Common use of Conditions for Consent Clause in Contracts

Conditions for Consent. Except to the extent any Transfer is permitted pursuant to clause 14.1 above, in determining whether or not to grant approval to a proposed Transfer of any Interest referred to in clause 14.1 for which approval of FRANCHISOR is required to be obtained, FRANCHISOR may consider any relevant matter in its reasonable discretion, including, without limitation, the protection of the Txx Hortons System, the protection of FRANCHISOR and its Affiliates, and the orderly and proper operation and development of other Txx Hortons Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, FRANCHISOR may impose or consider the following conditions for granting its consent to the proposed Transfer, as FRANCHISOR may deem appropriate in its sole discretion: (a) all material obligations of Franchisee that are due but not yet fulfilled to FRANCHISOR and its Affiliates, whether arising under this Agreement or otherwise (including, without limitation, all monetary obligations and all repair, maintenance, refurbishment and upgrade obligations) must be satisfied on or before the Transfer Date; (b) all material obligations of Franchisee that are due but not yet fulfilled to third parties arising out of the conduct of the Franchised Restaurant including obligations owed to suppliers and distributors must be satisfied on or before the Transfer Date; (c) Franchisee and its Affiliates are not in default of any material provisions of this Agreement or any other agreement with FRANCHISOR or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as FRANCHISOR may request), in FRANCHISOR’s reasonable judgment, satisfies all of FRANCHISOR’s business standards and requirements; has the aptitude and ability to operate the Franchised Restaurant; has adequate financial resources and capital to do so; and must complete and be approved through FRANCHISOR's standard franchisee application and selection process including satisfactorily demonstrating to FRANCHISOR that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as FRANCHISOR shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of FRANCHISOR at its corporate offices or such other location as may be reasonably requested by FRANCHISOR. Without limiting the grounds on which it will be reasonable for FRANCHISOR to withhold its consent to any Transfer, FRANCHISOR may withhold its consent to any proposed Transfer where: (i) the Transferee or any Affiliate of the Transferee carries on activities of a kind described in clause 17 (Restrictive Covenant), or (ii) in the reasonable judgment of FRANCHISOR, the Transfer would result in the Transferee having a disproportionately large ownership of Txx Hortons Restaurants compared to its financial capability; (e) Transfers to existing franchisees in the Txx Hortons System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. FRANCHISOR reserves the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in FRANCHISOR’s reasonable discretion: (i) the current geographic scope and proximity of the prospective Transferee’s operations; (ii) the physical and operational condition, opportunities and obligations present in the prospective Transferee’s existing market(s) and Txx Hortons Restaurants; (iii) the penetration level of Txx Hortons Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Txx Hortons Restaurants and the extent to which the prospective Transferee properly integrated those Txx Hortons Restaurants into its organization and resolved material issues arising from or related to such previous acquisition; (f) the form, material terms and conditions in the Transfer agreement must be reasonably acceptable to FRANCHISOR; (g) the Transferee must execute FRANCHISOR's then current form of franchise agreement for a term equal to the remainder of the Agreement Term, except that no further Franchise Fee will be payable for the remainder of the Agreement Term, and the timing for required remodeling shall be as under this Agreement or as otherwise agreed (and such obligation shall be included in the transfer agreement executed by Franchisee and the Transferee); (h) the Transferee and such owners of an entity Transferee as FRANCHISOR may request, must execute a guarantee of the Transferee’s obligations to FRANCHISOR and its Affiliates. For the purposes of determining compliance, FRANCHISOR shall have the right to examine and approve the form and content of all governing documents of the entity Transferee (and such right shall be included in the transfer agreement executed by Franchisee and the Transferee); (i) Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Txx Hortons Marks and shall cooperate with FRANCHISOR in effecting the cancellation of entries of Franchisee as a registered user with the relevant registry; (j) the Transferee must enter into any registered user agreements required by FRANCHISOR authorizing and permitting the use of the Txx Hortons Marks; (k) the Transferee’s General Manager and Operations Director and/or such other relevant persons as determined by FRANCHISOR must have satisfactorily completed, at their expense, FRANCHISOR's training program for new franchisees on or before the Transfer Date unless the persons in those roles are the same persons who occupied those roles for Franchisee prior to the Transfer Date; (l) Franchisee must pay a transfer fee in the amount of [****] (the “Transfer Fee”) to FRANCHISOR before the Transfer Date. The Transfer Fee is payable in respect of any Transfer restricted by clause 14; (m) FRANCHISOR is satisfied, in its reasonable business judgment, that the Franchised Restaurants and the consummation of the contemplated transaction(s) will create sufficient cash flow after payment of debt service and other amounts necessary for reinvestment in the business for repairs or remodeling the Franchised Restaurant and Location, to permit the prospective Transferee to meet its financial commitments generally as well as the prospective Transferee’s obligations under this Agreement; (n) If Franchisee or any Affiliate proposes to Transfer only the real estate at the Franchised Restaurant, FRANCHISOR is satisfied, in its reasonable business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards FRANCHISOR applies to newly developed Txx Hortons Restaurants; and (o) such legal documentation as is required by FRANCHISOR must be executed, including a general release executed by Franchisee, in a form satisfactory to FRANCHISOR, of any and all Claims against FRANCHISOR, its Affiliates, and their respective officers, directors, agents and employees. FRANCHISOR will use reasonable efforts to provide a response to a proposed Transfer within sixty (60) days of receipt by FRANCHISOR of Franchisee’s notice of the proposed Transfer and the furnishing of all reasonably requested information and documentation.

