Common use of Assets to be Transferred Clause in Contracts

Assets to be Transferred. (a) At the Closing, subject to the terms and conditions of this Agreement, including Section 3.05 hereof, LBHI will assign, transfer, convey, and deliver to LAMCO Holdings, and contribute to the capital of LAMCO Holdings in respect of the LAMCO Holdings Equity Interests, 99% of LBHI’s right, title and interest in and to the Asset Management Assets and LBHI will assign, transfer, convey, and deliver to LBHI SPV, and contribute to the capital of LBHI SPV in respect of the LBHI SPV Equity Interests, the remaining 1% of LBHI’s right, title and interest in and to the Assets as set forth in clauses (i) through (ix) below (collectively, the “Domestic Asset Management Assets”) and clauses (x) and (xi) below (collectively, the “International Asset Management Assets”, and together with the Domestic Asset Management Assets, the “Asset Management Assets”): (i) All of the Assets reflected on the pro forma balance sheet of LAMCO (the “LAMCO Balance Sheet”) as detailed on the work papers (the “LAMCO Work Papers”) underlying the development of the LAMCO Balance Sheet, in each case, attached to Schedule D-1 hereto; (ii) The tangible Assets set forth on Schedule D-2 hereto; (iii) All rights and interests in the contracts or agreements of LBHI set forth on Schedule D-3 hereto (the “Transferred Contracts”), including shared contracts to be amended as contemplated by this Agreement; (iv) All Domestic Transferred Employees and employment agreements between LBHI and the Domestic Business Employees that are assigned to or assumed by LAMCO pursuant to Section 5.01 (the “Domestic Transferred Employment Agreements”); (v) Cash in the amounts set forth on Schedule D-4 hereto, which, on the Closing Date, shall be deposited, as directed by LAMCO Holdings, into the bank accounts created pursuant to Section 3.07; (vi) The trade names and service marks and registrations and applications therefor, trademarks, domain names and applications and registrations, and all common-law rights and the goodwill of the business appurtenant thereto, copyrights, copyright applications and registrations set forth on Schedule D-5 hereto; (vii) A sublicense of LBHI's rights under Section 8.9(b) of the Asset Purchase Agreement, dated as of September 16, 2008, among LBHI, Xxxxxx Brothers Inc., LB745 LLC and Barclays Capital Inc. for sole use in support of unwinding the business of LBHI and that of its current and former Subsidiaries; (viii) All Licenses (including applications therefor) utilized primarily in the conduct of the Domestic Asset Management Business listed on Schedule D-6 hereto (the “Transferred Licenses”); (ix) All documents, books and records that are primarily used in or intended to be primarily used in, or are primarily related to the Domestic Asset Management Business, including personnel files for Domestic Transferred Employees, but excluding (i) personnel files for employees of LBHI who are not Domestic Transferred Employees, (ii) such files as may be required under applicable law regarding privacy, (iii) documents which LBHI is not permitted to transfer pursuant to any contractual confidentiality obligation owed to any third party, (iv) historical books and records relating to the assets and investments managed by the Domestic Asset Management Business prior to the Closing and

Assets to be Transferred. (a) At Except as otherwise provided in Section 2.03, on the Closing, terms and subject to the terms and conditions of this Agreement, including Section 3.05 hereofat the Closing and effective as of the Effective Time, LBHI will assign, transferSeller shall sell, convey, assign and deliver transfer to LAMCO Holdings, and contribute to the capital Purchaser all of LAMCO Holdings in respect of the LAMCO Holdings Equity Interests, 99% of LBHISeller’s right, title and interest in and to the Asset Management Assets following properties and LBHI will assign, transfer, convey, and deliver to LBHI SPV, and contribute to assets that are used exclusively in connection with the capital of LBHI SPV in respect of the LBHI SPV Equity Interests, the remaining 1% of LBHI’s right, title and interest in and to the Assets as set forth in clauses (i) through (ix) below Restaurants (collectively, the “Domestic