s of the Restaurants or any other Seller restaurants and Buyer acknowledges that future sales, profits and earnings at the Restaurants may be more or less than past sales, profits and earnings. In making its decision to enter into the Franchise Agreements pursuant to this transaction, Buyer has not relied on any information provided by Seller or any other third party other than what is contained in the FDD.

COVENANTS OF SELLER AND BUYER

Seller and Buyer each covenants with the other as follows:

| Reacquired franchise rights | $ 933 $ 933 | | |---|---|---| | Accumulated amortization | (692) | (627) | | Amortized intangible assets, net | 241 | 306 | | Non-amortized intangible assets: | | | | Trademark rights | 254 | 232 | | Intangibles, net | $ 495 | $ 538 | 1.b Conduct of Business Prior to Closing. From the date of this Agreement through and including the Closing Date, Seller shall use commercially reasonable efforts to operate the Restaurants and maintain the Purchased Assets in the usual and ordinary course and substantially in the same manner as heretofore conducted such that at Closing there will exist an appropriate level and mix of Inventory to allow the Restaurants to be open and run normally, unless otherwise consented to or approved by Buyer in writing. In addition, Seller shall maintain the Fixed Assets through the Closing Date in substantially the same condition as they were at the time of the Inspections (as hereinafter defined), normal wear and tear excepted.

1.c Due Diligence Review.

• (i) From the Effective Date through and including the Closings or the date of termination of this Agreement, if earlier, Seller will afford to the officers, attorneys, accountants and other representatives of Buyer, subject to the confidentiality provisions set forth in Section 5.4 below, reasonable access during normal business hours to the following books and records of Seller relating to the Restaurants and the Purchased Assets (collectively, "Seller's Documents"): information and records with respect to any contracts, leases, permits, non-privileged litigation files, environmental reports, title reports, surveys, and financial statements, including balance sheets, cash flow statements and income statements as of the last fiscal year end and as of a recent month or period end for the current fiscal year, in each case to the extent contained in Seller's files and related to the Restaurants and the Purchased Assets and reasonably necessary for Buyer to conduct its due diligence;

Source: Item 23 — RECEIPT (FDD pages 99–350)