Conditions for Consent. Except to the extent any Transfer is permitted pursuant to clause 14.1 above, in In determining whether or not to grant approval to a proposed Transfer of any Interest interest referred to in clause 14.1 for which approval of FRANCHISOR is required to be obtained14.1, FRANCHISOR BKE may consider any relevant matter in its reasonable sole discretion, including, without limitation, the protection of the Txx Hortons Burger King System, the protection of FRANCHISOR BKE and its Affiliates, and the orderly and proper operation and development of other Txx Hortons Burger King Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, FRANCHISOR BKE may impose or consider the following conditions for granting its consent to the proposed Transfer, as FRANCHISOR BKE may deem appropriate in its sole discretion: (a) all material obligations of Franchisee that are due but not yet fulfilled to FRANCHISOR BKE and its Affiliates, whether arising under this Agreement or otherwise (including, without limitation, all monetary obligations and all repair, maintenance, refurbishment and upgrade obligations) must be satisfied on or before the Transfer Date; (b) all material obligations of Franchisee that are due but not yet fulfilled to third parties arising out of the conduct of the Franchised Restaurant including including, but not limited to, obligations owed to suppliers and distributors must be satisfied on or before the Transfer Date; (c) Franchisee and its Affiliates are not in default of any material provisions of this Agreement or any other agreement with FRANCHISOR BKE or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as FRANCHISOR BKE may request), in FRANCHISORBKE’s reasonable sole judgment, satisfies all of FRANCHISORBKE’s business standards and requirements; has the aptitude and ability to operate the Franchised Restaurant; has adequate financial resources and capital to do so; and must complete and be approved through FRANCHISOR's BKE’s standard franchisee application and selection process including satisfactorily demonstrating to FRANCHISOR BKE that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as FRANCHISOR BKE shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of FRANCHISOR BKE at its corporate offices or such other location as may be reasonably requested by FRANCHISORBKE. Without limiting the grounds on which it will be reasonable for FRANCHISOR BKE to withhold its consent to any Transfer, FRANCHISOR BKE may withhold its consent to any proposed Transfer where: (i) the Transferee or any Affiliate of the Transferee carries on activities of a kind described in clause section 17 (Restrictive Covenant), or (ii) in the reasonable sole judgment of FRANCHISORBKE, the Transfer would result in the Transferee having a disproportionately large ownership of Txx Hortons Burger King Restaurants compared to its financial capabilitywith the number of Burger King Restaurants operated by all franchisees in the Burger King System in [insert name of country]; (e) Transfers to existing franchisees in the Txx Hortons Burger King System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. FRANCHISOR BKE reserves the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in FRANCHISORBKE’s reasonable sole discretion: (i) the current geographic scope and proximity of the prospective Transferee’s operations; (ii) the physical and operational condition, opportunities and obligations present in the prospective Transferee’s existing market(s) and Txx Hortons Burger King Restaurants; (iii) the penetration level of Txx Hortons Burger King Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Txx Hortons Burger King Restaurants and the extent to which the prospective Transferee properly integrated those Txx Hortons Burger King Restaurants into its organization and resolved material issues arising from or related to such previous acquisition; (f) the form, material terms and conditions in the Transfer agreement must be reasonably acceptable to FRANCHISORBKE; (g) the Transferee (and such other entities as BKE may require as principals and co-debtors) must execute FRANCHISOR's BKE’s then current form of franchise agreement for a term equal to the remainder of the Agreement Term, Term except that the Royalty and Advertising Contribution shall be the same as set out in this Agreement, no further Franchise Fee franchise fee will be payable for the remainder of the Agreement Termpayable, and the timing for required remodeling shall be as under this Agreement or as otherwise agreed (and such obligation shall be included in the transfer agreement executed by Franchisee and the Transferee)agreed; (h) the Transferee and such owners of an entity the corporate Transferee as FRANCHISOR BKE may request, must execute a guarantee of the Transferee’s obligations to FRANCHISOR BKE and its AffiliatesAffiliates according to article 111 of the Swiss Code of Obligations. For the purposes of determining compliance, FRANCHISOR BKE shall have the right to examine and approve the form and content of all governing documents of the entity Transferee (and such right shall be included in the transfer agreement executed by Franchisee and the corporate Transferee); (i) if applicable, Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Txx Hortons Burger King Marks and shall cooperate co-operate with FRANCHISOR BKE in effecting the cancellation of entries of Franchisee as a registered user with the relevant registry; (j) if applicable, the Transferee must enter into any registered user agreements required by FRANCHISOR BKE authorizing and permitting the use of the Txx Hortons Burger King Marks; (k) the Transferee’s General Manager Managing Owner and Operations Director and/or such other relevant persons as determined by FRANCHISOR BKE must have satisfactorily completed, at their expense, FRANCHISOR's BKE’s training program for new franchisees on or before the Transfer Date unless the persons in those roles are the same persons who occupied those roles for Franchisee prior to the Transfer Datedate of Transfer; (l) Franchisee must pay a transfer fee in the amount of [****] (the “Transfer Fee”) Fee to FRANCHISOR BKE before the Transfer Date. The Transfer Fee is payable in respect of any Transfer restricted Transfer, whether by clause 14Franchisee or a Principal; (m) FRANCHISOR BKE is satisfied, in its reasonable sole business judgment, that the Franchised Restaurants Restaurant and the consummation of the contemplated transaction(s) will create sufficient cash flow after payment of debt service and other amounts necessary for reinvestment in the business for repairs or remodeling the Franchised Restaurant and Location, to permit the prospective Transferee transferee to meet its financial commitments generally as well as the prospective Transfereetransferee’s obligations under this Agreement; (n) If if Franchisee or any Affiliate proposes to Transfer only the real estate at the Franchised Restaurant, FRANCHISOR BKE is satisfied, in its reasonable sole business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards FRANCHISOR BKE applies to newly developed Txx Hortons Burger King Restaurants; and. (o) such legal documentation as is required by FRANCHISOR BKE must be executed, including a general release executed by FranchiseeFranchisee and each Co-Debtor, in a form satisfactory to FRANCHISORBKE, of any and all Claims claims against FRANCHISORBKE, its Affiliates, and their respective officers, directors, agents and employees. FRANCHISOR ; and BKE will use reasonable efforts to provide a response to a proposed Transfer within sixty (60) 90 days of receipt by FRANCHISOR BKE of Franchisee’s notice of the proposed Transfer and the furnishing of all reasonably requested information and documentation.