Asset Management Assets”) free and clauses clear of all Liens except for Permitted Liens: (xa) A leasehold interest in the Owned Real Property and a subleasehold interest in the Leased Real Property; (xib) below all of the furniture, trade fixtures and equipment that are owned by Seller and located at a Restaurant as of the Effective Time (collectively, the “International Asset Management Assets”, and together with the Domestic Asset Management Assets, the “Asset Management Assets”): (i) All of the Assets reflected on the pro forma balance sheet of LAMCO (the “LAMCO Balance Sheet”) as detailed on the work papers (the “LAMCO Work Papers”) underlying the development of the LAMCO Balance Sheet, in each case, attached to Schedule D-1 hereto; (ii) The tangible Assets set forth on Schedule D-2 hereto; (iii) All rights and interests in the contracts or agreements of LBHI set forth on Schedule D-3 hereto (the “Transferred Contracts”), including shared contracts to be amended as contemplated by this Agreement; (iv) All Domestic Transferred Employees and employment agreements between LBHI and the Domestic Business Employees that are assigned to or assumed by LAMCO pursuant to Section 5.01 (the “Domestic Transferred Employment AgreementsEquipment”); (vc) Cash the Contracts to which Seller is a party that are in the amounts set forth on Schedule D-4 hereto, which, on the Closing Date, shall be deposited, effect as directed by LAMCO Holdings, into the bank accounts created pursuant to Section 3.07; (vi) The trade names and service marks and registrations and applications therefor, trademarks, domain names and applications and registrations, and all common-law rights and the goodwill of the business appurtenant thereto, copyrights, copyright applications and registrations set forth on Schedule D-5 hereto; (vii) A sublicense of LBHI's rights under Section 8.9(b) of the Asset Purchase Agreement, dated as of September 16, 2008, among LBHI, Xxxxxx Brothers Inc., LB745 LLC and Barclays Capital Inc. for sole use in support of unwinding the business of LBHI Effective Time and that of its current and former Subsidiaries; (viii) All Licenses (including applications therefor) utilized primarily in relate exclusively to the conduct of the Domestic Asset Management Business listed on Schedule D-6 hereto 2.02(b) (collectively, the “Transferred LicensesAssigned Contracts”); (ixd) All documentsthe cash bank for each Existing Restaurant and other prepaid and special items listed on Schedule 2.02(c) (collectively, books the “Special Items”); (e) the Inventory and records all other inventories, supplies and other tangible personal property that are primarily used owned by Seller and located in a Restaurant as of the Effective Time including counters, shelving, racks, slat walls, display cases, décor, tables, seating, signs, promotional items and materials, new and unused uniforms, smallwares and office supplies (collectively, the “Personal Property”); (f) all tools, equipment, and repair and maintenance supplies located in or intended to be primarily used in, or are primarily related on the Leased Vehicles (the “Repair and Maintenance Inventory”); (g) to the Domestic Asset Management extent transferable under applicable law, the Permits necessary for the operation of the Business as currently operated, and Seller will provide to Purchaser prior to the Closing a list of all Permits held by Seller with respect to the Business, including personnel files for Domestic Transferred Employees, but excluding ; and (h) all of Seller’s rights against its suppliers with respect to express or implied warranties made in the sale to Seller of the Assets to the extent such rights (i) personnel files for employees automatically transfer to the Purchaser as the new owner of LBHI who are not Domestic Transferred Employeesthe Assets, (ii) such files as may be required under applicable law regarding privacy, do not require the consent of any third parties and (iii) documents which LBHI is do not permitted to transfer pursuant to impose any contractual confidentiality obligation owed to any third party, (iv) historical books and records relating to the assets and investments managed by the Domestic Asset Management Business prior to the Closing andcosts or expenses on Seller or its Affiliates.

