Common use of Restrictions on Licensee Clause in Contracts

Restrictions on Licensee. Licensee agrees and covenants as follows: (a) During the term of this License, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, partnerships, trusts, unincorporated associations or joint ventures) in, (iii) loan money to or (iv) become landlord of any restaurant business which has a menu similar to that of a Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by Sonic drive-in restaurants) or which has an appearance similar to that of a Sonic drive-in restaurant (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, or other items that are customarily used by a Sonic drive-in restaurant). (b) Licensee shall not, for a period of 18 months after termination of this License for any reason, directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, partnerships, trusts, unincorporated associations or joint ventures) in, (iii) loan money to or (iv) become a landlord of any restaurant business which has a menu similar to that of a Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by Sonic drive-in restaurants) or which has an appearance similar to that of a Sonic drive-in restaurants (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, or other items that are customarily used by a Sonic drive-in restaurants), and which (i) is within a three- mile radius of the Sonic Restaurant formerly licensed by this Agreement, (ii) is within a 20-mile radius of a Sonic drive-in restaurant in operation or under construction, or (iii) is located within the MSA of the Sonic Restaurant. (c) Licensee shall not appropriate, use or duplicate the Sonic System, or any portion thereof, for use at any other restaurant business. (d) During the term of this Agreement, Licensee shall (i) use Licensee’s best efforts to promote the business of the Sonic Restaurant, (ii) devote Licensee’s full time, energies and attention to the operation and management of the Sonic Restaurant, and (iii) not engage in any other business or activity that might detract from, interfere with or be detrimental to the Sonic System or Licensee’s full and timely performance under this Agreement (except the ownership and operation of other Sonic drive-in restaurants under license agreements with SONIC). (e) During the term of this Agreement, Licensee shall not perform or provide services as a director, officer, employee, agent, representative, consultant or in any other capacity for any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant. (f) During the term of this Agreement, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest in, (iii) loan money, or (iv) become landlord of any operation which has granted or is granting franchises or licenses (except for those granted by SONIC) to others to operate any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant. (g) Paragraphs (a), (b) and (f) of this Subsection 16.01 shall not apply to ownership by Licensee of less than 2% beneficial interest in the outstanding equity securities of any corporation which is registered under the Securities Exchange Act of 1934; however, this Subsection 16.01(g) shall apply to all shareholders or partners of Licensee (in the event Licensee is a corporation or partnership) and all members of Licensees’ and their immediate families, and all Persons or entities guaranteeing this Agreement. (h) The parties agree that each of the foregoing covenants shall be construed as independent of any covenant or provision of this Agreement. If all or any portion of a covenant in this Section 16 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which SONIC is a party, Licensee expressly agrees to be bound by any lesser covenant subsumed with the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Section 16. (i) Licensee understands and acknowledges that SONIC shall have the right, in SONIC’s sole discretion, to reduce the scope of any covenant set forth in Paragraphs (a), (b) and (f) of this Subsection 16.01, or any portion thereof, without Licensee’s consent effective immediately upon receipt by Licensee of written notice thereof, and Licensee agrees that it shall comply forthwith with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions of Paragraph (k) of this Subsection 16.01. (j) Licensee expressly agrees that the existence of any claims Licensee may have against SONIC, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by SONIC of the covenants in this Section 16. (k) Licensee acknowledges that Licensee’s violation of the terms of this Section 16 would result in irreparable injury to SONIC for which no adequate remedy at law is available, and Licensee accordingly consents to the ex parte issuance of restraining orders, temporary and permanent injunctions and cease and desist orders prohibiting any conduct by Licensee in violation of the terms of this Section 16. (l) Licensee shall utilize at the Sonic Restaurant a cash register previously approved by SONIC, which such cash register shall at all times during the term of this Agreement have a non-alterable grand total function so that each item entered in such register and each day’s totals may not be altered once entered.