Conditions for Consent. Except to the extent any Transfer is permitted pursuant to clause 14.1 aboveabove (a “Permitted Transfer”), in determining whether or not to grant approval to a proposed Transfer of any Interest referred to in clause 14.1 for which approval of FRANCHISOR is required to be obtained, FRANCHISOR may consider any relevant matter in its reasonable discretion, including, without limitation, the protection of the Txx Hortons Popeyes System, the protection of FRANCHISOR and its Affiliates, and the orderly and proper operation and development of other Txx Hortons Popeyes Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of In addition to the foregoing, FRANCHISOR (i) may impose or consider any of the following conditions for granting its consent to the proposed Transfer (other than a Permitted Transfer), as FRANCHISOR may deem appropriate in its sole discretion, and (ii) may impose the conditions set forth in (a), (c), (k), (l) and (o) below in connection with a Permitted Transfer: (a) all material obligations of Franchisee that are due but not yet fulfilled to FRANCHISOR and its Affiliates, whether arising under this Agreement or otherwise (including, without limitation, all monetary obligations and all repair, maintenance, refurbishment and upgrade obligations) must be satisfied on or before the Transfer Date; (b) all material obligations of Franchisee that are due but not yet fulfilled to third parties arising out of the conduct of the Franchised Restaurant including obligations owed to suppliers and distributors must be satisfied on or before the Transfer Date; (c) Franchisee and its Affiliates are not in default of any material provisions of this Agreement or any other agreement with FRANCHISOR or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as FRANCHISOR may request), in FRANCHISOR’s reasonable judgment, satisfies all of FRANCHISOR’s business standards and requirements; has the aptitude and ability to operate the Franchised Restaurant; has adequate financial resources and capital to do so; and must complete and be approved through FRANCHISOR's standard franchisee application and selection process including satisfactorily demonstrating to FRANCHISOR that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as FRANCHISOR shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of FRANCHISOR at its corporate offices or such other location as may be reasonably requested by FRANCHISOR. Without limiting the grounds on which it will be reasonable for FRANCHISOR to withhold its consent to any Transfer, FRANCHISOR may withhold its consent to any proposed Transfer where: (i) the Transferee or any Affiliate of the Transferee carries on activities of a kind described in clause 17 (Restrictive Covenant), or (ii) in the reasonable judgment of FRANCHISOR, the Transfer would result in the Transferee having a disproportionately large ownership of Txx Hortons Popeyes Restaurants compared to its financial capability;; CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. (e) Transfers to existing franchisees in the Txx Hortons Popeyes System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. FRANCHISOR reserves the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in FRANCHISOR’s reasonable discretion: (i) the current geographic scope and proximity of the prospective Transferee’s operations; (ii) the physical and operational condition, opportunities and obligations present in the prospective Transferee’s existing market(s) and Txx Hortons Popeyes Restaurants; (iii) the penetration level of Txx Hortons Popeyes Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Txx Hortons Popeyes Restaurants and the extent to which the prospective Transferee properly integrated those Txx Hortons Popeyes Restaurants into its organization and resolved material issues arising from or related to such previous acquisition; (f) the form, material terms and conditions in the Transfer agreement must be reasonably acceptable to FRANCHISOR; (g) the Transferee must execute FRANCHISOR's then current form of franchise agreement for a term equal to the remainder of the Agreement Term, except that no further Franchise Fee will be payable for the remainder of the Agreement Term, and the timing for required remodeling shall be as under this Agreement or as otherwise agreed (and such obligation shall be included in the transfer agreement executed by Franchisee and the Transferee); (h) the Transferee and such owners of an entity Transferee as FRANCHISOR may request, must execute a guarantee of the Transferee’s obligations to FRANCHISOR and its Affiliates. For the purposes of determining compliance, FRANCHISOR shall have the right to examine and approve the form and content of all governing documents of the entity Transferee (and such right shall be included in the transfer agreement executed by Franchisee and the Transferee); (i) Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Txx Hortons Popeyes Marks and shall cooperate with FRANCHISOR in effecting the cancellation of entries of Franchisee as a registered user with the relevant registry; (j) the Transferee must enter into any registered user agreements required by FRANCHISOR authorizing and permitting the use of the Txx Hortons Popeyes Marks; (k) the Transferee’s General Manager and Operations Director and/or such other relevant persons as determined by FRANCHISOR must have satisfactorily completed, at their expense, FRANCHISOR's training program for new franchisees on or before the Transfer Date unless the persons in those roles are the same persons who occupied those roles for Franchisee prior to the Transfer Date; (l) Franchisee must pay a transfer fee in the amount of [****] US$10,000.00 with respect to the first Franchised Restaurant Transferred, and $500.00 with respect to each additional Franchised Restaurant Transferred in the same transaction (the “Transfer Fee”) to FRANCHISOR before the Transfer Date. The Transfer Fee is payable in respect of any Transfer restricted by clause 14Transfer, including a Permitted Transfer; (m) FRANCHISOR is satisfied, in its reasonable business judgment, that the Franchised Restaurants and the consummation of the contemplated transaction(s) will create sufficient cash flow after payment of debt service and other amounts necessary for reinvestment in the business for repairs or remodeling the Franchised Restaurant and Location, to permit the prospective Transferee to meet its financial commitments generally as well as the prospective Transferee’s obligations under this Agreement; (n) If if Franchisee or any Affiliate proposes to Transfer only the real estate at the Franchised Restaurant, FRANCHISOR is satisfied, in its reasonable business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards FRANCHISOR applies to newly developed Txx Hortons Popeyes Restaurants; andand CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. (o) such legal documentation as is required by FRANCHISOR must be executed, including a general release executed by Franchisee, in a form satisfactory to FRANCHISOR, of any and all Claims against FRANCHISOR, its Affiliates, and their respective officers, directors, agents and employees. FRANCHISOR will use reasonable efforts to provide a response to a proposed Transfer within sixty (60) days of receipt by FRANCHISOR of Franchisee’s notice of the proposed Transfer and the furnishing of all reasonably requested information and documentation.

