TO LEASES), MERCHANT SHALL NOT ENTER INTO, EXTEND, REJECT OR
OTHERWISE TERMINATE ANY MATERIAL AGREEMENT WITH RESPECT TO A LEASE, OR GRANT ANY
PARTY A LIEN OR SECURITY INTEREST IN ANY OR ALL OF THE LEASES, IN EACH CASE
WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD.
WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT, ABSENT
DELIVERY OF A DROPOUT NOTICE, MERCHANT WILL NOT CANCEL ANY INSURANCE POLICY
RELATING TO ANY PROPERTY AND SHALL USE ITS REASONABLE COMMERCIAL EFFORTS TO
EXTEND OR RENEW COMPARABLE COVERAGE IF ANY SUCH POLICY SHOULD EXPIRE PRIOR TO
THE APPLICABLE PROPERTY CLOSING DATE WITH RESPECT TO SUCH PROPERTY, PROVIDED,
HOWEVER, THAT AFTER THE END OF THE MARKETING PERIOD, MERCHANT MAY PERMIT ANY
SUCH INSURANCE TO EXPIRE UNLESS THE APPLICABLE COSTS OF RENEWAL ARE PAID TO
MERCHANT BY AGENT.
(J)
AT AGENT'S REQUEST, WITH RESPECT TO IDENTIFIED MORTGAGEES AND/OR FEE
OWNERS, MERCHANT SHALL USE COMMERCIALLY REASONABLE EFFORTS (AND AT AGENT'S SOLE
COST) TO OBTAIN EXECUTED NON-DISTURBANCE AGREEMENTS, IN A FORM REASONABLY
ACCEPTABLE TO AGENT, FROM ANY SUCH FEE OWNER OR MORTGAGE HOLDER WHO HOLDS A FEE
INTEREST OR A MORTGAGE WHICH ENCUMBERS THE FEE INTEREST, AS THE CASE MAY BE,
RELATING TO A LEASE TO BE ASSIGNED OR ITS DESIGNEES HEREUNDER.
THE FAILURE TO
OBTAIN ANY NON-DISTURBANCE AGREEMENT REQUESTED BY AGENT SHALL NOT RESULT IN A
REDUCTION OF THE GUARANTEED AMOUNT OR CONSTITUTE A BREACH OF THIS AGREEMENT.
(K)
MERCHANT AND AGENT WILL EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS OF
CONVEYANCE AND TRANSFER AND TAKE SUCH ADDITIONAL ACTION AS AGENT MAY REASONABLY
REQUEST TO EFFECT, CONSUMMATE, CONFIRM OR EVIDENCE THE ASSIGNMENT OF LEASES TO
AGENT'S DESIGNEES.
THIS SECTION 5.2(K) SHALL SURVIVE FOR SIX (6) MONTHS
FOLLOWING EACH RESPECTIVE PROPERTY CLOSING CONTEMPLATED BY THIS AGREEMENT.
5.3
ASSETS.
IN ADDITION TO THE FOREGOING, DURING THE TERM OF
THIS AGREEMENT, AGENT, IN ITS SOLE DISCRETION, MAY, WITHOUT FURTHER BANKRUPTCY
COURT APPROVAL, UNDERTAKE THOSE ACTIONS IT DEEMS APPROPRIATE IN ORDER TO
FACILITATE THE SALE AND MAXIMIZE THE VALUE OF THE ASSETS, INCLUDING, WITHOUT
LIMITATION, CONDUCTING AND CONSUMMATING AUCTION SALES OR PRIVATE SALES THAT MAY
OR MAY NOT BE SUBJECT TO HIGHER AND BETTER OFFERS.
DURING THE TERM OF THIS
AGREEMENT, MERCHANT SHALL COOPERATE WITH AGENT IN ITS EFFORTS TO SELL THE
ASSETS, INCLUDING SEEKING BANKRUPTCY COURT APPROVAL OF THOSE PROCEDURES AGENT
DEEMS APPROPRIATE TO IMPLEMENT ANY SALE OF ANY OF THE ASSETS THAT THE AGENT, IN
ITS SOLE DISCRETION, DETERMINES TO PURSUE.
5.4
TRANSFERS TO TWEC.
ON THE CLOSING DATE, OR FROM TIME TO
TIME HEREAFTER, WITHOUT FURTHER ORDER OF THE BANKRUPTCY COURT, MERCHANT SHALL
TRANSFER ALL RIGHT, TITLE AND INTEREST OF MERCHANT TO TWEC OR ANY OF TWEC'S
DESIGNEES THE FOLLOWING ASSETS:
(A)
THE INVENTORY, SIGNAGE, SUPPLIES, PARTS, MACHINERY, EQUIPMENT, VEHICLES,
AND GOODS LOCATED AT ANY OF THE STORES IDENTIFIED ON EXHIBIT 5.4 ATTACHED HERETO
(THE "TWEC STORES"), CENTRAL OFFICE, OR THE WAREHOUSE, AS WELL AS IN TRANSIT
THERETO OR THEREFROM;
AND
(B)
ALL FURNITURE, STORE FIXTURES AND IMPROVEMENTS LOCATED AT OR RELATED TO