Assets to be Transferred. (a) At the Closing, subject Subject to the terms and conditions of this AgreementAgreement and on the basis of and in reliance upon all the representations, including Section 3.05 hereofwarranties, LBHI will assignobligations and agreements set forth herein, transferat the Closing, Comcast shall sell, convey, assign, transfer and deliver to LAMCO HoldingsInsight or its designees, free and clear of all Liens (other than Permitted Liens), in consideration of Insight’s assumption of the Assumed Liabilities, and contribute to the capital of LAMCO Holdings in respect of the LAMCO Holdings Equity InterestsInsight shall purchase, 99% of LBHI’s acquire and accept, all right, title and interest of Comcast and Comcast’s Affiliates in and to all properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether now existing or hereafter acquired, that are owned, leased, held for use or used solely in connection with the Asset Management Assets Telephony Business and LBHI will assign, transfer, convey, and deliver to LBHI SPV, and contribute to the capital of LBHI SPV in respect of the LBHI SPV Equity Interests, the remaining 1% of LBHI’s right, title and interest in and to the Assets as set forth in clauses (i) through (ix) listed below (collectively, the “Domestic Asset Management Acquired Assets”), but excluding the Excluded Assets: (a) The LLC Interests; (b) The Communications Licenses and clauses other Licenses set forth on Schedule 2.1(b); (xc) The Assumed Contracts, including any related security deposits, advance payments, customer advances and customer deposits; (xid) below The Equipment; (e) The Books and Records; provided, that copies of such Books and Records shall be made available to Comcast for a period of three years (and six years in the case of Tax returns and reports and the underlying Books and Records) from the Closing Date upon reasonable request; (f) The Other Intangibles; (g) The Real Property Interests; (h) All rights, demands, claims, actions, rights of set off, counterclaims and causes of action of any kind (collectively, the “International Asset Management AssetsClaims”, and together with ) brought by or for the Domestic Asset Management benefit of Comcast solely relating to the Acquired Assets, the “Asset Management Assets”):other than any such Claims for which Insight or its Affiliates and Comcast are adverse parties and any Claims relating to an Excluded Liability; (i) All transferable rights of the Assets reflected on the pro forma balance sheet of LAMCO (the “LAMCO Balance Sheet”) as detailed on the work papers (the “LAMCO Work Papers”) underlying the development of the LAMCO Balance Sheet, in each case, attached to Schedule D-1 hereto; (ii) The tangible Assets set forth on Schedule D-2 hereto; (iii) All rights and interests in the contracts Comcast under or agreements of LBHI set forth on Schedule D-3 hereto (the “Transferred Contracts”), including shared contracts to be amended as contemplated by this Agreement; (iv) All Domestic Transferred Employees and employment agreements between LBHI and the Domestic Business Employees that are assigned to or assumed by LAMCO pursuant to Section 5.01 (the “Domestic Transferred Employment Agreements”); (v) Cash in the amounts set forth on Schedule D-4 heretoall warranties, whichrepresentations and guarantees made by suppliers, on the Closing Date, shall be deposited, as directed by LAMCO Holdings, into the bank accounts created pursuant to Section 3.07; (vi) The trade names manufacturers and service marks and registrations and applications therefor, trademarks, domain names and applications and registrations, and all common-law rights and the goodwill of the business appurtenant thereto, copyrights, copyright applications and registrations set forth on Schedule D-5 hereto; (vii) A sublicense of LBHI's rights under Section 8.9(b) of the Asset Purchase Agreement, dated as of September 16, 2008, among LBHI, Xxxxxx Brothers Inc., LB745 LLC and Barclays Capital Inc. for sole use in support of unwinding the business of LBHI and that of its current and former Subsidiaries; (viii) All Licenses (including applications therefor) utilized primarily in the conduct of the Domestic Asset Management Business listed on Schedule D-6 hereto (the “Transferred Licenses”); (ix) All documents, books and records that are primarily used in or intended to be primarily used in, or are primarily related contractors to the Domestic Asset Management Business, including personnel files for Domestic Transferred Employees, but excluding (i) personnel files for employees of LBHI who are not Domestic Transferred Employees, (ii) extent affecting any Acquired Assets other than any such files as may be required under applicable law regarding privacy, (iii) documents