Conditions for Consent. Except to the extent any Transfer is permitted pursuant to clause 14.1 above, in determining whether or Franchisor shall not to grant approval to a proposed Transfer of any Interest referred to in clause 14.1 for which approval of FRANCHISOR is required to be obtained, FRANCHISOR may consider any relevant matter in its reasonable discretion, including, without limitation, the protection of the Txx Hortons System, the protection of FRANCHISOR and its Affiliates, and the orderly and proper operation and development of other Txx Hortons Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, FRANCHISOR may impose or consider the following conditions for granting its consent to the proposed Transfer, as FRANCHISOR may deem appropriate in its sole discretion: (a) all material obligations of Franchisee that are due but not yet fulfilled to FRANCHISOR and its Affiliates, whether arising under this Agreement or otherwise (including, without limitation, all monetary obligations and all repair, maintenance, refurbishment and upgrade obligations) must be satisfied on or before the Transfer Date; (b) all material obligations of Franchisee that are due but not yet fulfilled to third parties arising out of the conduct of the Franchised Restaurant including obligations owed to suppliers and distributors must be satisfied on or before the Transfer Date; (c) Franchisee and its Affiliates are not in default of any material provisions of this Agreement or any other agreement with FRANCHISOR or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as FRANCHISOR may request), in FRANCHISOR’s reasonable judgment, satisfies all of FRANCHISOR’s business standards and requirements; has the aptitude and ability to operate the Franchised Restaurant; has adequate financial resources and capital to do so; and must complete and be approved through FRANCHISOR's standard franchisee application and selection process including satisfactorily demonstrating to FRANCHISOR that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as FRANCHISOR shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of FRANCHISOR at its corporate offices or such other location as may be reasonably requested by FRANCHISOR. Without limiting the grounds on which it will be reasonable for FRANCHISOR to unreasonably withhold ---------------------- its consent to any Transfertransfer referred to in Section 14.02., FRANCHISOR may withhold when requested; provided, however, that prior to the time of transfer; A. All of Franchisee's accrued monetary obligations to Franchisor and its consent subsidiaries and affiliates shall have been satisfied; B. Franchisee shall have agreed to any proposed Transfer where: (i) remain obligated under the Transferee or any Affiliate covenants contained in Section XIII hereof as if this Agreement had been terminated on the date of the Transferee carries on activities transfer; C. The transferee must be of a kind described in clause 17 (Restrictive Covenant)good moral character and reputation, or (ii) in the reasonable judgment of FRANCHISORthe Franchisor; D. The Franchisor shall have determined, the Transfer would result in the Transferee having a disproportionately large ownership of Txx Hortons Restaurants compared to its financial capability; (e) Transfers to existing franchisees in satisfaction, that the Txx Hortons System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. FRANCHISOR reserves transferee's qualifications meet the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in FRANCHISOR’s reasonable discretion: (i) the current geographic scope and proximity of the prospective Transferee’s operations; (ii) the physical and operational condition, opportunities and obligations present in the prospective Transferee’s existing market(s) and Txx Hortons Restaurants; (iii) the penetration level of Txx Hortons Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Txx Hortons Restaurants and the extent to which the prospective Transferee properly integrated those Txx Hortons Restaurants into its organization and resolved material issues arising from or related to such previous acquisition; (f) the form, material terms and conditions in the Transfer agreement must be reasonably acceptable to FRANCHISOR; (g) the Transferee must execute FRANCHISORFranchisor's then current form of franchise agreement criteria for a term equal to the remainder of the Agreement Term, except that no further Franchise Fee will be payable for the remainder of the Agreement Term, and the timing for required remodeling shall be as under this Agreement or as otherwise agreed (and such obligation shall be included in the transfer agreement executed by new franchisees; E. Franchisee and the Transferee); (h) the Transferee and such owners of an entity Transferee as FRANCHISOR may request, must transferee shall execute a guarantee of the Transferee’s obligations to FRANCHISOR and its Affiliates. For the purposes of determining compliance, FRANCHISOR shall have the right to examine and approve the form and content of all governing documents of the entity Transferee (and such right shall be included in the transfer agreement executed by Franchisee and the Transferee); (i) Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Txx Hortons Marks and shall cooperate with FRANCHISOR in effecting the cancellation of entries of Franchisee as a registered user with the relevant registry; (j) the Transferee must enter into any registered user agreements required by FRANCHISOR authorizing and permitting the use of the Txx Hortons Marks; (k) the Transferee’s General Manager and Operations Director and/or such other relevant persons as determined by FRANCHISOR must have satisfactorily completed, at their expense, FRANCHISOR's training program for new franchisees on or before the Transfer Date unless the persons in those roles are the same persons who occupied those roles for Franchisee prior to the Transfer Date; (l) Franchisee must pay a transfer fee in the amount of [****] (the “Transfer Fee”) to FRANCHISOR before the Transfer Date. The Transfer Fee is payable in respect of any Transfer restricted by clause 14; (m) FRANCHISOR is satisfied, in its reasonable business judgment, that the Franchised Restaurants and the consummation of the contemplated transaction(s) will create sufficient cash flow after payment of debt service and other amounts necessary for reinvestment in the business for repairs or remodeling the Franchised Restaurant and Location, to permit the prospective Transferee to meet its financial commitments generally as well as the prospective Transferee’s obligations under this Agreement; (n) If Franchisee or any Affiliate proposes to Transfer only the real estate at the Franchised Restaurant, FRANCHISOR is satisfied, in its reasonable business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards FRANCHISOR applies to newly developed Txx Hortons Restaurants; and (o) such legal documentation as is required by FRANCHISOR must be executed, including a general release executed by Franchiseewritten assignment, in a form satisfactory to FRANCHISORFranchisor, pursuant to which the transferee shall assume all of the obligations of Franchisee under this Agreement and Franchisee shall unconditionally release any and all Claims claims Franchisee might have against FRANCHISOR, its Affiliates, and their respective officers, directors, agents and employees. FRANCHISOR will use reasonable efforts to provide a response to a proposed Transfer within sixty (60) days of receipt by FRANCHISOR of Franchisee’s notice Franchisor as of the proposed Transfer date of the assignment; F. The transferee shall execute the then-current form of Franchise Agreement and such other then-current ancillary agreements as Franchisor may reasonably require. The then-current form of Franchise Agreement may have significantly different provisions including, without limitation, a higher royalty fee and advertising contribution than that contained in this Agreement. The then-current form of Franchise Agreement will expire on the furnishing expiration date of this Agreement and will contain the same renewal rights, if any, as are available to Franchisee herein; G. The transferee shall agree at its sole cost and expense, to (i) complete a Franchised Unit Renovation, within the time frame required by Franchisor, unless a Franchised Unit Renovation was completed within three (3) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the training course then in effect for new franchisees. If the Franchised Unit is the transferee's first CINNABON Bakery, the transferee shall pay to Franchisor the then-standard Training Fee; I. If the transferee is a partnership, the partnership agreement shall provide that further assignments or transfers of any interest in the partnership are subject to all reasonably requested information restrictions imposed upon assignments and documentationtransfers in this Agreement; J. Franchisee shall, at Franchisor's option and request, execute a written guarantee of the transferee's obligations under the Agreement, which guarantee shall not exceed a period of three (3) years from the date of transfer. K. The Franchisee shall pay to Franchisor a transfer fee of Five Thousand Dollars ($5,000), to cover Franchisor's administrative expenses in connection with the transfer; however no additional franchise fee shall be charged by Franchisor for a transfer. If the transferee is (i) a corporation formed by Franchisee for the convenience of ownership and in which the Franchisee is the sole shareholder, or (ii) an existing Franchisee under this Agreement, no transfer fee shall be required.

