rements of the Franchise Agreement and then-current System standards.

1.2 Site Selection. You must select a site for your Office within 180 days after you sign this Agreement. After you notify us of a proposed site for your Office, we will have 30 days to review the site and to notify you whether or not we consent to your operation of the Business at that site. If we reject the site you propose, you will have an additional 60 days to locate a site that is acceptable to us. If you fail to do so, this Agreement will automatically terminate and we will refund your Initial Franchise Fee, less our expenses associated with reviewing the proposed site(s). After we consent to an Office site you propose (if at all), you must open your Business at that site within six months. If you fail to do so, this Agreement will automatically terminate and your Initial Franchise Fee will not be refunded. We may, in our sole discretion, grant extensions of the deadlines described above. Our consent to a site is not a guarantee or assurance as to the availability, suitability or prospects of an Office or Business.

1.3 Territory.

• (a) While this Agreement is in effect, as long as you satisfy and maintain the minimum Office sales agent requirements set forth in Exhibit A to this Franchise Agreement, we will not ourselves establish or operate a "Counselor" office, or license another to establish or operate a "Counselor" office within the Territory. However, both we and other "Counselor" licensees may enter into, and provide residential and commercial real estate brokerage services within, the Territory; we do not grant you any exclusive right to operate a "Counselor" business in the Territory. If you fail to satisfy and maintain the minimum required number of agents in the Office on an ongoing basis, you may lose the exclusive right to operate a "Counselor" office in the Territory, your territory may be altered (as determined by Counselor in its sole discretion), or Counselor may terminate the Franchise Agreement.
• (b) If Counselor has consented to any Additional Office locations, any sales agents operating out of any such Additional Office locations will be counted as part of the number of sales agents operating from your Office for purposes of Section 1.3(a).
• (c) If Counselor has consented to any Extension Office locations, you must maintain the mutually agreed-upon minimum number of sales agents operating from such Extension Office. One of these sales agents must be a supervising broker. The minimum number of sales agents required to be operating in any such Extension Office is separate from and in addition to the minimum number of sales agents that are required to operate from any of your other Office locations (including any Additional Offices). If you fail to satisfy and maintain the minimum required number of sales agents in the Extension Office on an ongoing basis, Counselor may (in its sole discretion) elect to have you close the Extension Office or terminate the Franchise Agreement.

Source: Item 22 — CONTRACTS (FDD page 32)