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 WILL DELIVER
OR CAUSE TO BE DELIVERED TO BUYER, OR HAS DELIVERED OR CAUSED 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'S IS ROUTINELY RECEIVED.
(C)
RECEIVABLES.
SELLER MAINTAINS WITH SUNTRUST
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 WILL CAUSE OR HAVE CAUSED
THE FRANCHISOR TO EXECUTE AND DELIVER TO BUYER A CERTIFICATE DATED AS OF THE
EFFECTIVE DATE AND TO THE EFFECT THAT THE EXECUTION OF THE FRANCHISE AGREEMENT
WITH FRANCHISOR SHALL COMPLY WITH FEDERAL AND SSTATE LAW REGARDING THE SALE OF
FRANCHISES IN THE STATE OF TENNESSEE.
(2)
PARENT'S PRESIDENT AND CHIEF FINANCIAL
OFFICER SHALL EXECUTE AND DELIVER TO BUYER A CERTIFICATE DATED AS OF THE
EFFECTIVE DATE AND TO THE EFFECT THAT: (A) THE
7
INDEBTEDNESS OF PARENT AND ITS AFFILIATES (INCLUDING THE SELLER) SECURED BY UCC
FINANCING STATEMENTS FILED IN FAVOR OF BANK OF AMERICA, N.A., AS AGENT, HAS BEEN
ASSIGNED TO AND IS HELD BY WELLS FARGO BANK, N.A., AS AGENT; (B) THE TOTAL
INDEBTEDNESS OWING TO WELLS FARGO BANK, N.A. IS IN AN AMOUNT NOT EXCEEDING THE
SUM SET FORTH IN SAID CERTIFICATE; (C) NEITHER THE PARENT NOR ANY OF ITS
AFFILIATES SHALL MAKE ANY FURTHER OR ADDITIONAL BORROWINGS IN RESPECT THERETO;
AND (D) ARRANGEMENTS FOR THE RELEASE OF THE LIENS UPON THE ASSETS OF SELLER HAVE
BEEN AGREED TO WITH THE NAMED LENDER WHICH PERMIT PROCUREMENT OF SUCH RELEASES
WITHOUT REQUIRING ANY FURTHER ACT OR PAYMENT BY THE PARENT, SELLER OR ANY OTHER
AFFILIATES THEREOF.
(E)
SECRETARY'S CERTIFICATE; RESOLUTIONS.
THE
SECRETARY OR OTHER EXECUTIVE OFFICER OF SELLER AND PARENT SHALL HAVE DELIVERED
OR HAS DELIVERED TO BUYER A CERTIFICATE, DATED AS OF THE EFFECTIVE DATE, AND TO
THE EFFECT (I) THAT ALL ACTION REQUIRED TO AUTHORIZE AND DIRECT THE SELLER'S AND
PARENT'S EXECUTION AND PERFORMANCE OF THIS AGREEMENT AND ANY OTHER AGREEMENT OR