Conditions for Consent. Except to the extent any Transfer is permitted pursuant to clause 14.1 above, in determining whether or Franchisor shall not to grant approval to a proposed Transfer of any Interest referred to in clause 14.1 for which approval of FRANCHISOR is required to be obtained, FRANCHISOR may consider any relevant matter in its reasonable discretion, including, without limitation, the protection of the Txx Hortons System, the protection of FRANCHISOR and its Affiliates, and the orderly and proper operation and development of other Txx Hortons Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, FRANCHISOR may impose or consider the following conditions for granting its consent to the proposed Transfer, as FRANCHISOR may deem appropriate in its sole discretion: (a) all material obligations of Franchisee that are due but not yet fulfilled to FRANCHISOR and its Affiliates, whether arising under this Agreement or otherwise (including, without limitation, all monetary obligations and all repair, maintenance, refurbishment and upgrade obligations) must be satisfied on or before the Transfer Date; (b) all material obligations of Franchisee that are due but not yet fulfilled to third parties arising out of the conduct of the Franchised Restaurant including obligations owed to suppliers and distributors must be satisfied on or before the Transfer Date; (c) Franchisee and its Affiliates are not in default of any material provisions of this Agreement or any other agreement with FRANCHISOR or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as FRANCHISOR may request), in FRANCHISOR’s reasonable judgment, satisfies all of FRANCHISOR’s business standards and requirements; has the aptitude and ability to operate the Franchised Restaurant; has adequate financial resources and capital to do so; and must complete and be approved through FRANCHISOR's standard franchisee application and selection process including satisfactorily demonstrating to FRANCHISOR that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as FRANCHISOR shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of FRANCHISOR at its corporate offices or such other location as may be reasonably requested by FRANCHISOR. Without limiting the grounds on which it will be reasonable for FRANCHISOR to unreasonably withhold its consent to any Transfertransfer referred to in Section 14.02. hereof, FRANCHISOR may withhold when requested; provided, however, that prior to the time of transfer; A. All of Franchisee's accrued monetary obligations to Franchisor and its consent subsidiaries and affiliates shall have been satisfied; B. Franchisee shall have agreed to any proposed Transfer where: (i) remain obligated under the Transferee or any Affiliate covenants contained in Section XIII hereof as if this Agreement had been terminated on the date of the Transferee carries on activities transfer; C. The transferee must be of a kind described in clause 17 (Restrictive Covenant)good moral character and reputation, or (ii) in the reasonable judgment of FRANCHISORthe Franchisor; D. The Franchisor shall have determined, the Transfer would result in the Transferee having a disproportionately large ownership of Txx Hortons Restaurants compared to its financial capability; (e) Transfers to existing franchisees in satisfaction, that the Txx Hortons System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. FRANCHISOR reserves transferee's qualifications meet the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in FRANCHISOR’s reasonable discretion: (i) the current geographic scope and proximity of the prospective Transferee’s operations; (ii) the physical and operational condition, opportunities and obligations present in the prospective Transferee’s existing market(s) and Txx Hortons Restaurants; (iii) the penetration level of Txx Hortons Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Txx Hortons Restaurants and the extent to which the prospective Transferee properly integrated those Txx Hortons Restaurants into its organization and resolved material issues arising from or related to such previous acquisition; (f) the form, material terms and conditions in the Transfer agreement must be reasonably acceptable to FRANCHISOR; (g) the Transferee must execute FRANCHISORFranchisor's then current form of franchise agreement criteria for a term equal to the remainder of the Agreement Term, except that no further Franchise Fee will be payable for the remainder of the Agreement Term, and the timing for required remodeling shall be as under this Agreement or as otherwise agreed (and such obligation shall be included in the transfer agreement executed by new franchisees; E. Franchisee and the Transferee); (h) the Transferee and such owners of an entity Transferee as FRANCHISOR may request, must transferee shall execute a guarantee of the Transferee’s obligations to FRANCHISOR and its Affiliates. For the purposes of determining compliance, FRANCHISOR shall have the right to examine and approve the form and content of all governing documents of the entity Transferee (and such right shall be included in the transfer agreement executed by Franchisee and the Transferee); (i) Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Txx Hortons Marks and shall cooperate with FRANCHISOR in effecting the cancellation of entries of Franchisee as a registered user with the relevant registry; (j) the Transferee must enter into any registered user agreements required by FRANCHISOR authorizing and permitting the use of the Txx Hortons Marks; (k) the Transferee’s General Manager and Operations Director and/or such other relevant persons as determined by FRANCHISOR must have satisfactorily completed, at their expense, FRANCHISOR's training program for new franchisees on or before the Transfer Date unless the persons in those roles are the same persons who occupied those roles for Franchisee prior to the Transfer Date; (l) Franchisee must pay a transfer fee in the amount of [****] (the “Transfer Fee”) to FRANCHISOR before the Transfer Date. The Transfer Fee is payable in respect of any Transfer restricted by clause 14; (m) FRANCHISOR is satisfied, in its reasonable business judgment, that the Franchised Restaurants and the consummation of the contemplated transaction(s) will create sufficient cash flow after payment of debt service and other amounts necessary for reinvestment in the business for repairs or remodeling the Franchised Restaurant and Location, to permit the prospective Transferee to meet its financial commitments generally as well as the prospective Transferee’s obligations under this Agreement; (n) If Franchisee or any Affiliate proposes to Transfer only the real estate at the Franchised Restaurant, FRANCHISOR is satisfied, in its reasonable business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards FRANCHISOR applies to newly developed Txx Hortons Restaurants; and (o) such legal documentation as is required by FRANCHISOR must be executed, including a general release executed by Franchiseewritten assignment, in a form satisfactory to FRANCHISORFranchisor, pursuant to which the transferee shall assume all of the obligations of Franchisee under this Agreement and Franchisee shall unconditionally release any and all Claims claims Franchisee might have against FRANCHISOR, its Affiliates, and their respective officers, directors, agents and employees. FRANCHISOR will use reasonable efforts to provide a response to a proposed Transfer within sixty (60) days of receipt by FRANCHISOR of Franchisee’s notice Franchisor as of the proposed Transfer date of the assignment; F. The transferee shall execute the then-current form of SEATTLE'S BEST COFFEE Franchise Agreement and such other then-current ancillary agreements as Franchisor may reasonably require. The then-current form of Franchise Agreement may have significantly different provisions including, without limitation, a higher royalty fee and advertising contribution than that contained in this Agreement. The then-current form of Franchise Agreement will expire on the furnishing expiration date of this Agreement and will contain the same renewal rights, if any, as are available to Franchisee herein; G. The transferee shall agree at its sole cost and expense, to (i) complete a Franchised Unit Renovation (as defined in Section 10.01.C herein), within the time frame required by Franchisor, unless a Franchised Unit Renovation was <PAGE> completed within three (3) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the SBC training course then in effect for new SBC franchisees. If the Franchised Unit is the transferee's first SBC Retail Unit, the transferee shall pay to Franchisor the then-standard Training Fee; I. If the transferee is a partnership or limited liability company, the partnership agreement or limited liability company organizational documents shall provide that further assignments or transfers of any interest in the partnership or limited liability company, respectively, are subject to all reasonably requested information restrictions imposed upon assignments and documentationtransfers in this Agreement; J. Franchisee shall, at Franchisor's option and request, execute a written guarantee of the transferee's obligations under the Agreement, which guarantee shall not exceed a period of three (3) years from the date of transfer; and all principals of the transferee shall also guarantee Franchisee's obligations hereunder, and K. The Franchisee or transferee shall pay to Franchisor a transfer processing fee of Two Thousand Five Hundred Dollars ($2,500), to cover Franchisor's administrative expenses in connection with the transfer and a training fee in the amount of Five Thousand Dollars ($5,000); however no additional franchise fee shall be charged by Franchisor for a transfer. If the transferee is (i) a corporation or limited liability company formed by Franchisee for the convenience of ownership and in which the Franchisee is the sole shareholder or limited liability company member, or (ii) an existing Franchisee under this Agreement, no transfer processing fee and/or training fee shall be required.

