Common use of Compensation to Agent Clause in Contracts

Compensation to Agent. Subject to entry of the Sale Order: (a) Subject to the terms of this Agreement, Purchaser and JV Agent shall collectively receive, as compensation for their services rendered to Merchant, the Agent’s Fee. (b) After payment in full of (i) the Guaranteed Amount, (ii) all Expenses, (iii) all other amounts payable to Merchant from Proceeds hereunder and (iv) delivery of the Guaranty L/C to the DIP Agent (which amounts in clauses (i)-(iv) shall, in each case, be subject to the Liens held by the DIP Agent and the Second Lien Collateral Agent for the benefit of the applicable Merchant Secured Creditors), and provided that no Event of Default has occurred and continues to exist on the part of either Agent, upon the applicable Agent’s request, and in such Agent’s sole and absolute discretion, such Agent shall be entitled to have all right, title and interest in and to the applicable Merchandise and the applicable Owned FF&E transferred to such Agent or its designee (to the extent not already sold to Purchaser or its designee pursuant to the terms of the APA) free and clear of all Liens at the Sale Termination Date (the “Transferred Assets”) for no additional consideration paid to Merchant, and such Agent shall be entitled to sell, or otherwise dispose of the Transferred Assets, provided that the proceeds from the sale or other disposition of such Transferred Assets shall constitute “Proceeds” hereunder. Within ten (10) days following the Sale Termination Date, Agent shall, at Agent’s expense, which shall constitute an Expense under this Agreement, remove all unsold Merchandise from the Stores; provided that, to the extent that the lease with respect to any Store is assumed and assigned in accordance with the terms of the APA, the applicable assignee may waive this requirement without the consent of any other party (including Merchant). With respect to the Transferred Assets, upon Agent’s reasonable request, Merchant shall take all commercially reasonable actions, including executing any and all documents of transfer necessary or appropriate to vest title to the Transferred Assets in Agent or its designee and the Agent shall pay Sales Taxes, if applicable, in respect of the Transferred Assets.

Compensation to Agent. Subject to entry of the Sale Order: (a) Subject After Proceeds are used to repay Agent for amounts paid on account of the terms Guaranteed Amount and to pay Expenses, all remaining Proceeds shall be allocated to Purchaser and JV Agent (as separately agreed by Purchaser and JV Agent) (“Agent’s Fee”). In addition, subject to payment of the E-Commerce Inventory Fee (as defined below) in accordance with Section 3.2(b), all proceeds of the disposition of E-Commerce Inventory (or, in the event of a loss to E-Commerce Inventory on or after the date of this Agreement, Purchaser and the proceeds of any insurance attributable to E-Commerce Inventory) shall be allocated to JV Agent shall collectively receive, as compensation for their services rendered to Merchant, the Agent’s Fee. (b) After payment in full In addition to the Guaranteed Amount, JV Agent shall pay to Merchant (i) an amount equal to five percent (5%) of the gross proceeds (net of Sales Taxes) of the sale of Additional Agent Merchandise by JV Agent (the “Additional Agent Merchandise Fee”) and (ii) an amount equal to twenty-five percent (25%) of the Retail Price of all E-Commerce Inventory (the “E-Commerce Inventory Fee”). All proceeds of the sale of (i) Additional Agent Merchandise by JV Agent in excess of the Guaranteed Amount, Additional Agent Merchandise Fee shall be retained by JV Agent and (ii) all Expenses, Additional Agent Merchandise by Purchaser shall be retained by Purchaser (iii) all other amounts payable to Merchant from Proceeds hereunder and (iv) delivery of the Guaranty L/C to the DIP Agent (which amounts in clauses (i)-(iv) shall, in each case, be subject to the Liens held by “Additional Agent Merchandise Proceeds”). (c) To the DIP Agent and extent that there is Merchandise remaining at the Second Lien Collateral Agent for Sale Termination Date (the benefit of the applicable Merchant Secured Creditors“Remaining Merchandise”), and provided that no Event subject to Agent’s performance of Default has occurred and continues its material obligations under this Agreement, such Remaining Merchandise shall, solely to exist on the part of either Agent, upon extent requested by the applicable Agent’s request, and Agent in such Agent’s its sole and absolute discretion, such Agent shall be entitled to have all right, title and interest in and to the applicable Merchandise and the applicable Owned FF&E deemed transferred to such Agent or its designee (to the extent not already sold to Purchaser or its designee pursuant to the terms of the APA) free and clear of all Liens at liens, claims, interests and encumbrances of any kind or nature (including, without limitation, any liens in favor of the Sale Termination Date (the “Transferred Assets”) for no additional consideration paid to Merchant, Administrative Agent or any Lender). Such Agent and such Agent its affiliates shall be entitled authorized to sell, sell or otherwise dispose of the Transferred AssetsRemaining Merchandise with all logos, provided that brand names, and other intellectual property on the proceeds from Merchandise intact, and shall be authorized, subject to any agreement between JV Agent and Purchaser, to advertise the sale or other of the Remaining Merchandise using Merchant’s name and logo. The gross proceeds received by such Agent from any such disposition (net of such Transferred Assets applicable Sales Taxes) shall constitute “Proceeds” Proceeds hereunder. Within ten (10) days following the Sale Termination Date, Agent shall, at Agent’s expense, which shall constitute an Expense under this Agreement, remove all unsold Merchandise from the Stores; provided that, to the extent that the lease with respect to any Store is assumed and assigned in accordance with the terms of the APA, the applicable assignee may waive this requirement without the consent of any other party (including Merchant). With respect to the Transferred Assets, upon Agent’s reasonable request, Merchant shall take all commercially reasonable actions, including executing any and all documents of transfer necessary or appropriate to vest title to the Transferred Assets in Agent or its designee and the Agent shall pay Sales Taxes, if applicable, in respect of the Transferred Assets.

