RIGHT, TITLE AND INTEREST OF SELLER ARISING UNDER, PROVIDED
FOR IN, OR GOVERNED BY THE NEWMARKET CENTER LEASE (INCLUDED HEREWITH AT EXHIBIT
B-1) AND THE PERIMETER CENTER LEASE (INCLUDED HEREWITH AT EXHIBIT B-2); AND,
THEREWITH, SELLER SHALL DELIVER A WRITING SIGNED BY THE LANDLORDS NAMED IN THE
FACILITIES LEASES OR OTHER PERSON WHOSE APPROVAL OR CONSENT IS REQUIRED IN
CONNECTION THEREWITH SETTING FORTH, IN FORM AND CONTENT REASONABLY ACCEPTABLE TO
THE BUYER, SUCH PERSON'S CONSENT TO SAID ASSIGNMENT AND CERTIFYING TO THE BUYER
THE DATE TO WHICH RENTS HAVE BEEN PAID UNDER THE FACILITIES LEASES, THE AMOUNT
OF ANY SECURITY OR OTHER DEPOSIT HELD BY SUCH PERSON IN RESPECT THERETO, AND THE
NON-EXISTENCE OF ANY FACT, OCCURRENCE OR CIRCUMSTANCE KNOWN BY SUCH PERSON WHICH
WOULD, WITH OR WITHOUT THE GIVING OF NOTICE AND/OR LAPSE OF TIME, CONSTITUTE A
DEFAULT BY THE SELLER UNDER THE FACILITIES LEASES;
(3)
A BILL OF SALE ("BILL OF SALE") IN FORM AND
CONTENT SUBSTANTIALLY AS SHOWN ON EXHIBIT C ATTACHED HERETO AND CONVEYING TO
BUYER ALL OF THE PURCHASED ASSETS (OTHER THAN AS PROVIDED FOR IN THE ASSIGNMENT
AND ASSUMPTION AGREEMENT, THE ASSIGNMENT OF LEASE, THE SUBLEASE OR IN ANY
DOCUMENT OF TITLE PROVIDED FOR IN SECTION 3.2(A)(4) BELOW;
(4)
AN ENDORSEMENT AND DELIVERY OF CERTIFICATES
OF TITLE REQUIRED TO EFFECTUATE THE TRANSFER TO BUYER OF ANY VEHICLES OR OTHER
EQUIPMENT, AND ANY INSTRUMENTS THE ENDORSEMENT AND DELIVERY OF WHICH IS REQUIRED
TO EFFECTUATE TRANSFER TO BUYER; AND
(5)
THE WRITTEN CONSENT TO ASSIGNMENT (IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO BUYER) OF THIRD PERSONS WHOSE APPROVAL
OF ANY CONVEYANCE
7
CONTEMPLATED HEREIN IS REQUIRED IN ORDER TO COMPLY WITH THE REQUIREMENTS OF ANY
AGREEMENT OR LEGAL REQUIREMENT BINDING ON THE SELLER, PARENT OR THEIR
AFFILIATES.
(B)
DELIVERY OF POSSESSION.
SELLER HAS DELIVERED
OR WILL DELIVER TO BUYER, OR CAUSE TO BE DELIVERED TO BUYER, PHYSICAL POSSESSION
OF ALL RECORDS, THE ORIGINALS OF ALL ASSIGNED CONTRACTS, AND OTHER TANGIBLE
PROPERTIES COMPRISING ANY PART OF THE PURCHASED ASSETS, AND ALL KEYS,
COMBINATIONS AND OTHER MECHANISMS FOR CONTROLLING ACCESS TO THE LEASED PREMISES
AND TO ANY LOCK BOX OR OTHER REPOSITORY TO WHICH RECEIVABLES OR OTHER
CORRESPONDENCE OF SELLER IS ROUTINELY RECEIVED.
(C)
RECEIVABLES.
SELLER MAINTAINS WITH WACHOVIA
BANK (THE "CUSTODIAL BANK") ADMINISTRATIVE ARRANGEMENTS REGARDING THE COLLECTION
OF RECEIVABLES.
SUCH ARRANGEMENT PROVIDES FOR A LOCK BOX ARRANGEMENT WITH ALL
ITEMS OF PAYMENT DELIVERED THERETO.
AT THE CLOSING, SELLER WILL DELIVER, OR
CAUSE TO BE DELIVERED, TO THE CUSTODIAL BANK A WRITING WHICH CANCELS THE
ACCOUNT/LOCK BOX ARRANGEMENT AND IRREVOCABLY INSTRUCTS THE CUSTODIAL BANK TO
REMIT DIRECTLY TO BUYER ALL CORRESPONDENCE, ITEMS OF PAYMENT AND OTHER MATERIALS
RECEIVED BY IT PURSUANT TO ANY ARRANGEMENTS MAINTAINED WITH THE SELLER.
TO THE
EXTENT THAT SELLER SHALL, FROM AND AFTER THE EFFECTIVE DATE, RECEIVE ANY ITEMS
OF PAYMENT OR BE CREDITED WITH ANY ITEMS OF PAYMENT IN RESPECT TO ANY
RECEIVABLES, SELLER WILL PROMPTLY ACCOUNT TO BUYER AND PAY TO BUYER SUCH
AMOUNTS.
(D)
CLOSING CERTIFICATES.
(1)
SELLER AND PARENT