Conditions for Consent. Except to the extent any Transfer is permitted pursuant to clause 14.1 above, in determining whether or Franchisor shall not to grant approval to a proposed Transfer of any Interest referred to in clause 14.1 for which approval of FRANCHISOR is required to be obtained, FRANCHISOR may consider any relevant matter in its reasonable discretion, including, without limitation, the protection of the Txx Hortons System, the protection of FRANCHISOR and its Affiliates, and the orderly and proper operation and development of other Txx Hortons Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, FRANCHISOR may impose or consider the following conditions for granting its consent to the proposed Transfer, as FRANCHISOR may deem appropriate in its sole discretion: (a) all material obligations of Franchisee that are due but not yet fulfilled to FRANCHISOR and its Affiliates, whether arising under this Agreement or otherwise (including, without limitation, all monetary obligations and all repair, maintenance, refurbishment and upgrade obligations) must be satisfied on or before the Transfer Date; (b) all material obligations of Franchisee that are due but not yet fulfilled to third parties arising out of the conduct of the Franchised Restaurant including obligations owed to suppliers and distributors must be satisfied on or before the Transfer Date; (c) Franchisee and its Affiliates are not in default of any material provisions of this Agreement or any other agreement with FRANCHISOR or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as FRANCHISOR may request), in FRANCHISOR’s reasonable judgment, satisfies all of FRANCHISOR’s business standards and requirements; has the aptitude and ability to operate the Franchised Restaurant; has adequate financial resources and capital to do so; and must complete and be approved through FRANCHISOR's standard franchisee application and selection process including satisfactorily demonstrating to FRANCHISOR that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as FRANCHISOR shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of FRANCHISOR at its corporate offices or such other location as may be reasonably requested by FRANCHISOR. Without limiting the grounds on which it will be reasonable for FRANCHISOR to unreasonably withhold its consent to any Transfer, FRANCHISOR may withhold its consent transfer referred to any proposed Transfer where: (i) in this Section hereof for the Transferee or any Affiliate remainder of the Transferee carries term hereof, when requested; provided, however, that prior to the time of transfer: A. Developer shall not be in default of the Development Schedule; B. The transfer must be in conjunction with a simultaneous transfer to the same transferee of all Franchised Units operated by Developer under Chesapeake Bagel Bakery System within the same DMA('s) as the remaining development options; C. All of Developer's accrued monetary obligations to Franchisor and its subsidiaries and affiliates shall have been satisfied; D. Developer shall have agreed to remain obligated under the covenants contained in Sections VII and VIII hereof as if this Agreement had been terminated on activities the date of a kind described in clause 17 (Restrictive Covenant)the transfer; E. The transferee must be of good moral character and reputation, or (ii) in the reasonable judgment of FRANCHISOR, the Transfer would result in the Transferee having a disproportionately large ownership of Txx Hortons Restaurants compared to its financial capabilityFranchisor; (e) Transfers F. The transferee shall have demonstrated to existing franchisees in the Txx Hortons System may be subject to conditions materially different from Franchisor's satisfaction, by meeting with the Franchisor or in addition to conditions with respect to other Transfers. FRANCHISOR reserves otherwise at Franchisor's option, that the right to disapprove a Transfer based upon (without limitation) any of transferee's qualifications meet the following considerations, in FRANCHISOR’s reasonable discretion: (i) the current geographic scope and proximity of the prospective Transferee’s operations; (ii) the physical and operational condition, opportunities and obligations present in the prospective Transferee’s existing market(s) and Txx Hortons Restaurants; (iii) the penetration level of Txx Hortons Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Txx Hortons Restaurants and the extent to which the prospective Transferee properly integrated those Txx Hortons Restaurants into its organization and resolved material issues arising from or related to such previous acquisition; (f) the form, material terms and conditions in the Transfer agreement must be reasonably acceptable to FRANCHISOR; (g) the Transferee must execute FRANCHISORFranchisor's then current form of franchise agreement criteria for a term equal to the remainder of the Agreement Term, except that no further Franchise Fee will be payable for the remainder of the Agreement Term, and the timing for required remodeling shall be as under this Agreement or as otherwise agreed (and such obligation shall be included in the transfer agreement executed by Franchisee and the Transferee)new developers; (h) the Transferee and such owners of an entity Transferee as FRANCHISOR may request, G. The parties must execute a guarantee of the Transferee’s obligations to FRANCHISOR and its Affiliates. For the purposes of determining compliance, FRANCHISOR shall have the right to examine and approve the form and content of all governing documents of the entity Transferee (and such right shall be included in the transfer agreement executed by Franchisee and the Transferee); (i) Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Txx Hortons Marks and shall cooperate with FRANCHISOR in effecting the cancellation of entries of Franchisee as a registered user with the relevant registry; (j) the Transferee must enter into any registered user agreements required by FRANCHISOR authorizing and permitting the use of the Txx Hortons Marks; (k) the Transferee’s General Manager and Operations Director and/or such other relevant persons as determined by FRANCHISOR must have satisfactorily completed, at their expense, FRANCHISOR's training program for new franchisees on or before the Transfer Date unless the persons in those roles are the same persons who occupied those roles for Franchisee prior to the Transfer Date; (l) Franchisee must pay a transfer fee in the amount of [****] (the “Transfer Fee”) to FRANCHISOR before the Transfer Date. The Transfer Fee is payable in respect of any Transfer restricted by clause 14; (m) FRANCHISOR is satisfied, in its reasonable business judgment, that the Franchised Restaurants and the consummation of the contemplated transaction(s) will create sufficient cash flow after payment of debt service and other amounts necessary for reinvestment in the business for repairs or remodeling the Franchised Restaurant and Location, to permit the prospective Transferee to meet its financial commitments generally as well as the prospective Transferee’s obligations under this Agreement; (n) If Franchisee or any Affiliate proposes to Transfer only the real estate at the Franchised Restaurant, FRANCHISOR is satisfied, in its reasonable business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards FRANCHISOR applies to newly developed Txx Hortons Restaurants; and (o) such legal documentation as is required by FRANCHISOR must be executed, including a general release executed by Franchiseewritten assignment, in a form satisfactory to FRANCHISORFranchisor, pursuant to which the transferee shall assume all of the obligations of the individual or entity which is the transferor under this Agreement and pursuant to which Developer shall generally release any and all Claims claims it might have against FRANCHISOR, its Affiliates, and their respective officers, directors, agents and employees. FRANCHISOR will use reasonable efforts to provide a response to a proposed Transfer within sixty (60) days of receipt by FRANCHISOR of Franchisee’s notice Franchisor as of the proposed Transfer date of the assignment; H. The transferee must, at Franchisor's option, execute the then-current form of Development Agreement and such other then-current ancillary agreements as Franchisor may reasonably require. The then- current form of Development Agreement may have significantly different provisions, provided, however, that Exhibits A and B hereto shall be Exhibits A and B to such development agreement; I. If the furnishing transferee is a partnership, the partnership agreement shall provide that further assignments or transfers of any interest in the partnership are subject to all reasonably requested information restrictions imposed upon assignments and documentationtransfers in this Agreement; J. Developer shall, at Franchisor's option and request, execute a written guarantee of the transferee's obligations under the Agreement, which such guarantee shall not exceed a period of three (3) years from the date of transfer; and K. The Developer or the transferee shall have paid to Franchisor a transfer fee of Five Thousand Dollars ($5,000), to cover Franchisor's administrative expenses in connection with the transfer, but no development fees shall be charged by Franchisor for a transfer. If the transferee is a corporation formed by Developer for the convenience of ownership and in which the Developer is the sole shareholder, no transfer fee shall be required.

