OF CERTAIN ITEMS TO THE BOOKS AND
RECORDS OF SELLER, CERTAIN OF THE SCHEDULES PROVIDED HEREWITH BY SELLER REFLECT
INFORMATION EXISTING AS OF MARCH 31, 2006 OR A LATER DATE, BUT ARE INCOMPLETE AS
OF THE EFFECTIVE DATE.
THEREFORE, WITHIN THIRTY (30) DAYS FOLLOWING THE
EFFECTIVE DATE, SELLER SHALL DELIVER TO BUYER A SCHEDULE (THE "SUPPLEMENTAL
SCHEDULE") UPDATING THE LISTINGS, DOCUMENTS AND MATERIALS PROVIDED FOR IN EACH
OF (A) SCHEDULE 1.1(E) PERTAINING TO RECEIVABLES, (B) SCHEDULE 1.1(F) PERTAINING
TO ASSIGNED CONTRACTS, AND (C) SCHEDULE 2.2(A)(1) PERTAINING TO ASSUMED BALANCE
SHEET LIABILITIES.
(3)
DELIVERIES REGARDING RECEIVABLES.
FROM
TIME TO TIME AT THE REQUEST OF BUYER, SELLER WILL PROVIDE BUYER WITH SUCH
ASSISTANCE AS BUYER SHALL REASONABLY REQUEST IN ORDER TO ENABLE BUYER TO ENJOY
THE BENEFITS INTENDED TO BE CONVEYED WITH REGARD TO THE RECEIVABLES (BUT NO SUCH
REQUEST SHALL REQUIRE THE EXPENDITURE OF FUNDS BY, OR REQUIRE ANYTHING OTHER
THAN TELEPHONE CONSULTATIONS OR EXECUTION OF LETTERS OR OTHER WRITTEN
COMMUNICATIONS TO CUSTOMERS OF SELLER OR ISSUERS OF CREDIT CARDS HONORED BY
SELLER IN RESPECT TO THE RECEIVABLES).
3.3
ACTS OF BUYER AND OWNERS.
AT THE CLOSING
(OR, AS TO PAYMENTS PROVIDED FOR IN CLAUSE (A) BELOW, ON THE EFFECTIVE DATE),
BUYER AND OWNERS, OR WHICHEVER THEREOF IS REQUIRED BY THE CIRCUMSTANCES, WILL
EXECUTE AND DELIVER OR CAUSE TO BE EXECUTED AND DELIVERED TO SELLER AND PARENT,
OR WHICHEVER THEREOF SHALL BE REQUIRED BY THE CIRCUMSTANCES, SUCH CERTIFICATES,
INSTRUMENTS AND DOCUMENTS AS ARE REQUIRED BY THIS AGREEMENT OR AS ARE REQUIRED
TO GIVE FULL EFFECT TO THE TRANSACTIONS PROVIDED FOR HEREIN.
SUCH SHALL
INCLUDE, BUT NOT BE LIMITED TO, THE FOLLOWING:
(A)
CASH PAYMENT.
BUYER SHALL (I) PAY TO SELLER
THE CASH PAYMENT AS PROVIDED FOR IN SECTION 2.1(A) AND (II) PAY TO FRANCHISOR
THE SUM OF SEVENTY-FIVE THOUSAND ($75,000.00) DOLLARS IN FULL SATISFACTION OF
BUYER'S OBLIGATION TO PAY AN INITIAL FRANCHISE FEE (THE "INITIAL FRANCHISE FEE")
IN CONNECTION WITH THE MATTERS PROVIDED FOR IN SECTION 3.5(B) BELOW.
(B)
ASSUMPTION.
BUYER WILL EXECUTE AND DELIVER,
OR HAS EXECUTED AND DELIVERED, TO SELLER (I) THE ASSIGNMENT AND ASSUMPTION
AGREEMENT PURSUANT TO WHICH, AMONG
9
OTHER THINGS, THE BUYER ASSUMES THE ASSUMED LIABILITIES AND ALL OBLIGATIONS
ACCRUING ON OR AFTER THE EFFECTIVE DATE UNDER ANY OF THE ASSIGNED CONTRACTS, AND
(II) THE ASSIGNMENT OF LEASE PURSUANT TO WHICH, AMONG OTHER THINGS, THE BUYER
ASSUMES THE OBLIGATIONS OF SELLER UNDER THE NEWMARKET CENTER LEASE AND THE
PERIMETER CENTER LEASE TO THE EXTENT SUCH OBLIGATIONS ACCRUE FROM AND AFTER THE
EFFECTIVE DATE.
(C)
SECRETARY'S CERTIFICATE; RESOLUTIONS.
THE
SECRETARY OR OTHER OFFICER OF BUYER HAS DELIVERED OR SHALL DELIVER TO SELLER A
CERTIFICATE, DATED AS OF THE EFFECTIVE DATE, AND TO THE EFFECT THAT ALL ACTION
REQUIRED TO AUTHORIZE AND DIRECT THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT
AND ANY OTHER AGREEMENT OR INSTRUMENT OF CONVEYANCE PROVIDED FOR HEREIN HAS BEEN
TAKEN; AND THAT ALL SUCH ACTION SO TAKEN REMAINS IN EFFECT WITHOUT MODIFICATION
OR REVOCATION.
THERE SHALL BE ATTACHED TO SUCH CERTIFICATE A TRUE