which LBHI is not permitted rights against Insight or its Affiliates and any such rights to transfer pursuant the extent relating to any contractual confidentiality obligation owed to any third partyExcluded Liability; provided that, (iv) historical books and records relating to the assets and investments managed extent the cost or expense of repair or replacement with respect to the underlying warranted problem was incurred by the Domestic Asset Management Business Comcast prior to the Closing but was not included in the calculation of Cash Flow or Current Assets, such rights shall be an Excluded Asset; (j) All rights of Comcast under non-disclosure, confidentiality, non-compete or non-solicitation agreements with employees or agents of Comcast or with Third Parties to the extent relating to the operation and conduct of the Telephony Business other than any such rights to the extent relating to an Excluded Asset or Excluded Liability; (k) All insurance claims and insurance proceeds (other than with respect to any director and officer, errors and omissions, fiduciary and commercial crime policies) in respect of an Acquired Asset or an Assumed Liability other than any such claims or proceeds to the extent relating to an Excluded Liability; provided that, to the extent the cost or expense of repair or replacement of such Acquired Asset was incurred by Comcast prior to the Closing but was not included in the calculation of Cash Flow or Current Assets, any such claims and proceeds shall be an Excluded Asset; (l) All security, vendor, utility and other deposits relating to the Acquired Assets; and (m) the Current Assets. To the extent that any of the Acquired Assets are used or useful in the Kentucky Telephony Business, they are sometimes referred to herein as “Kentucky Acquired Assets.” To the extent that any of the Acquired Assets are used or useful in the Indiana Telephony Business, they are sometimes referred to herein as “Indiana Acquired Assets.” To the extent that any of the Acquired Assets are used or useful in the Ohio Telephony Business, they are sometimes referred to herein as “Ohio Acquired Assets.”

Assets to be Transferred. (a) At the Closing, subject Subject to the terms and conditions of this Agreement, including Section 3.05 hereofat the Closing, LBHI will Seller shall, and/or shall cause one or more of its Affiliates to, sell, assign, transfer, convey, convey and deliver to LAMCO HoldingsPurchaser, and contribute to the capital Purchaser shall purchase, acquire and accept, free and clear of LAMCO Holdings in respect all Liens (other than Permitted Liens), all of the LAMCO Holdings Equity Interests, 99% of LBHISeller’s right, title and interest in and to or under the Asset Management Assets and LBHI will assignassets comprising and/or used by Seller in connection with the Business conducted at the Locations, transferexcept for the Excluded Assets, conveywith such changes, and deliver to LBHI SPVdeletions or additions thereto with written consent, and contribute as may occur from the date hereof to the capital Closing in the Ordinary Course of LBHI SPV in respect of Business, including the LBHI SPV Equity Interestsfollowing (collectively, but excluding any and all Excluded Assets, the remaining 1% of LBHI’s “Acquired Assets”): (a) the real property set forth in Schedule 2.1(a) (the “Owned Real Property”), together with all right, title and interest in and to all buildings, improvements and fixtures thereon, related contract rights thereto, and all other easements and appurtenances thereon and thereto of any kind or nature; (b) the Assets interests of Seller in all real property set forth in Schedule 2.1(b) (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), including all leases where Seller is the tenant of the Leased Real Property (the “Acquired Leases”) and any prepaid rent, security deposits and options to purchase or renew in connection therewith and the buyout option for those leases as set forth in clauses Schedule 2.1(b), together with all right, title and interest in and to all buildings, improvements and fixtures thereon and all other easements and appurtenances thereon and thereto of any kind or nature; (ic) through prepaid utilities with respect to any Real Property; (ixd) below all Merchandise Inventory, Supplies Inventory, Deli Inventory and Petroleum Inventory (collectively, the “Domestic Asset Management AssetsInventories”); (e) all tangible personal property (other than the Inventories) and clauses interests therein, including all furniture, fixtures and machinery, all compliance and monitoring technology, security systems (x) including video, antitheft and fire equipment), communication and other equipment (xi) below including the Fuel Equipment and point of sale