EVIDENCING SUCH ORAL AGREEMENTS DESCRIBED IN
SCHEDULE 4.23(F).
(G)
TO THE SELLER'S KNOWLEDGE, EXCEPT AS SET FORTH ON SCHEDULE 4.23(G),
GACCF HAS NOT (I) OFFERED NOR SOLD, NOR OTHERWISE GRANTED RIGHTS, TO ANY PERSON
CONFERRING UPON THAT PERSON 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 SELLER'S 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 GACCF PURSUANT TO WHICH (A) GACCF IS
RESTRICTED IN ANY WAY IN THEIR RIGHT TO 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 GACCF
HAS
GRANTED ANY SUCH TERRITORIAL RIGHTS (WHETHER OR NOT DISCLOSED OR REQUIRED
TO BE DISCLOSED HEREIN), GACCF 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 UFOC 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 TO OBTAIN AN EXEMPTION FROM REGULATION AS A
"BUSINESS OPPORTUNITY" OR TO OTHERWISE BE SUBJECT TO REGULATION UNDER LEGAL
REQUIREMENTS IN SUCH JURISDICTIONS ABSENT SUCH NOTICE FILING; AND (V) SOLD NO
FRANCHISES DURING PERIODS AFTER THE NEED FOR AMENDMENT AROSE AND BEFORE THE
PROSPECTIVE FRANCHISEE HAD BEEN IN RECEIPT OF AN AMENDED SELLER UFOC FOR THE
REQUIRED PERIOD FOR REDISCLOSURE IN THE JURISDICTION.
SELLER UFOCS WERE
PREPARED IN ALL MATERIAL RESPECTS IN COMPLIANCE WITH THE UFOC GUIDELINES AND/OR
OTHER LEGAL REQUIREMENTS AND THERE WERE NO MATERIAL MISREPRESENTATIONS OR
MISSTATEMENTS OF FACT OR OMISSIONS TO STATE MATERIAL INFORMATION IN ANY SELLER
UFOC NECESSARY TO MAKE THE STATEMENTS MADE THEREIN NOT MISLEADING UNDER THE
CIRCUMSTANCES AT THE TIME SUCH SELLER WAS USING SUCH SELLER UFOC.
SINCE
JANUARY 1, 2004, GACCF HAS NEVER WITHDRAWN ANY OF