IS REQUIRED TO MAKE PAYMENT
OF ANY MONIES IN ORDER TO EFFECT A CONSENT OR WAIVER, OTHER THAN PURSUANT TO THE
GUARANTY REFERRED TO IN THE IMMEDIATELY PRECEDING SENTENCE, SUCH PAYMENT SHALL
BE THE SOLE RESPONSIBILITY OF THE SHAREHOLDERS' REPRESENTATIVE. THE
SHAREHOLDERS' REPRESENTATIVE SHALL KEEP THE PURCHASER ADVISED CONCERNING ALL
COMMUNICATIONS WITH THE LESSORS OF THE REQUIRED CONSENT LEASES.
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TO THE EXTENT THAT A LESSOR OF A REQUIRED CONSENT LEASE HAS NOT
TAKEN ANY ACTION TO DECLARE A DEFAULT UNDER ITS REQUIRED CONSENT LEASE OR
TERMINATE ITS REQUIRED CONSENT LEASE BY SEPTEMBER 30, 2010 (THE "CUTOFF DATE"),
THEN PROVIDED THE NOTICE REQUIRED UNDER SECTION HAS BEEN GIVEN TO SUCH
LESSOR, THE SHAREHOLDERS SHALL HAVE NO FURTHER RESPONSIBILITY WITH RESPECT TO
SUCH LEASE.
IF, PRIOR TO THE CUTOFF DATE, A LESSOR UNDER A REQUIRED CONSENT
LEASE HAS GIVEN WRITTEN NOTICE TO THE CORPORATION OR ITS SUCCESSOR THAT THE
CORPORATION OR ITS SUCCESSOR IS IN DEFAULT AND THEREAFTER, EITHER BEFORE OR
AFTER THE CUTOFF DATE, EITHER THE LESSOR DECLARES SUCH LEASE TERMINATED OR
EVIDENCES AN INTENTION TO TAKE LEGAL ACTION TO TERMINATE SUCH LEASE (A
"TERMINATED LEASE"), THEN THE CORPORATION OR ITS SUCCESSOR SHALL BE ENTITLED TO
CLOSE THE STORE SUBJECT TO SUCH TERMINATED LEASE AT ANYTIME THEREAFTER AND THE
SHAREHOLDER INDEMNIFYING PARTIES JOINTLY AND SEVERALLY SHALL INDEMNIFY, HOLD
HARMLESS AND DEFEND THE PURCHASER, CORPORATION AND ITS SUCCESSOR WITH RESPECT TO
SUCH REQUIRED CONSENT LEASE IN THE FOLLOWING AMOUNTS:
(a)
The reasonable costs of relocating the store subject to the
Terminated Lease to a new location with a radius of six (6) miles from the
location of the Required Consent Lease in question but not in excess of $54,000;
(b)
Any amounts which the lessor of the Terminated Lease collects from
the Purchaser, the Corporation or any successor on account of the occurrence of
a "change of control" and/or assignment without the consent of the lessor;
(c)
The loss of "Operating Profits" (as hereinafter defined)
applicable to the store that is subject to the Terminated Lease which shall mean
and be calculated by the following formula: (i) the number of days (which in no
event may be greater than one hundred and eighty (180)) between (A) the date the
Corporation or its successor closes the store subject to the Terminated Lease
and (B) the date upon which a new store is opened which replaces the store
subject to the Terminated Lease multiplied by (ii) the dollar amount of the
"Operating Profits Per Day" (as hereinafter defined) of such store.
(d)
The Rent Differential times the number of square feet in the
Terminated Lease times a fraction, the numerator of which is the number of days
in the period from the date of termination of the Terminated Lease to the end of
the current lease term of the Terminated Lease, and the denominator of which is
365.
For purposes hereof, the term "Rent Differential" shall mean the excess,
if any, of (A) the effective annual rental per square feet