terminal systems), on-site, directional, high-rise and other signage, canopies and pricers, and all other personal property, owned by Seller, now situated at the Locations (collectively, the “International Asset Management Assets”, and together with the Domestic Asset Management Assets, the “Asset Management Assets”): (i) All of the Assets reflected on the pro forma balance sheet of LAMCO (the “LAMCO Balance Sheet”) as detailed on the work papers (the “LAMCO Work Papers”) underlying the development of the LAMCO Balance Sheet, in each case, attached to Schedule D-1 hereto; (ii) The tangible Assets set forth on Schedule D-2 hereto; (iii) All rights and interests in the contracts or agreements of LBHI set forth on Schedule D-3 hereto (the “Transferred Contracts”), including shared contracts to be amended as contemplated by this Agreement; (iv) All Domestic Transferred Employees and employment agreements between LBHI and the Domestic Business Employees that are assigned to or assumed by LAMCO pursuant to Section 5.01 (the “Domestic Transferred Employment AgreementsPersonal Property”); (vf) Cash to the extent transferable, all operating permits, licenses, filings and other governmental authorizations and approvals or the like that are used in or necessary for the amounts set forth on Schedule D-4 hereto, which, on the Closing Date, shall be deposited, as directed by LAMCO Holdings, into the bank accounts created pursuant to Section 3.07; (vi) The trade names and service marks and registrations and applications therefor, trademarks, domain names and applications and registrations, and all common-law rights and the goodwill operation of the business appurtenant theretoBusiness at the Locations (collectively, copyrights, copyright applications and registrations set forth on Schedule D-5 hereto; (vii) A sublicense of LBHI's rights under Section 8.9(b) of the Asset Purchase Agreement, dated as of September 16, 2008, among LBHI, Xxxxxx Brothers Inc., LB745 LLC and Barclays Capital Inc. for sole use in support of unwinding the business of LBHI and that of its current and former Subsidiaries; (viii) All Licenses (including applications therefor) utilized primarily in the conduct of the Domestic Asset Management Business listed on Schedule D-6 hereto (the “Transferred Transferable Permits and Licenses”); (ixg) All documents, books and records that are primarily used all cash in or intended to be primarily used in, or are primarily related to cash registers at the Domestic Asset Management Business, including personnel files for Domestic Transferred Employees, but excluding Locations as set forth in Schedule 2.1(g) (“Xxxxx Cash Funds”); (h) all contracts set forth in Schedule 2.1(h) (the “Acquired Contracts”); (i) personnel files for employees all current registrations, notifications, monitoring reports and other compliance documentation relating to all registered underground and above-ground fuel storage tanks located at Locations (the “Acquired Tanks”); (j) all telephone numbers, keys and access cards, electronic passwords and the like currently used in the operation of LBHI who are not Domestic Transferred Employeesthe Business at the Locations; (k) to the extent in Seller’s possession, copies (iior the originals) such files as may be required under of applicable law regarding privacymanuals, (iii) documents which LBHI is not permitted to transfer pursuant to any contractual confidentiality obligation owed to any third partyreal estate files, (iv) historical books environmental reports, and records UST systems registration, exclusively relating to the assets Acquired Assets or the Business at the Locations (the “Books and investments managed Records”); (l) all owned motor fuel fixtures and fuel equipment now attached to or used in connection with the Locations, including all petroleum pumps and dispensers, the Acquired Tanks, canopies, fuel lines, fittings and connections used in the Ordinary Course of Business at the Locations to receive, store and dispense motor fuels (the “Fuel Equipment”); (m) all control, monitoring, and compliance equipment for Petroleum Inventory and/or the Acquired Tanks, including any Xxxxxx-Xxxx systems (or comparable automatic tank gauging equipment) and all associated sensors, transducers and other lines, equipment and facilities; and (n) all building and other improvements located on the Owned Real Property and leasehold improvements owned by Seller and located on the Domestic Asset Management Business prior Leased Real Property, together with all attached machinery, fixtures and heating, plumbing, electrical, lighting, ventilation and air conditioning equipment owned by Seller and affixed to or located on the Closing andOwned Real Property and Leased Real Property (the “Improvements”).