Restrictions on Licensee. Licensee agrees and covenants as follows: (a) During the term of this LicenseAgreement, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, limited liability companies, partnerships, trusts, unincorporated associations or associations, joint ventures, or other business entities) in, (iii) loan money to to, or (iv) become landlord of any restaurant business which has a menu similar to that of a Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by Sonic drive-in restaurants) or which has an appearance similar to that of a Sonic drive-in restaurant (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, or other items that are customarily used by a Sonic drive-in restaurant). (b) Licensee shall not, for a period of 18 months after termination of this License Agreement for any reason, directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, limited liability companies, partnerships, trusts, unincorporated associations or associations, joint ventures, or other business entities) in, (iii) loan money to to, or (iv) become a landlord of any restaurant business which has a menu similar to that of a Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by Sonic drive-in restaurants) or which has an appearance similar to that of a Sonic drive-in restaurants restaurant (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, or other items that are customarily used by a Sonic drive-in restaurantsrestaurant), and which (i) is within a three- three-mile radius of the Sonic Restaurant formerly licensed by this Agreement, (ii) is within a 20-mile radius of a any Sonic drive-in restaurant in operation or under construction, or (iii) is located within the MSA of the Sonic Restaurant. (c) Licensee shall not appropriate, use use, or duplicate the Sonic System, or any portion thereof, for use at any other restaurant business. (d) During the term of this Agreement, Licensee shall (i) use Licensee’s best efforts to promote the business of the Sonic Restaurant, (ii) devote Licensee’s full time, energies energies, and attention to the operation and management of the Sonic Restaurant, and (iii) not engage in any other business or activity that might detract from, interfere with with, or be detrimental to the Sonic System or Licensee’s full and timely performance under this Agreement (except the ownership and operation of other Sonic drive-in restaurants under license agreements with SONICSonic). (e) During the term of this Agreement, Licensee shall not perform or provide services as a director, officer, employee, agent, representative, or consultant or in any other capacity for any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant. (f) During the term of this Agreement, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest in, (iii) loan moneymoney to, or (iv) become landlord of any operation which has granted or is granting franchises or licenses (except for those granted by SONICSonic) to others to operate any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant. (g) Paragraphs (aSections 16.01(a), (b16.01(b), and 16.01(f) and (f) of this Subsection 16.01 shall not apply to ownership by Licensee of less than 2% beneficial interest in the outstanding equity securities of any corporation which is registered under the Securities Exchange Act of 1934; however, this Subsection Section 16.01(g) shall apply to all shareholders shareholders, partners, or partners members of Licensee (in the event Licensee is a corporation corporation, partnership, limited liability company, or partnershipother business entity) and all members of Licensees’ Licensee’s and their immediate families, and all Persons or entities guaranteeing this Agreement. (h) The parties agree that each of the foregoing covenants shall be construed as independent of any covenant or provision of this Agreement. If all or any portion of a covenant in this Section 16 is held unreasonable or unenforceable by a court an arbitrator, court, or agency having valid jurisdiction in an unappealed final decision to which SONIC Sonic is a party, Licensee expressly agrees to be bound by any lesser covenant subsumed with the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Section 16. (i) Licensee understands and acknowledges that SONIC Sonic shall have the right, in SONICSonic’s sole discretion, to reduce the scope of any covenant set forth in Paragraphs (aSections 16.01(a), (b) 16.01(b), and (f) of this Subsection 16.0116.01(f), or any portion thereof, without Licensee’s consent effective immediately upon receipt by Licensee of written notice thereof, and Licensee agrees that it shall comply forthwith with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions of Paragraph (k) of this Subsection 16.01Section 16.01(k). (j) Licensee expressly agrees that the existence of any claims Licensee may have against SONICSonic, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by SONIC Sonic of the covenants in this Section 16. (k) Licensee acknowledges that Licensee’s violation of the terms of this Section 16 would result in irreparable injury to SONIC Sonic for which no adequate remedy at law is available, and Licensee accordingly consents to the ex parte issuance of restraining orders, temporary and permanent injunctions injunctions, and cease and desist orders prohibiting any conduct by Licensee in violation of the terms of this Section 16. (l) Licensee shall utilize at the Sonic Restaurant a cash register previously approved by SONIC, which such cash register shall at all times during the term of this Agreement have a non-alterable grand total function so that each item entered in such register and each day’s totals may not be altered once entered.