Compensation to Agent. Subject The Owner shall pay to entry the Agent a commission (the Agent's Commission) for the services to be rendered hereunder, of an amount equal to 50% of all Net Rentals generated by the Sale Order:Unit during the Term hereof. Such commission shall be payable monthly not later than on the tenth day of each month. For purposes hereof, Net Rentals shall mean the aggregate of all Gross Rental Income generated by the Unit each month during the Term hereof, less the following deductions (the "Operational Charges"): (a) Subject A marketing and administrative charge payable to the terms Agent equal to 15% of this Agreement, Purchaser and JV Agent shall collectively receive, as compensation for their services rendered to Merchant, the Agent’s Fee.Gross Rental Income generated by the Unit during each month, (b) After payment Travel agency and/or tour operator commission charge equal to the actual expense of travel agent's or tour operator's commissions incurred each month in full the rental of the Unit, but not to exceed an amount equal to 5% of the aggregate Gross Rental Income generated by the Unit during the same period, (c) Electricity expense incurred by the Unit each month, (d) Water and sewer expense incurred by the Unit each month, (e) Cable T.V. charges incurred by the Unit each month, (f) Regular monthly regime maintenance fee ("Regime Maintenance Fee") assessed on the Unit, excluding any special assessments for paint, extraordinary repairs, replacement of capital common assets and insurance, (g) Repair and maintenance expense of household appliances and furniture of the Unit in an amount not to exceed $400, as actually incurred each month, but excluding the replacement of any furniture, lamps, rugs, curtains or major electrical, plumbing or other appliances. The annual fees of the Preventive Maintenance Plan Agreement shall be deemed an Operational Charge. (h) Expenses incurred each month in the replacement of glass, silver, china and other minor household items of the Unit, (i) A guest amenity charge of five dollars per day, per guest occupying the Guaranteed AmountUnit during each month, to contribute towards the cost of complimentary food, beverage and other gratuitous services offered by the Agent to guests staying at the Unit, and (iij) all Expenseshousekeeping charges ("Housekeeping Charges"), as indicated on Exhibit A. (iiik) all other amounts payable to Merchant from Proceeds hereunder and (iv) delivery Annual premium of the Guaranty L/C home-owners policy referenced in Section 29(e) of this Agreement shall be deemed an Operation Charge up to the DIP Agent (which amounts in clauses (i)-(iv) shall, in each case, be subject to the Liens held by the DIP Agent and the Second Lien Collateral Agent for the benefit sum of the applicable Merchant Secured Creditors), and provided that no Event of Default has occurred and continues to exist on the part of either Agent, upon the applicable Agent’s request, and in such Agent’s sole and absolute discretion, such Agent shall be entitled to have all right, title and interest in and to the applicable Merchandise and the applicable Owned FF&E transferred to such Agent or its designee (to the extent not already sold to Purchaser or its designee pursuant to the terms of the APA) free and clear of all Liens at the Sale Termination Date (the “Transferred Assets”) for no additional consideration paid to Merchant, and such Agent shall be entitled to sell, or otherwise dispose of the Transferred Assets, provided that the proceeds from the sale or other disposition of such Transferred Assets shall constitute “Proceeds” hereunder. Within ten (10) days following the Sale Termination Date, Agent shall, at Agent’s expense, which shall constitute an Expense under this Agreement, remove all unsold Merchandise from the Stores; provided that, to the extent that the lease with respect to any Store is assumed and assigned in accordance with the terms of the APA, the applicable assignee may waive this requirement without the consent of any other party (including Merchant). With respect to the Transferred Assets, upon Agent’s reasonable request, Merchant shall take all commercially reasonable actions, including executing any and all documents of transfer necessary or appropriate to vest title to the Transferred Assets in Agent or its designee and the Agent shall pay Sales Taxes, if applicable, in respect of the Transferred Assets$520.00.