Assets to be Transferred. (a) At On the Closing, terms and subject to the terms and conditions of this Agreement, including at Closing (as defined in Section 3.05 hereof, LBHI will assign, transfer1.05) the Selling Parties shall sell, convey, assign and deliver transfer to LAMCO HoldingsWendy's free and clear of any and all Liens (as defined below) other than Permitted Liens (as defined below) all of the right, title and contribute interest of the Selling Parties in and to the capital of LAMCO Holdings following properties and assets (collectively, the “Assets”): (a) a leasehold interest in respect and to the real property, building and improvements located thereon associated with the twenty-three (23) Transferred Restaurants owned by one or more of the LAMCO Holdings Equity InterestsSelling Parties and/or their affiliates and identified on Exhibit A as being an “Owned” property (hereinafter each an “Owned Property” and collectively the “Owned Properties”), 99% pursuant to separate Lease Agreements to be entered into for each of LBHI’s the Owned Properties between the applicable Selling Party and/or its affiliate and Wendy's or its affiliate upon terms consistent with those set forth on Schedule 1.01(a) and substantially in the form of Exhibit D (each a “Lease Agreement”); (b) any and all of the Selling Parties' or their affiliates' right, title and interest, if any, in and to the real property and improvements located thereon associated with the seven (7) Transferred Restaurants identified on Exhibit A as being a "Leased" property (hereinafter each a "Leased Property" and together the "Leased Properties"), each of the underlying lease(s) for which (the "Real Property Leases") will be assigned by the applicable Selling Party or its affiliate to Wendy's by a Lease Assignment and Assumption Agreement substantially in the form of Exhibit E (each a “Lease Assignment”); (c) any and all of the Selling Parties' or their affiliates' right, title and interest in and to the Asset Management Assets buildings located on a Leased Property, which buildings will be conveyed to Wendy's or its affiliate by a Xxxx of Sale and LBHI will assignAssignment and Assumption Agreement substantially in the form of Exhibit F (the “Xxxx of Sale”); (d) the furniture, transfer, conveytrade fixtures and equipment or personal property leases therefore used exclusively in the operation of, and deliver located at, one or more of the Transferred Restaurants as of the Effective Time (collectively, the “Equipment”), which Equipment will be transferred to LBHI SPVWendy's by the Xxxx of Sale; (e) the contracts listed on Schedule 1.01(e) relating exclusively to the operation of one or more of the Transferred Restaurants (collectively, the “Contracts”), which Contracts will be assigned to Wendy's by the Xxxx of Sale; (f) the cash banks for the Transferred Restaurants in the amounts set forth in Section 1.04 and other prepaid and special items listed on Schedule 1.01(f) (collectively, the “Special Items”), which Special Items will be transferred to Wendy's by the Xxxx of Sale; (g) to the extent transferable under applicable law, the business licenses, health permits and other permits necessary for the operation of the Transferred Restaurants as currently operated (“Permits”), which Permits will be transferred to Wendy's by the Xxxx of Sale; (h) the Inventory (as defined in Section 2.01) and all other inventories and supplies that are usable in the ordinary course of business of, and contribute to the capital of LBHI SPV in respect located as of the LBHI SPV Equity InterestsEffective Time at, one or more of the Transferred Restaurants and all other items of personal property of any kind, tangible or intangible, used exclusively in the operation of one or more of the Transferred Restaurants, including counters, shelving, racks, slat