SECURITIES HAVE BEEN DULY AUTHORIZED FOR ISSUANCE, OFFER AND
SALE BY THE CO-ISSUERS AS CONTEMPLATED BY THIS AGREEMENT AND, WHEN AUTHENTICATED
BY THE TRUSTEE AND ISSUED AND DELIVERED AGAINST PAYMENT OF THE PURCHASE PRICE
THEREFOR, WILL CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF THE CO-ISSUERS
ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS (EXCEPT AS SUCH ENFORCEABILITY MAY BE
LIMITED BY BANKRUPTCY, INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION,
MORATORIUM AND OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY OR BY
GENERAL EQUITABLE PRINCIPLES, WHETHER CONSIDERED IN A PROCEEDING AT LAW OR IN
EQUITY AND BY AN IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING);
(XIV)
NO CONSENT, ACTION BY OR IN RESPECT OF, APPROVAL OR OTHER
AUTHORIZATION OF, OR REGISTRATION, DECLARATION OR FILING WITH, ANY GOVERNMENTAL
AUTHORITY OR OTHER PERSON IS REQUIRED FOR THE ISSUANCE, OFFER OR SALE OF THE
SECURITIES BY THE CO-ISSUERS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THE
EXECUTION, DELIVERY AND PERFORMANCE BY THE CO-ISSUERS OF THE SECURITIES, THE
INDENTURE, THIS AGREEMENT AND THE TRANSACTION DOCUMENTS (TO THE EXTENT THEY ARE
PARTIES THERETO), THE APPLICATION OF THE PROCEEDS FROM THE SALE OF THE
SECURITIES AS DESCRIBED HEREIN, IN THE DRAFT OFFERING MEMORANDUM (AS OF THE
CLOSING DATE) AND IN THE OFFERING MEMORANDUM (AS OF THE RELEVANT DATE) OR FOR
THE CONSUMMATION BY THE CO-ISSUERS OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS OR FOR THE PERFORMANCE OF ANY OF
THE CO-ISSUERS' OBLIGATIONS HEREUNDER OR THEREUNDER OTHER THAN SUCH CONSENTS,
APPROVALS, AUTHORIZATIONS, REGISTRATIONS, DECLARATIONS OR FILINGS (A) AS HAVE
BEEN OBTAINED PRIOR TO THE CLOSING DATE OR AS PERMITTED TO BE OBTAINED
SUBSEQUENT TO THE CLOSING DATE OR (B) RELATING TO THE PERFORMANCE OF ANY
FRANCHISE DOCUMENT THE FAILURE OF WHICH TO OBTAIN CONSENT IS NOT REASONABLY
LIKELY TO HAVE A MATERIAL ADVERSE EFFECT;
(XV)
THERE IS NO ACTION, SUIT, PROCEEDING OR INVESTIGATION PENDING
AGAINST OR, TO THE KNOWLEDGE OF EITHER CO-ISSUER, THREATENED AGAINST OR
AFFECTING EITHER CO-ISSUER OR OF WHICH ANY PROPERTY OR ASSETS OF THE CO-ISSUERS
IS THE SUBJECT BEFORE ANY COURT OR ARBITRATOR OR ANY GOVERNMENTAL AUTHORITY THAT
WOULD, INDIVIDUALLY OR IN THE AGGREGATE, AFFECT THE VALIDITY OR ENFORCEABILITY
OF THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS, MATERIALLY ADVERSELY
AFFECT THE PERFORMANCE BY THE CO-ISSUERS OF THEIR OBLIGATIONS HEREUNDER OR
THEREUNDER OR WHICH IS REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT;
(XVI)
THE CO-ISSUERS MAINTAIN INSURANCE COVERAGES IN SUCH AMOUNTS AND
COVERING SUCH RISKS AS IS ADEQUATE FOR THE CONDUCT OF THEIR RESPECTIVE
BUSINESSES AND THE VALUE OF THEIR RESPECTIVE PROPERTIES AND AS IS CUSTOMARY FOR
COMPANIES ENGAGED IN SIMILAR BUSINESSES IN SIMILAR INDUSTRIES.
ALL POLICIES OF
INSURANCE OF THE CO-ISSUERS ARE IN FULL FORCE AND EFFECT AND THE CO-ISSUERS ARE
IN COMPLIANCE WITH THE TERMS OF SUCH POLICIES IN
6
ALL MATERIAL RESPECTS.
NEITHER OF THE CO-ISSUERS HAS ANY REASON TO BELIEVE THAT
IT WILL NOT BE ABLE TO RENEW ITS EXISTING INSURANCE COVERAGE AS AND WHEN SUCH
COVERAGE EXPIRES OR TO OBTAIN SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY