IS A PARTY, INCLUDING FOR EACH FRANCHISE
AGREEMENT (I) THE NAME, ADDRESS AND TELEPHONE NUMBER OF EACH AND EVERY
FRANCHISEE; (II) THE EFFECTIVE DATES AND EXPIRATION DATES; AND (III) A
DESCRIPTION OF ANY PROTECTED OR EXCLUSIVE TERRITORY.
THERE ARE NO OTHER
CURRENTLY EFFECTIVE FRANCHISE AGREEMENTS RELATING TO THE BRANDS.
EXCEPT AS
NOTED IN SCHEDULE 4.23(C), EACH FRANCHISE AGREEMENT ENTERED IS SUBSTANTIALLY
SIMILAR TO THE FORM OF FRANCHISE AGREEMENT INCORPORATED INTO THE SELLER UFOC
THAT WAS ISSUED TO THE FRANCHISEE CONTEMPORANEOUSLY WITH THE SALE OF SUCH
FRANCHISE BY GACCF TO THE FRANCHISEE.
GACCF HAS AND HAS HAD MADE AVAILABLE TO
BUYER TRUE, COMPLETE AND CORRECT COPIES OF ALL FRANCHISE AGREEMENTS LISTED OR
REQUIRED TO BE LISTED ON SCHEDULE 4.23(C), INCLUDING ALL AMENDMENTS AND ADDENDA
THERETO, EXCEPT THOSE IN RESPECT OF WHICH SELLERS HAVE INDICATED ON SCHEDULE
4.23(C) THAT THE FRANCHISE AGREEMENT ON FILE IS MISSING.
(D)
FROM AND AFTER THE DATE OF ITS FORMATION, GACCF HAS AND HAS HAD AT
ALL RELEVANT TIMES, THE LIMITED LIABILITY COMPANY POWER AND AUTHORITY AND LEGAL
RIGHT TO ENTER INTO AND CARRY OUT THE TERMS OF EACH FRANCHISE AGREEMENT.
ALL OF
THE FRANCHISE AGREEMENTS ARE VALID, BINDING AND ENFORCEABLE AGAINST THE
FRANCHISEE THEREUNDER IN ACCORDANCE WITH ITS TERMS, SUBJECT TO ANY SUCH
FRANCHISEE'S BANKRUPTCY, INSOLVENCY, RECEIVERSHIP OR SIMILAR PROCEEDING UNDER
STATE OR FEDERAL LAW AND SUBJECT TO ANY EQUITABLE DOCTRINES AND LEGAL
REQUIREMENTS WHICH MAY AFFECT THE ENFORCEABILITY OF THE FRANCHISE AGREEMENTS
AGAINST FRANCHISEES.
GACCF HAS MAINTAINED A STANDARD PRACTICE OF REFRAINING
FROM THE NEGOTIATION OF THE FRANCHISE AGREEMENTS ON A FRANCHISEE BY FRANCHISEE
BASIS.
(E)
SCHEDULE 4.23(E) IDENTIFIES EACH EXISTING FRANCHISEE THAT (I) IS,
TO THE SELLER'S KNOWLEDGE, CURRENTLY IN MATERIAL DEFAULT UNDER ANY FRANCHISE
AGREEMENT, WHETHER OR NOT GACCF HAS NOTIFIED THE FRANCHISEE ABOUT THE DEFAULT;
(II) HAS RECEIVED WITHIN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE OF THIS
AGREEMENT A NOTICE OF DEFAULT FROM GACCF THAT SUCH FRANCHISEE HAS INCURRED A
DEFAULT UNDER SUCH FRANCHISE AGREEMENT; (III) HAS ON THREE OR MORE OCCASIONS
WITHIN ANY TWELVE (12) MONTH PERIOD RECEIVED NOTICES OF DEFAULT UNDER A
FRANCHISE AGREEMENT; OR (IV) IS A PARTY TO A FRANCHISE AGREEMENT UNDER WHICH THE
FRANCHISE UNIT IS NOT YET OPEN AND OPERATING.
(F)
SCHEDULE 4.23(F) SETS FORTH A TRUE AND COMPLETE LIST OF ALL
WRITTEN OR ORAL AGREEMENTS OR ARRANGEMENTS (AND WITH RESPECT TO ORAL AGREEMENTS
A DESCRIPTION THEREOF) WITH
39
INDEPENDENT SALES REPRESENTATIVES, CONTRACTORS, BROKERS OR CONSULTANTS UNDER
WHICH GACCF HAS AUTHORIZED ANY PERSON TO SELL OR PROMOTE FRANCHISES ON BEHALF OF
GACCF 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
GACCF BY NOTICE TO THE OTHER PARTY.
GACCF HAS DELIVERED TO BUYER TRUE, CORRECT
AND COMPLETE COPIES OF ALL WRITTEN AGREEMENTS DESCRIBED IN SCHEDULE 4.23(F).
GACCF HAS DELIVERED TO BUYER TRUE, CORRECT AND COMPLETE COPIES OF ALL WRITTEN
CORRESPONDENCE AND MEMORANDA