Conditions for Consent. Except to the extent any Transfer is permitted pursuant to clause 14.1 above, in In determining whether or not to grant approval to a proposed Transfer of any Interest referred to in clause 14.1 for which approval of FRANCHISOR is required to be obtained13.1, FRANCHISOR may consider any relevant matter in its reasonable sole discretion, including, without limitation, the protection of the Txx Hortons Burger King System, the protection of FRANCHISOR and its Affiliates, and the orderly and proper operation and development of other Txx Hortons Burger King Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, FRANCHISOR may impose or consider the following conditions for granting its consent to the proposed Transfer, as FRANCHISOR may deem appropriate in its sole discretion: (a) all material obligations of Franchisee that are due but not yet fulfilled to FRANCHISOR and its Affiliates, whether arising under this Agreement or otherwise (including, without limitation, all monetary obligations and all repair, maintenance, refurbishment and upgrade obligations) must be satisfied on or before the Transfer Date; (b) all material obligations of Franchisee that are due but not yet fulfilled to third parties arising out of the conduct of the Franchised Restaurant including including, but not limited to, obligations owed to suppliers and distributors must be satisfied on or before the Transfer Date; (c) Franchisee and its Affiliates are not in default of any material provisions of this Agreement or any other agreement with FRANCHISOR or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as FRANCHISOR may request), in FRANCHISOR’s reasonable sole judgment, satisfies all of FRANCHISOR’s business standards and requirements; has the aptitude and ability to operate the Franchised Restaurant; has adequate financial resources and capital to do so; and must complete and be approved through FRANCHISOR's ’s standard franchisee application and selection process including satisfactorily demonstrating to FRANCHISOR that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as FRANCHISOR shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of FRANCHISOR at its corporate offices or such other location as may be reasonably requested by FRANCHISOR. Without limiting the grounds on which it will be reasonable for FRANCHISOR to withhold its consent to any Transfer, FRANCHISOR may withhold its consent to any proposed Transfer where: (i) the Transferee or any Affiliate of the Transferee carries on activities of a kind described in clause 17 section 16 (Restrictive Covenant), or (ii) in the reasonable sole judgment of FRANCHISOR, the Transfer would result in the Transferee having a disproportionately large ownership of Txx Hortons Burger King Restaurants compared to with the number of Burger King Restaurants operated by all franchisees in the Burger King System in China(excluding those operated by FRANCHISOR or its financial capability;Affiliates). (e) Transfers to existing franchisees in the Txx Hortons Burger King System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. FRANCHISOR reserves the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in FRANCHISOR’s reasonable sole discretion: (i) the current geographic scope and proximity of the prospective Transferee’s operations; (ii) the physical and operational condition, opportunities and obligations present in the prospective Transferee’s existing market(s) and Txx Hortons Burger King Restaurants; (iii) the penetration level of Txx Hortons Burger King Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Txx Hortons Burger King Restaurants and the extent to which the prospective Transferee properly integrated those Txx Hortons Burger King Restaurants into its organization and resolved material issues arising from or related to such previous acquisition; (f) the form, material terms and conditions in the Transfer agreement must be reasonably acceptable to FRANCHISOR; (g) the Transferee (and such other entities as FRANCHISOR may require as principals and guarantors) must execute FRANCHISOR's ’s then current form of franchise agreement for a term equal to the remainder of the Agreement Term, except that no further Franchise Fee franchise fee will be payable for the remainder of the Agreement Termpayable, and the timing for required remodeling shall be as under this Agreement or as otherwise agreed (and such obligation shall be included in the transfer agreement executed by Franchisee and the Transferee)agreed; (h) the Transferee and such owners of an entity the corporate Transferee as FRANCHISOR may request, must execute a guarantee of the Transferee’s obligations to FRANCHISOR and its Affiliates. For the purposes of determining compliance, FRANCHISOR shall have the right to examine and approve the form and content of all governing documents of the entity Transferee (and such right shall be included in the transfer agreement executed by Franchisee and the corporate Transferee); (i) Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Txx Hortons Burger King Marks and shall cooperate co-operate with FRANCHISOR in effecting the cancellation of entries of Franchisee as a registered user with the relevant registry; (j) the The Transferee must enter into any registered user Trademark Sub-license agreements required by FRANCHISOR authorizing and permitting the use of the Txx Hortons Burger King Marks; (k) the Transferee’s General Manager Managing Owner and Operations Director and/or such other relevant persons as determined by FRANCHISOR must have satisfactorily completed, at their expense, FRANCHISOR's ’s training program for new franchisees on or before the Transfer Date unless the persons in those roles are the same persons who occupied those roles for Franchisee prior to the Transfer Date; (l) Franchisee must pay a transfer fee in the amount of [****] (the “Transfer Fee”) Fee to FRANCHISOR before the Transfer Date. The Transfer Fee is payable in respect of any Transfer restricted Transfer, whether by clause 14Franchisee or a Principal; (m) FRANCHISOR is satisfied, in its reasonable sole business judgment, that the Franchised Restaurants Restaurant and the consummation of the contemplated transaction(s) will create sufficient cash flow after payment of debt service and other amounts necessary for reinvestment in the business for repairs or remodeling the Franchised Restaurant and Location, to permit the prospective Transferee transferee to meet its financial commitments generally as well as the prospective Transfereetransferee’s obligations under this Agreement; (n) If Franchisee or any Affiliate proposes to Transfer only the real estate at the Franchised Restaurant, FRANCHISOR is satisfied, in its reasonable sole business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards FRANCHISOR applies to newly developed Txx Hortons Burger King Restaurants; and. (o) such legal documentation as is required by FRANCHISOR must be executed, including a general release executed by FranchiseeFranchisee and each Guarantor, in a form satisfactory to FRANCHISOR, of any and all Claims claims against FRANCHISOR, its Affiliates, and their respective officers, directors, agents and employees. ; and FRANCHISOR will use reasonable efforts to provide a response to a proposed Transfer within sixty (60) 90 days of receipt by FRANCHISOR of Franchisee’s notice of the proposed Transfer (or within 60 days following the end of Offer Period for the purpose of clause 13.3 below) and the furnishing of all reasonably requested information and documentation.