walls, display cases, décor, tables, seating, signs, promotional items and materials, new and unused uniforms, small wares and office supplies (collectively, the remaining 1% “Personal Property”), which Personal Property will be transferred to Wendy's by the Xxxx of LBHI’s right, title and Sale; (i) a leasehold interest in and to the Assets as first (1st) and second (2nd) floors of the Office Building, containing approximately 3,049 and 3,321 square feet, respectively, and all furniture, fixtures and equipment located therein, pursuant to an Office Lease Agreement to be entered into between the applicable Selling Party and/or its affiliate and Wendy's or its affiliate upon terms consistent with those set forth on Schedule 1.01(i) and in clauses a form prepared by Wendy's substantially similar to the form of the Lease Agreement set forth on Exhibit D (ithe “Office Lease Agreement”); and (j) through (ixthe furniture, trade fixtures, equipment and other items of personal property listed on Schedule 1.01(j) below and currently located at the Closing Restaurants or in the Selling Parties' storage facility (collectively, the “Domestic Asset Management Assets”) and clauses (x) and (xi) below (collectively, the “International Asset Management Assets”, and together with the Domestic Asset Management Assets, the “Asset Management Assets”): (i) All of the Assets reflected on the pro forma balance sheet of LAMCO (the “LAMCO Balance Sheet”) as detailed on the work papers (the “LAMCO Work Papers”) underlying the development of the LAMCO Balance Sheet, in each case, attached to Schedule D-1 hereto; (ii) The tangible Assets set forth on Schedule D-2 hereto; (iii) All rights and interests in the contracts or agreements of LBHI set forth on Schedule D-3 hereto (the “Transferred ContractsSpare Equipment”), including shared contracts which Spare Equipment will be transferred to be amended as contemplated by this Agreement; (iv) All Domestic Transferred Employees and employment agreements between LBHI and the Domestic Business Employees that are assigned to or assumed by LAMCO pursuant to Section 5.01 (the “Domestic Transferred Employment Agreements”); (v) Cash in the amounts set forth on Schedule D-4 hereto, which, on the Closing Date, shall be deposited, as directed by LAMCO Holdings, into the bank accounts created pursuant to Section 3.07; (vi) The trade names and service marks and registrations and applications therefor, trademarks, domain names and applications and registrations, and all common-law rights and the goodwill of the business appurtenant thereto, copyrights, copyright applications and registrations set forth on Schedule D-5 hereto; (vii) A sublicense of LBHIWendy's rights under Section 8.9(b) of the Asset Purchase Agreement, dated as of September 16, 2008, among LBHI, Xxxxxx Brothers Inc., LB745 LLC and Barclays Capital Inc. for sole use in support of unwinding the business of LBHI and that of its current and former Subsidiaries; (viii) All Licenses (including applications therefor) utilized primarily in the conduct of the Domestic Asset Management Business listed on Schedule D-6 hereto (the “Transferred Licenses”); (ix) All documents, books and records that are primarily used in or intended to be primarily used in, or are primarily related to the Domestic Asset Management Business, including personnel files for Domestic Transferred Employees, but excluding (i) personnel files for employees of LBHI who are not Domestic Transferred Employees, (ii) such files as may be required under applicable law regarding privacy, (iii) documents which LBHI is not permitted to transfer pursuant to any contractual confidentiality obligation owed to any third party, (iv) historical books and records relating to the assets and investments managed by the Domestic Asset Management Business prior to the Closing andXxxx of Sale.

