OR GUARANTOR IN RESPECT OF SUCH DISPOSITION, INCLUDING
ALL AMOUNTS AT ANY TIME PAYABLE TO ANY BORROWER OR GUARANTOR, AND ALL RIGHTS,
BENEFITS AND REMEDIES OF ANY BORROWER AND GUARANTOR PURSUANT TO ANY AGREEMENT,
DOCUMENT OR INSTRUMENT RELATED TO ANY SUCH DISPOSITION, IS AND SHALL CONTINUE AT
ALL TIMES TO BE SUBJECT TO THE VALID AND ENFORCEABLE, FIRST PRIORITY PERFECTED
SECURITY INTEREST AND LIEN OF ADMINISTRATIVE AGENT, AND BORROWERS AND GUARANTORS
SHALL TAKE SUCH OTHER AND FURTHER ACTIONS AS MAY BE REQUIRED HEREUNDER WITH
RESPECT TO ANY SUCH CONSIDERATION,
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(B)
UPON THE SATISFACTION OF EACH OF THE CONDITIONS SET FORTH IN CLAUSE (A)
ABOVE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT BY ADMINISTRATIVE AGENT OF THE
NET PROCEEDS FROM SUCH SALE OR SALE AND LEASE-BACK TRANSACTION IN IMMEDIATELY
AVAILABLE FUNDS IN THE ADMINISTRATIVE AGENT PAYMENT ACCOUNT, ADMINISTRATIVE
AGENT SHALL, AT BORROWERS' EXPENSE, (1)
RELEASE THE SECURITY INTEREST, MORTGAGE
AND LIEN OF ADMINISTRATIVE AGENT IN AND UPON SUCH REAL PROPERTY AND (2) EXECUTE
AND DELIVER TO LEAD BORROWER A RELEASE INSTRUMENT WITH RESPECT TO SUCH REAL
PROPERTY, IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT;
(VIII)
THE SUBLEASES BY BORROWERS IN EFFECT ON THE EFFECTIVE DATE OF REAL
PROPERTY SUBLEASED BY ANY SUCH BORROWER TO A CUSTOMER OF BORROWERS LISTED ON
SCHEDULE 9.7 HERETO AND LEASES OR SUBLEASES ENTERED INTO AFTER THE EFFECTIVE
DATE BY A BORROWER OR GUARANTOR OF REAL PROPERTY LEASED OR OWNED BY SUCH
BORROWER OR GUARANTOR ACQUIRED AFTER THE EFFECTIVE DATE TO A CUSTOMER OF A
BORROWER (OTHER THAN IN CONNECTION WITH THE CLOSING OR SALE OF A THEN EXISTING
RETAIL STORE LOCATION OF A BORROWER OR GUARANTOR WHICH SHALL BE SUBJECT TO
CLAUSE (V) ABOVE); PROVIDED, THAT, AS TO LEASES OR SUBLEASES ENTERED INTO AFTER
THE EFFECTIVE DATE, (A) ANY SUCH LEASE OR SUBLEASE SHALL BE ENTERED INTO IN THE
ORDINARY COURSE OF THE BUSINESS OF SUCH BORROWER OR GUARANTOR CONSISTENT WITH
THE CURRENT PRACTICES OF SUCH BORROWER OR GUARANTOR AS OF THE EFFECTIVE DATE,
(B) THE AGGREGATE AMOUNT OF THE PAYMENTS BY BORROWERS AND GUARANTORS TO PURCHASE
OR OTHERWISE ACQUIRE ALL OF SUCH REAL PROPERTY THAT IS TO BE LEASED OR SUBLEASED
TO A CUSTOMER IN ANY FISCAL YEAR AND THE AGGREGATE AMOUNT OF THE RENT AND OTHER
AMOUNTS PAYABLE BY BORROWERS AND GUARANTORS TO THE OWNER OF SUCH REAL PROPERTY
THAT IS TO BE SUBLEASED BY SUCH BORROWER OR GUARANTOR TO A CUSTOMER IN ANY
FISCAL YEAR, TOGETHER WITH THE MAXIMUM AGGREGATE AMOUNT THAT BORROWERS AND
GUARANTORS MAY BE REQUIRED TO PAY UNDER THE GUARANTEES ISSUED BY THEM PERMITTED
UNDER SECTION 9.9(I) BELOW IN SUCH FISCAL YEAR, SHALL NOT EXCEED $10,000,000 AND
AFTER GIVING EFFECT TO ANY PAYMENTS FOR THE PURCHASE OR OTHER ACQUISITION OF ANY
SUCH REAL PROPERTY, THE EXCESS AVAILABILITY SHALL BE NOT LESS THAN FIFTEEN (15%)
PERCENT OF THE MAXIMUM CREDIT, (C) TO THE EXTENT APPLICABLE, THE BORROWER OR
GUARANTOR ACQUIRING SUCH REAL PROPERTY SHALL HAVE COMPLIED WITH THE TERMS OF
SECTION 9.21 HEREOF WITH RESPECT TO SUCH REAL