TRUE AND COMPLETE LIST OF ALL WRITTEN OR ORAL
AGREEMENTS OR ARRANGEMENTS (AND WITH RESPECT TO ORAL AGREEMENTS OR ARRANGEMENTS,
A DESCRIPTION THEREOF) WITH THIRD PARTY VENDORS OR SUPPLIERS WHO CURRENTLY
APPROVED BY EITHER SELLER TO ACT AS PROVIDERS OF GOODS OR SERVICES TO THE
FRANCHISEES.
EXCEPT AS SET FORTH IN SCHEDULE 4.23(T), AND EXCLUDING
ENTERTAINMENT BY VENDORS/SUPPLIERS OR REIMBURSEMENT FOR FRANCHISEE CONVENTIONS
OR MEETINGS IN THE ORDINARY COURSE OF BUSINESS, NEITHER SELLER RECEIVES REBATES,
COMMISSIONS, DISCOUNTS OR OTHER PAYMENTS OR REMUNERATION OF ANY KIND FROM SUCH
VENDORS OR SUPPLIERS OF SUCH GOODS OR SERVICES.
(U)
TO EACH SELLER'S KNOWLEDGE, NEITHER SELLER IS IN VIOLATION OR DEFAULT OF
ANY FRANCHISE AGREEMENT, NOR HAS THERE OCCURRED ANY EVENT OR CONDITION WHICH
WITH THE PASSAGE OF TIME OR GIVING OF NOTICE (OR BOTH) WOULD CONSTITUTE A
MATERIAL DEFAULT BY SUCH SELLER OF ANY FRANCHISE AGREEMENT UNDER, OR PERMIT
TERMINATION OR RESCISSION OF, ANY SUCH FRANCHISE AGREEMENT.
NEITHER THE
EXECUTION OF THIS AGREEMENT NOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN WOULD RESULT IN A VIOLATION OF OR A DEFAULT UNDER, OR GIVE
RISE TO A RIGHT OF TERMINATION, MODIFICATION, CANCELLATION, RESCISSION OR
ACCELERATION OF ANY OBLIGATION OR LOSS OF MATERIAL BENEFITS UNDER, ANY FRANCHISE
AGREEMENT.
NO CONSENT OR APPROVAL OF ANY FRANCHISEE IS REQUIRED IN CONNECTION
WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT.
(V)
ALL FRANCHISE AGREEMENTS AND RELATED DOCUMENTS PROVIDED TO THE BUYER ARE
TRUE, CORRECT AND COMPLETE AND THEY CONSTITUTE ALL OF THE AGREEMENTS BETWEEN
EITHER SELLER AND ITS FRANCHISEES AND THERE EXISTS NO OTHER AGREEMENTS, ORAL OR
WRITTEN, BETWEEN SUCH SELLER AND ANY FRANCHISEE. THERE ARE NO MATERIAL
AGREEMENTS OR SPECIAL ARRANGEMENTS WITH ANY FRANCHISEE OTHER THAN AS SET FORTH
IN THE SELLER UFOCS AND FRANCHISE AGREEMENTS.
(W)
EACH SELLER'S USE AND ADMINISTRATION OF ADVERTISING CONTRIBUTIONS AND FEES
MADE UNDER THE FRANCHISE AGREEMENTS HAS AT ALL TIMES COMPLIED WITH THE
PROVISIONS OF ALL FRANCHISE AGREEMENTS OR OTHER AGREEMENTS MADE BY SUCH SELLER
WITH RESPECT TO THEIR USE OF THE ADVERTISING CONTRIBUTIONS AND FEES, CONFORMS
WITH ANY DESCRIPTIONS OF SUCH ACTIVITIES CONTAINED IN APPLICABLE SELLER UFOCS
AND DOES NOT VIOLATE ANY LEGAL REQUIREMENTS.
(I)
SCHEDULE 4.23(W) SETS FORTH, AS TO EACH SELLER INDIVIDUALLY:
(A) A
STATEMENT OF THE AMOUNT OF MARKETING FEES IN RESPECT OF THE TTM PERIOD; (B) THE
AMOUNT OF MARKETING FEES ACTUALLY SPENT BY EACH SELLER DURING THE TTM PERIOD;
AND (C) THE AMOUNT OF ANY RESIDUAL MARKETING FEES BEING HELD BY EITHER SELLER OR
THE DEFICIT IN MARKETING FEES FOR WHICH
32
EITHER SELLER IS TO BE REIMBURSED FROM FUTURE MARKETING FEES AS OF THE END OF
THE TTM PERIOD, AS THE CASE MAY BE (THE "MARKETING FEES BALANCE"). THE FOREGOING
RECONCILIATION OF MARKETING FEES IS REFERRED TO HEREIN AS THE "MARKETING FEES
RECONCILIATION."
(II)
SCHEDULE 4.23(W) SETS FORTH, AS TO EACH SELLER INDIVIDUALLY, A
LISTING OF EACH CONTRACT ENTERED INTO BY SUCH SELLER THAT IS NOT FULLY PERFORMED
BY BOTH PARTIES AS OF THE DATE OF THIS AGREEMENT PURSUANT TO WHICH