DISCLOSURE CONTROLS AND PROCEDURES AND
INTERNAL CONTROLS OVER FINANCIAL REPORTING AS SUCH TERMS ARE DEFINED IN THE SOA;
IT BEING UNDERSTOOD THAT, SELLER HAS MATERIAL WEAKNESS IN ITS INTERNAL CONTROLS.
SECTION 5.18
FRANCHISE EXPIRATIONS. FROM AND AFTER THE DATE HEREOF UNTIL
THE CLOSING, SELLER SHALL, AND SHALL CAUSE ITS AFFILIATES TO, USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN RENEWALS OR VALID EXTENSIONS OF ANY FRANCHISES
WHICH EXPIRE ON OR BEFORE DECEMBER 31, 2007, IN THE ORDINARY COURSE OF BUSINESS.
SELLER SHALL NOT, AND SHALL CAUSE ITS AFFILIATES NOT TO, AGREE OR ACCEDE TO ANY
MATERIAL MODIFICATIONS OR AMENDMENTS TO OR IN CONNECTION WITH, OR THE IMPOSITION
OF ANY MATERIAL CONDITION TO THE RENEWAL OR EXTENSION OF, ANY OF THE FRANCHISES
THAT ARE NOT REASONABLY ACCEPTABLE TO BUYER DETERMINED IN A MANNER CONSISTENT
WITH THE PROVISO TO SECTION 5.6(C); PROVIDED, HOWEVER, THAT IF THE LFA APPROVAL
IN RESPECT OF SUCH FRANCHISE IS NOT OBTAINED IN CONNECTION WITH ANY SUCH RENEWAL
OR EXTENSION (AFTER BUYER HAS COMPLIED WITH ITS OBLIGATIONS UNDER
SECTION 5.6(C)) SELLER SHALL ONLY AGREE OR ACCEDE TO ANY SUCH MODIFICATIONS OR
AMENDMENTS THAT ARE REASONABLY ACCEPTABLE TO BUYER (WITHOUT REGARD TO THE
PROVISO TO SECTION 5.6(C)). UPON REASONABLE PRIOR NOTICE, SELLER SHALL, AND
SHALL CAUSE ITS AFFILIATES TO, ALLOW REPRESENTATIVES OF BUYER TO ATTEND MEETINGS
AND HEARINGS BEFORE APPLICABLE GOVERNMENT ENTITIES IN CONNECTION WITH THE
RENEWAL OR EXTENSION OF ANY FRANCHISE OR GOVERNMENTAL AUTHORIZATION. NOTHING IN
THIS SECTION 5.18 SHALL LIMIT THE OBLIGATIONS OF BUYER OR SELLER PURSUANT TO
SECTION 5.6(C).
SECTION 5.19
EXCHANGE ACT FILINGS. PRIOR TO THE CLOSING, SELLER SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO FILE (A) ALL REPORTS AND OTHER MATERIALS
REQUIRED TO BE FILED BY SELLER WITH THE SEC PURSUANT TO AND IN COMPLIANCE WITH
THE EXCHANGE ACT (OTHER THAN WITH RESPECT TO TIMING), INCLUDING SECTION 12
THEREOF, WITH RESPECT TO ANY PERIOD ENDING ON OR PRIOR TO THE CLOSING DATE, AND
(B) THE DISCLOSURE STATEMENT AS AN EXHIBIT TO A CURRENT REPORT ON FORM 8-K.
NOTWITHSTANDING THE FOREGOING, SELLER SHALL NOT BE REQUIRED TO FILE QUARTERLY
REPORTS FOR FISCAL QUARTERS ENDED IN 2001, 2002 OR 2003 OR ANNUAL REPORTS FOR
THE FISCAL YEARS ENDING ON OR BEFORE DECEMBER 31, 2002 IF (AND ONLY TO THE
EXTENT), (A) THE STAFF OF THE SEC SHALL HAVE PROVIDED BUYER WITH ADEQUATE
ASSURANCE THAT SUCH REPORTS ARE NOT REQUIRED TO BE FILED IN ORDER FOR PARENT TO
BE DEEMED CURRENT IN ITS FILINGS UNDER THE EXCHANGE ACT FOLLOWING THE CLOSING OR
(B) SELLER SHALL HAVE PREVIOUSLY USED SUCH COMMERCIALLY REASONABLE EFFORT TO THE
REASONABLE SATISFACTION OF BUYER. BUYER SHALL REIMBURSE SELLER FOR ALL
REASONABLE COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO THIS SECTION 5.19
WITH RESPECT TO THE PREPARATION OF QUARTERLY REPORTS REQUIRED TO BE FILED FOR
FISCAL QUARTERS ENDED IN 2001, 2002 OR 2003 OR ANNUAL REPORTS FOR THE FISCAL
YEARS ENDING ON DECEMBER 31, 2001 AND DECEMBER 31, 2002, INCLUDING REASONABLE
OUT-OF-POCKET COSTS AND ANY INCREMENTAL COSTS AND EXPENSES INCURRED IN RESPECT
OF THE INDIVIDUALS PREPARING