Assets to be Transferred. (a) At Except as otherwise provided in Section 2.03, on the Closing, terms and subject to the terms and conditions of this Agreement, including Section 3.05 hereofat the Closing and effective as of the Effective Time, LBHI will assign, transferSeller shall sell, convey, assign and deliver transfer to LAMCO Holdings, and contribute to the capital Purchaser all of LAMCO Holdings in respect of the LAMCO Holdings Equity Interests, 99% of LBHISeller’s right, title and interest in and to the Asset Management Assets following properties and LBHI will assign, transfer, convey, and deliver to LBHI SPV, and contribute to assets that are used exclusively in connection with the capital of LBHI SPV in respect of the LBHI SPV Equity Interests, the remaining 1% of LBHI’s right, title and interest in and to the Assets as set forth in clauses (i) through (ix) below Restaurants (collectively, the “Domestic Asset Management Assets”) free and clauses clear of all Liens except for Permitted Liens: (xa) The Restaurant 10504 Real Property, which shall be transferred to MUY Properties by special warranty deed, substantially in the form attached hereto as Exhibit H (the “Deed”); (b) a leasehold interest in the Owned Real Property and a subleasehold interest in the Leased Real Property; (xic) below all of the furniture, trade fixtures and equipment that are owned by Seller and located at a Restaurant as of the Effective Time (collectively, the “International Asset Management Assets”, and together with the Domestic Asset Management Assets, the “Asset Management Assets”): (i) All of the Assets reflected on the pro forma balance sheet of LAMCO (the “LAMCO Balance Sheet”) as detailed on the work papers (the “LAMCO Work Papers”) underlying the development of the LAMCO Balance Sheet, in each case, attached to Schedule D-1 hereto; (ii) The tangible Assets set forth on Schedule D-2 hereto; (iii) All rights and interests in the contracts or agreements of LBHI set forth on Schedule D-3 hereto (the “Transferred Contracts”), including shared contracts to be amended as contemplated by this Agreement; (iv) All Domestic Transferred Employees and employment agreements between LBHI and the Domestic Business Employees that are assigned to or assumed by LAMCO pursuant to Section 5.01 (the “Domestic Transferred Employment AgreementsEquipment”); (vd) Cash to the extent assignable, the Contracts to which Seller is a party that are in the amounts set forth on Schedule D-4 hereto, which, on the Closing Date, shall be deposited, effect as directed by LAMCO Holdings, into the bank accounts created pursuant to Section 3.07; (vi) The trade names and service marks and registrations and applications therefor, trademarks, domain names and applications and registrations, and all common-law rights and the goodwill of the business appurtenant thereto, copyrights, copyright applications and registrations set forth on Schedule D-5 hereto; (vii) A sublicense of LBHI's rights under Section 8.9(b) of the Asset Purchase Agreement, dated as of September 16, 2008, among LBHI, Xxxxxx Brothers Inc., LB745 LLC and Barclays Capital Inc. for sole use in support of unwinding the business of LBHI Effective Time and that of its current and former Subsidiaries; relate exclusively to the Business, including those Contracts listed in Schedule 2.02(d) (viii) All Licenses (including applications therefor) utilized primarily in the conduct of the Domestic Asset Management Business listed on Schedule D-6 hereto (collectively, the “Transferred LicensesAssigned Contracts”); (ixe) All documentsthe cash bank for each Restaurant and any other prepaid and special items listed on Schedule 2.02(e) (collectively, books the “Special Items”); (f) the Inventory and records all other inventories, supplies and other tangible personal property that are primarily used owned by Seller and located in a Restaurant as of the Effective Time, including counters, shelving, racks, slat walls, display cases, décor, tables, seating, signs, promotional items and materials, new and unused uniforms, smallwares and office supplies (collectively, the “Personal Property”); and (g) all of the tools, equipment and repair and maintenance supplies that are owned by Seller and located in or intended to be primarily used inon any of the Maintenance Vans (as defined in Section 6.07) as of the Effective Time (collectively, or are primarily related to the Domestic Asset Management Business, including personnel files for Domestic Transferred Employees, but excluding (i) personnel files for employees of LBHI who are not Domestic Transferred Employees, (ii) such files as may be required under applicable law regarding privacy, (iii) documents which LBHI is not permitted to transfer pursuant to any contractual confidentiality obligation owed to any third party, (iv) historical books “Repair and records relating to the assets and investments managed by the Domestic Asset Management Business prior to the Closing andMaintenance Inventory”).