THE CREDIT AGREEMENT, EACH OF THE LENDERS HEREBY CONSENTS TO THE
SALE BY THE BORROWER AND ITS SUBSIDIARIES (COLLECTIVELY, THE "RETAIL STORE
SALES" AND, TOGETHER WITH THE RETAIL CLOSINGS, THE "CONSENTED TRANSACTIONS") OF
EACH OF THE RETAIL STORES AND/OR ASSETS SET FORTH ON SCHEDULE II (COLLECTIVELY,
THE "RETAIL STORES TO BE SOLD" AND EACH, A "RETAIL STORE TO BE SOLD"); PROVIDED
THAT (I) EACH SUCH SALE OF A RETAIL STORE TO BE SOLD IS CONSUMMATED PURSUANT TO
AN ARM'S-LENGTH TRANSACTION AND THE BORROWER OR SUCH SUBSIDIARY RECEIVES AT
LEAST FAIR MARKET VALUE (AS DETERMINED IN GOOD FAITH BY THE BORROWER) THEREFOR,
(II) THE CONSIDERATION FOR EACH RETAIL STORE TO BE SOLD SHALL BE CASH OR
PROMISSORY NOTES; PROVIDED THAT (X) ANY SUCH CONSIDERATION WHICH IS IN THE FORM
OF PROMISSORY NOTES AND ANY SECURITY FOR THE OBLIGATIONS THEREFOR SHALL BE
PLEDGED TO THE COLLATERAL AGENT TO THE EXTENT REQUIRED BY THE PLEDGE AGREEMENT
AND (Y) EACH SUCH PROMISSORY NOTE SHALL BE GUARANTEED AND SECURED ON A BASIS
CONSISTENT WITH THE BORROWER'S CUSTOMARY PROCEDURES AND ITS PAST PRACTICES,
(III) THE AGGREGATE AMOUNT OF PROCEEDS RECEIVED FROM ALL RETAIL STORES TO BE
SOLD SHALL NOT EXCEED $18,500,000, AND (IV) TO THE EXTENT THE BORROWER AND ITS
SUBSIDIARIES ARE ABLE TO SELL ANY OF THE RETAIL STORES SET FORTH ON SCHEDULE I
HERETO, THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF SUCH SALE NO LESS
THAN FIVE DAYS PRIOR TO THE CONSUMMATION THEREOF, AND FROM AND AFTER THE DATE OF
SUCH NOTICE, ANY SUCH RETAIL STORE SHALL BE DEEMED A RETAIL STORE TO BE SOLD FOR
PURPOSES OF THIS CONSENT; PROVIDED THAT ANY SUCH SALE (X) COMPLIES WITH THE
REQUIREMENTS OF THIS SECTION 2 AND (Y) THE AGGREGATE AMOUNT OF PROCEEDS RECEIVED
FROM SUCH SALE SHALL FIRST, CONSTITUTE A UTILIZATION OF THE AMOUNT SET FORTH IN
CLAUSE (III) ABOVE AND SECOND, TO THE EXTENT SUCH AGGREGATE PROCEEDS EXCEEDS THE
AMOUNT SET FORTH IN CLAUSE (III) ABOVE, SHALL CONSTITUTE A UTILIZATION OF THE
AMOUNT SET FORTH IN CLAUSE (II) OF SECTION 1 ABOVE.
3.
IT IS UNDERSTOOD AND AGREED THAT (I) THE RETAIL CLOSINGS SHALL NOT BE
CONSIDERED A UTILIZATION OF ANY BASKET OR AMOUNT SET FORTH IN SECTION 9.02(XIV)
OR 9.05(XII), SO LONG AS SUCH RETAIL CLOSINGS COMPLY WITH EACH OF THE CONDITIONS
SET FORTH IN SECTION 1 ABOVE, (II) THE RETAIL STORE SALES SHALL