Conditions for Consent. Except to the extent any Transfer is permitted pursuant to clause 14.1 above, in determining whether or not to grant approval to a proposed Transfer of any Interest referred to in clause 14.1 for which approval consent of FRANCHISOR is required to be obtained, FRANCHISOR may consider any relevant matter in its reasonable sole discretion, including, without limitation, the protection of the Txx Hortons Burger King System, the protection of FRANCHISOR and its Affiliates, and the orderly and proper operation and development of other Txx Hortons Burger King Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, FRANCHISOR may impose or consider the following conditions for granting its consent to the proposed Transfer, as FRANCHISOR may deem appropriate in its sole discretion: (a) all material obligations of Franchisee that are due but not yet fulfilled to FRANCHISOR and its Affiliates, whether arising under this Agreement or otherwise (including, without limitation, all monetary obligations and all repair, maintenance, refurbishment and upgrade obligations) must be satisfied on or before the Transfer Date; (b) all material obligations of Franchisee that are due but not yet fulfilled to third parties arising out of the conduct of the Franchised Restaurant including including, but not limited to, obligations owed to suppliers and distributors must be satisfied on or before the Transfer Date; (c) Franchisee and its Affiliates are not in default of any material provisions of this Agreement or any other agreement with FRANCHISOR or its Affiliatesthe MFDA; (d) the Transferee (or, if applicable, such owners of the Transferee as FRANCHISOR may request), in FRANCHISOR’s reasonable judgment, satisfies all of FRANCHISOR’s business standards and requirements; has the aptitude and ability to operate the Franchised Restaurant; has adequate financial resources and capital to do so; and must complete and be approved through FRANCHISOR's ’s standard franchisee application and selection process including satisfactorily demonstrating to FRANCHISOR that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as FRANCHISOR shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of FRANCHISOR at its corporate offices or such other location as may be reasonably requested by FRANCHISOR. Without limiting the grounds on which it will be reasonable for FRANCHISOR to withhold its consent to any Transfer, FRANCHISOR may withhold its consent to any proposed Transfer where: where (i) the Transferee or any Affiliate of the Transferee carries on activities of a kind described in clause 17 (Restrictive Covenant), or (ii) in the reasonable judgment of FRANCHISOR, the Transfer would result in the Transferee having a disproportionately large ownership of Txx Hortons Burger King Restaurants compared to its financial capability; (e) Transfers Without prejudice to transfers permitted under clause 14.1(a) above, transfers to existing franchisees in the Txx Hortons Burger King System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. FRANCHISOR reserves the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in FRANCHISOR’s reasonable discretion: (i) the current geographic scope and proximity of the prospective Transferee’s operations; (ii) the physical and operational condition, opportunities and obligations present in the prospective Transferee’s existing market(s) and Txx Hortons Burger King Restaurants; (iii) the penetration level of Txx Hortons Burger King Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Txx Hortons Burger King Restaurants and the extent to which the prospective Transferee properly integrated those Txx Hortons Burger King Restaurants into its organization and resolved material issues arising from or related to such previous acquisition; (f) the form, material terms and conditions in the Transfer agreement must be reasonably acceptable to FRANCHISOR; (g) the Transferee must execute FRANCHISOR's ’s then current form of franchise agreement for a term equal to the remainder of the Agreement Term, except that no further Franchise Fee franchise fee will be payable for the remainder of the Agreement Termpayable, and the timing for required remodeling shall be as under this Agreement or as otherwise agreed (and such obligation shall be included in the transfer agreement executed by Franchisee and the Transferee)agreed; (h) the Transferee and such owners of an entity Transferee the corporate Transferee, as FRANCHISOR may request, must execute a guarantee of the Transferee’s obligations to FRANCHISOR and its Affiliates. For the purposes of determining compliance, FRANCHISOR shall have the right to examine and approve the form and content of all relevant governing documents of the entity Transferee (and such right shall be included in the transfer agreement executed by Franchisee and the corporate Transferee); (i) Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Txx Hortons Burger King Marks and shall cooperate co-operate with FRANCHISOR in effecting the cancellation of entries of Franchisee as a registered user with the relevant registry; (j) the Transferee must enter into any registered user agreements required by FRANCHISOR authorizing and permitting the use of the Txx Hortons Burger King Marks; (k) the Transferee’s General Manager Managing Owner and Operations Director and/or such other relevant persons as determined by FRANCHISOR must have satisfactorily completed, at their expense, FRANCHISOR's ’s training program for new franchisees on or before the Transfer Date unless the persons in those roles are the same persons who occupied those roles for Franchisee prior to the Transfer Date; (l) Franchisee must pay a transfer fee in the amount of [****] $10,000.00 with respect to the first Franchised Restaurant Transferred, and $500.00 with respect to each additional Franchised Restaurant Transferred in the same transaction (the “Transfer Fee”) to FRANCHISOR before the Transfer Date. The Transfer Fee is payable in respect of any Transfer restricted by clause 14Franchisee; (m) FRANCHISOR is satisfied, in its reasonable business judgment, that the Franchised Restaurants and the consummation of the contemplated transaction(s) will create sufficient cash flow after payment of debt service and other amounts necessary for reinvestment in the business for repairs or remodeling the Franchised Restaurant and Location, to permit the prospective Transferee to meet its financial commitments generally as well as the prospective Transfereetransferee’s obligations under this Agreement; (n) If Franchisee or any Affiliate proposes to Transfer only the real estate at the Franchised Restaurant, FRANCHISOR is satisfied, in its reasonable business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards FRANCHISOR applies to newly developed Txx Hortons Burger King Restaurants; and. (o) such legal documentation as is required by FRANCHISOR must be executed, including a general release executed by Franchisee, in a form satisfactory to FRANCHISOR, of any and all Claims claims against FRANCHISOR, its Affiliates, and their respective officers, directors, agents and employees. ; and FRANCHISOR will use reasonable efforts to provide a response to a proposed Transfer within sixty (60) days of receipt by FRANCHISOR of Franchisee’s notice of the proposed Transfer and the furnishing of all reasonably requested information and documentation.