BE A LEGAL, VALID AND
BINDING OBLIGATION OF THE FRANCHISE HOLDER, ENFORCEABLE AGAINST IT IN ACCORDANCE
WITH ITS 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). AS OF THE RELEVANT DATE, THE FRANCHISE
HOLDER G&C AGREEMENT WILL CONFORM IN ALL MATERIAL RESPECTS TO THE DESCRIPTION
THEREOF IN THE OFFERING MEMORANDUM;
(XVI)
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 GUARANTEED SECURITIES BY THE CO-ISSUERS OR THE GUARANTORS IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE CO-ISSUERS AND THE GUARANTORS OF THE GUARANTEED 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 AND THE GUARANTORS OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS OR FOR THE
PERFORMANCE OF ANY OF THE CO-ISSUERS' OR THE GUARANTORS' 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;
(XVII)
THERE IS NO ACTION, SUIT, PROCEEDING OR
INVESTIGATION PENDING AGAINST OR, TO THE KNOWLEDGE OF ANY CO-ISSUER OR
GUARANTOR, THREATENED AGAINST OR AFFECTING ANY CO-ISSUER OR GUARANTOR OR OF
WHICH ANY PROPERTY OR ASSETS OF THE CO-ISSUERS OR GUARANTORS 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 OR THE GUARANTORS OF THEIR OBLIGATIONS HEREUNDER
OR THEREUNDER OR WHICH IS REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT;
(XVIII)
THE CO-ISSUERS AND GUARANTORS MAINTAIN THE INSURANCE
COVERAGES DESCRIBED ON SCHEDULE 7.12(V) TO THE BASE INDENTURE, 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 AND GUARANTORS ARE IN FULL FORCE AND EFFECT AND THE
CO-ISSUERS AND GUARANTORS ARE IN COMPLIANCE WITH THE TERMS OF SUCH POLICIES IN
ALL MATERIAL RESPECTS. NONE OF THE CO-ISSUERS OR GUARANTORS HAS ANY REASON