LIST OF ALL WRITTEN OR
ORAL AGREEMENTS OR ARRANGEMENTS (AND WITH RESPECT TO ORAL AGREEMENTS A
DESCRIPTION THEREOF) WITH INDEPENDENT SALES REPRESENTATIVES, CONTRACTORS,
BROKERS OR CONSULTANTS UNDER WHICH EITHER SELLER HAS AUTHORIZED ANY PERSON TO
SELL OR PROMOTE FRANCHISES ON BEHALF OF SUCH SELLER OR HAS AGREED TO REBATE OR
SHARE AMOUNTS RECEIVABLE UNDER ANY FRANCHISE AGREEMENT IN CONNECTION WITH THE
OFFER AND SALE OF ANY SUCH FRANCHISE AGREEMENT AND INDICATING WHICH OF SUCH
AGREEMENTS ARE IN DEFAULT AND MAY BE TERMINATED BY SUCH SELLER BY NOTICE TO THE
OTHER PARTY.
EACH SELLER HAS DELIVERED TO BUYER TRUE, CORRECT AND COMPLETE
COPIES OF ALL WRITTEN AGREEMENTS DESCRIBED IN SCHEDULE 4.23(F).
EACH SELLER HAS
DELIVERED TO BUYER TRUE, CORRECT AND COMPLETE COPIES OF ALL WRITTEN
CORRESPONDENCE AND MEMORANDA EVIDENCING SUCH ORAL AGREEMENTS DESCRIBED IN
SCHEDULE 4.23(F).
(G)
TO THE SELLERS' KNOWLEDGE, EXCEPT AS SET FORTH ON SCHEDULE 4.23(G),
NEITHER SELLER HAS (I) OFFERED NOR SOLD, NOR OTHERWISE GRANTED RIGHTS, TO ANY
PARTY CONFERRING UPON THAT PARTY AREA DEVELOPMENT, AREA REPRESENTATIVE, MASTER
FRANCHISE, SUB-FRANCHISE, OR OTHER MULTI-UNIT OR MULTI-LEVEL RIGHTS WITH RESPECT
TO THE BRANDS WITHIN THE UNITED STATES OR (II) USED OR USES INDEPENDENT SALES
REPRESENTATIVES, AREA DIRECTORS, CONTRACTORS, SALES AND SERVICE PROVIDERS OR
BROKERS TO SELL OR PROMOTE THE SALE OF ITS FRANCHISES.
(H)
TO THE SELLERS' KNOWLEDGE, EXCEPT AS SET FORTH ON SCHEDULE 4.23(H), AND
EXCEPT AS MAY BE GRANTED BY OPERATION OF LAW, (I) NO FRANCHISEE HAS BEEN GRANTED
ANY TERRITORIAL RIGHTS BY EITHER SELLER PURSUANT TO WHICH (A) SUCH SELLER IS
RESTRICTED IN ANY WAY IN THEIR RIGHT TO
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OWN OR OPERATE, OR LICENSE OTHERS TO OWN OR OPERATE, ANY BUSINESS OR LINE OF
BUSINESS OR (B) THE FRANCHISEE IS GRANTED RIGHTS FOR THE ACQUISITION OF
ADDITIONAL FRANCHISES OR EXPANSION OF THE FRANCHISEE'S TERRITORY, (II) NO
FRANCHISEE'S TERRITORIAL RIGHTS CONFLICT WITH THE TERRITORIAL RIGHTS OF ANY
OTHER FRANCHISEE, AND (III) TO THE EXTENT EITHER SELLER HAS
GRANTED ANY SUCH
TERRITORIAL RIGHTS (WHETHER OR NOT DISCLOSED OR REQUIRED TO BE DISCLOSED
HEREIN), SUCH SELLER HAS COMPLIED WITH SUCH TERRITORIAL RIGHTS AND IN THE COURSE
OF OFFERING OR SELLING FRANCHISES HAS NOT VIOLATED THE TERRITORIAL RIGHTS OF ANY
FRANCHISEE.
(I)
SINCE JANUARY 1, 2004, AND EXCEPT AS SET FORTH ON SCHEDULE 4.23(I), EACH
SELLER
HAS:
(I) PREPARED AND MAINTAINED EACH SELLER UFOCS IN ACCORDANCE WITH
APPLICABLE LAW; (II) FILED AND OBTAINED REGISTRATION OF THE OFFER AND SALE OF
THE FRANCHISES IN ALL JURISDICTIONS REQUIRING SUCH REGISTRATION PRIOR TO ANY
OFFERS OR SALES OF FRANCHISES IN SUCH JURISDICTIONS (THE "REGISTRATION LAWS")
AND HAS FILED ALL MATERIAL CHANGES, AMENDMENTS AND RENEWALS THERETO ON A TIMELY
BASIS AS REQUIRED BY LEGAL REQUIREMENTS IN SUCH JURISDICTIONS; (III) FILED ALL
NOTICE FILINGS (INCLUDING THE FILING OF SELLER UFOC, AS APPLICABLE) IN ALL
JURISDICTIONS IN WHICH A NOTICE FILING IS REQUIRED TO BE FILED PRIOR TO THE
OFFER AND SALE OF FRANCHISES IN SUCH JURISDICTIONS; (IV) FILED ALL NOTICES OF
EXEMPTION IN ALL JURISDICTIONS IN WHICH A NOTICE FILING IS REQUIRED IN ORDER