RECEIPT OF ALL LFA APPROVALS, BUYER AND
SELLER SHALL, AND BUYER SHALL CAUSE PARENT TO, ACT IN GOOD FAITH TO OBTAIN ANY
REMAINING LFA APPROVALS FOLLOWING THE CLOSING. UNTIL SUCH TIME AS ALL LFA
APPROVALS HAVE BEEN OBTAINED, BUYER COVENANTS AND AGREES TO USE COMMERCIALLY
REASONABLE EFFORTS TO SATISFY ALL OBLIGATIONS OF SELLER OR ANY OF ITS AFFILIATES
ARISING AFTER THE CLOSING UNDER EACH FRANCHISE AGREEMENT CORRESPONDING TO A LFA
APPROVAL THAT HAS NOT BEEN OBTAINED. BUYER AND SELLER AGREE TO ENTER INTO SUCH
ARRANGEMENTS AS ARE REASONABLY NECESSARY TO CAUSE SELLER NOT TO BE IN BREACH
UNDER EACH SUCH FRANCHISE AGREEMENT AND TO PERMIT BUYER TO RECEIVE THE ECONOMIC
BENEFITS OF EACH SUCH FRANCHISE AGREEMENT.
(C)
BUYER AND SELLER AGREE, ASSUMING AS SET FORTH IN
SECTION 5.12(B) THAT ALL OR SUBSTANTIALLY ALL OF THE ECONOMIC BENEFITS RELATING
TO A REMAINING FRANCHISE INURE TO BUYER, (I) THAT ANY REMAINING FRANCHISES
DESCRIBED IN SECTION 5.12(B) SHALL BE TREATED FOR ALL INCOME TAX PURPOSES AS
ASSETS OF BUYER AS OF THE CLOSING AND (II) NOT TO TAKE, AND TO PREVENT ANY OF
THEIR RESPECTIVE AFFILIATES FROM TAKING, ANY POSITION INCONSISTENT WITH SUCH
TREATMENT FOR ANY INCOME TAX PURPOSES (UNLESS REQUIRED BY A CHANGE IN APPLICABLE
INCOME TAX LAW OR A GOOD FAITH RESOLUTION OF A CONTEST).
SECTION 5.13
BANKRUPTCY PROCEEDINGS.
(A)
SELLER SHALL, AS SOON AS REASONABLY PRACTICABLE AFTER THE DATE
HEREOF, BUT NO LATER THAN 45 DAYS HEREAFTER, FILE WITH THE BANKRUPTCY COURT
(I) A DISCLOSURE STATEMENT WITH RESPECT TO THE PLAN INTENDED TO MEET THE
REQUIREMENTS OF SECTION 1125(B) OF THE BANKRUPTCY CODE AND THIS SECTION 5.13 (AS
AMENDED FROM TIME TO TIME IN
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ACCORDANCE WITH THIS AGREEMENT, THE "DISCLOSURE STATEMENT"), (II) A MOTION TO
APPROVE, AMONG OTHER THINGS, THE DISCLOSURE STATEMENT (THE "DISCLOSURE STATEMENT
MOTION"), AND (III) THE PLAN. SELLER SHALL, AND SHALL CAUSE EACH OF ITS
AFFILIATES TO, COMMENCE APPROPRIATE PROCEEDINGS BEFORE THE BANKRUPTCY COURT AND
OTHERWISE USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN APPROVAL OF THE
DISCLOSURE STATEMENT AND THE PLAN (EXCEPT TO THE EXTENT SELLER IS PURSUING OR
HAS CONSUMMATED THE 363 SALE AND THE JV PLAN) AS EXPEDITIOUSLY AS POSSIBLE AND,
AFTER MAY 19, 2006 AND PRIOR TO DELIVERY OF THE REVERSION NOTICE, TO OBTAIN
APPROVAL OF THE 363 SALE, THE JV PLAN AND ANY REQUIRED DISCLOSURE STATEMENT FOR
THE JV PLAN AND ENTRY OF THE 363 ORDER, IN EACH CASE, AS EXPEDITIOUSLY AS
POSSIBLE. SELLER SHALL, AND SHALL CAUSE ITS AFFILIATES TO, PROVIDE IN THE
DISCLOSURE STATEMENT A RANGE OF VALUES DETERMINED BY SELLER AFTER CONSULTATION
WITH BUYER; PROVIDED, THAT THE MIDPOINT OF SUCH RANGE SHALL EQUAL THE AGGREGATE
VALUE OF THE PURCHASE SHARES; PROVIDED, HOWEVER, THAT, BASED ON CHANGES, EVENTS
OR CIRCUMSTANCES FIRST ARISING OR OCCURRING FOLLOWING THE DATE HEREOF, SELLER
MAY, AFTER CONSULTATION WITH BUYER AND ITS COUNSEL, CHANGE THE MIDPOINT AND THE
RANGE IN ORDER THAT THE STATEMENTS CONTAINED IN THE DISCLOSURE STATEMENT IN
RESPECT OF THE VALUE OF THE PURCHASE SHARES WOULD NOT BE MISLEADING OR RESULT IN
A