WITH THE LAST SENTENCE OF THIS SECTION 10.1
(THE "SALE TERMINATION DATE"; THE PERIOD FROM THE SALE COMMENCEMENT DATE TO THE
SALE TERMINATION DATE AS TO EACH STORE BEING THE "SALE TERM").
THE AGENT MAY,
IN ITS DISCRETION, TERMINATE THE STORE CLOSING SALE AT ANY STORE AT ANY TIME
WITHIN THE SALE TERM (I) UPON THE OCCURRENCE OF AN EVENT OF DEFAULT BY MERCHANT,
OR (II) UPON NOT LESS THAN FIVE (15) DAYS' PRIOR WRITTEN NOTICE TO MERCHANT.
10.2
VACATING THE STORES.
AT THE CONCLUSION OF EACH STORE CLOSING
SALE AND/OR AT THE END OF THE MARKETING PERIOD FOR ANY LEASE, AGENT AGREES TO
RELINQUISH POSSESSION, INCLUDING
18
RETURNING ANY KEYS TO MERCHANT, OF THE APPLICABLE STORE OR WAREHOUSE, AND LEAVE
SUCH STORES IN "BROOM CLEAN" CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, EXCEPT
FOR REMAINING SUPPLIES AND UNSOLD ITEMS OF FF&E, WHICH REMAINING SUPPLIES AND
UNSOLD ITEMS OF FF&E MAY BE ABANDONED BY AGENT AT THE CONCLUSION OF EACH STORE
CLOSING SALE.
10.3
MARKETING PERIOD.
(A)
FOR EACH LEASE, THE PERIOD COMMENCING ON THE CLOSING DATE AND ENDING ON THE
LEASED PROPERTY TERMINATION DATE SHALL BE KNOWN AS THE "MARKETING PERIOD" FOR
SUCH LEASE.
(B)
WITH RESPECT TO EACH LEASE, THE "LEASED PROPERTY TERMINATION DATE" SHALL BE
(A) IF A LEASE ASSUMPTION NOTICE IS DELIVERED WITH RESPECT TO A LEASE, THE LATER
TO OCCUR OF (X) THE CLOSING DATE OF THE ASSIGNMENT OF THE LEASE OR (Y) THE DATE
THAT THE COURT DENIES THE APPLICABLE APPROVAL MOTION (IF THE DATE OF ENTRY OF
SUCH ORDER DENYING SUCH APPROVAL ORDER IS MORE THAN SIX MONTHS FOLLOWING THE
CLOSING DATE), OR (B) FOR LEASES THAT ARE NOT THE SUBJECT OF A LEASE ASSUMPTION
NOTICE, THE LATER TO OCCUR OF (X) THE LAST DAY OF THE MONTH IN WHICH AGENT
PROVIDES A DROPOUT NOTICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND
(Y) THE DATE THAT IS SIX MONTHS FOLLOWING THE CLOSING DATE.
NOTWITHSTANDING
ANYTHING SET FORTH HEREIN TO THE CONTRARY, MERCHANT MAY NOT DELIVER A REVOCATION
NOTICE PURSUANT TO SECTION 8.1(C) WITH RESPECT TO ANY LEASE DURING A STORE
CLOSING SALE AT THE STORE COVERED BY SUCH LEASE.
10.4
Gross Rings.
From the Inventory Taking until the
Closing Date, at such Store, Agent and Merchant shall jointly keep (i) a strict
count of gross register receipts less applicable Sales Taxes ("Gross Rings"),
and (ii) cash reports of sales within such Store.
Gross Rings shall be
converted to Cost Value in accordance with Section 9.3 hereof.
All such records
and reports shall be made available to Agent and Merchant during regular
business hours upon reasonable notice.
SECTION 11.
SALE PROCEEDS.
11.1
SALE PROCEEDS.
FOR PURPOSES OF THIS AGREEMENT, "SALE PROCEEDS"
SHALL MEAN THE AGGREGATE OF (A) THE TOTAL AMOUNT (IN DOLLARS) OF ALL SALES,
COLLECTIONS, LIQUIDATIONS, DESIGNATIONS, LICENSING, TRANSFERS, ASSIGNMENTS,
DISPOSITIONS AND OTHER MONETIZATION OF OR ON ACCOUNT OF ASSETS SUBSEQUENT TO THE
CLOSING DATE, EXCLUSIVE OF SALES TAXES, INCLUDING, WITHOUT LIMITATION, ALL
PROCEEDS FROM THE STORE CLOSING SALES; (B) ALL