Restrictions on Licensee. Licensee agrees and covenants as follows: (a) During the term of this License, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, partnerships, trusts, unincorporated associations or joint ventures) in, (iii) loan money to or (iv) become landlord of any restaurant business which has a menu similar to that of a Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by Sonic drive-in restaurants) or which has an appearance similar to that of a Sonic drive-in restaurant (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, or other items that are customarily used by a Sonic drive-in restaurant). (b) Licensee shall not, for a period of 18 months after termination of this License for any reason, directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, partnerships, trusts, unincorporated associations or joint ventures) in, (iii) loan money to or (iv) become a landlord of any restaurant business which has a menu similar to that of a Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by Sonic drive-in restaurants) or which has an appearance similar to that of a Sonic drive-in restaurants (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, or other items that are customarily used by a Sonic drive-in restaurants), and which (i) is within a three- three mile radius of the Sonic Restaurant formerly licensed by this Agreement, (ii) is within a 20-20 mile radius of a Sonic drive-in restaurant in operation or under construction, or (iii) is located within the MSA of the Sonic Restaurant. (c) Licensee shall not appropriate, use or duplicate the Sonic System, or any portion thereof, for use at any other restaurant business. (d) During the term of this Agreement, Licensee shall (i) use Licensee’s 's best efforts to promote the business of the Sonic Restaurant, (ii) devote Licensee’s 's full time, energies and attention to the operation and management of the Sonic Restaurant, and (iii) not engage in any other business or activity that might detract from, interfere with or be detrimental to the Sonic System or Licensee’s 's full and timely performance under this Agreement (except the ownership and operation of other Sonic drive-in restaurants under license agreements with SONIC). (e) During the term of this Agreement, Licensee shall not perform or provide services as a director, officer, employee, agent, representative, consultant or in any other capacity for any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant. (f) During the term of this Agreement, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest in, (iii) loan money, or (iv) become landlord of any operation which has granted or is granting franchises or licenses (except for those granted by SONIC) to others to operate any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant. (g) Paragraphs (a), (b) and (f) of this Subsection 16.01 shall not apply to ownership by Licensee of less than 2% two percent beneficial interest in the outstanding equity securities of any corporation which is registered under the Securities Exchange Act of 1934; however, this Subsection 16.01(g) shall apply to all shareholders or partners of Licensee (in the event Licensee is a corporation or partnership) and all members of Licensees’ ' and their immediate families, and all Persons or entities guaranteeing this Agreement. (h) The parties agree that each of the foregoing covenants shall be construed as independent of any covenant or provision of this Agreement. If all or any portion of a covenant in this Section 16 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which SONIC is a party, Licensee expressly agrees to be bound by any lesser covenant subsumed with the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Section 16. (i) Licensee understands and acknowledges that SONIC shall have the right, in SONIC’s 's sole discretion, to reduce the scope of any covenant set forth in Paragraphs (a), (b) and (f) of this Subsection 16.01, or any portion thereof, without Licensee’s 's consent effective immediately upon receipt by Licensee of written notice thereof, and Licensee agrees that it shall comply forthwith with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions of Paragraph (k) of this Subsection 16.01. (j) Licensee expressly agrees that the existence of any claims Licensee may have against SONIC, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by SONIC of the covenants in this Section 16. (k) Licensee acknowledges that Licensee’s 's violation of the terms of this Section 16 would result in irreparable injury to SONIC for which no adequate remedy at law is available, and Licensee accordingly consents to the ex parte issuance of restraining orders, temporary and permanent injunctions and cease and desist orders prohibiting any conduct by Licensee in violation of the terms of this Section 16. (l) Licensee shall utilize at the Sonic Restaurant a cash register previously approved by SONIC, which such cash register shall at all times during the term of this Agreement have a non-alterable grand total function so that each item entered in such register and each day’s 's totals may not be altered once entered.

Restrictions on Licensee. The Licensee agrees and covenants as follows: (a) During the term of this License, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, partnerships, trusts, unincorporated associations or joint ventures) in, (iii) loan money to or (iv) become landlord of any restaurant business which has a menu similar to that of a Non-Traditional or traditional Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by Sonic driveNon-in restaurantsTraditional or traditional Sonics) or which has an appearance similar to that of a Non-Traditional or traditional Sonic drive-in restaurant (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, pattern or other items that are customarily used by a Sonic driveNon-in restaurantTraditional or traditional Sonic). (b) Licensee shall not, for a period of 18 eighteen (18) months after termination of this License for any reason, directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, partnerships, trusts, unincorporated associations or joint ventures) in, (iii) loan money to or (iv) become a landlord of any restaurant business which has a menu similar to that of a Non-Traditional or traditional Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by Sonic driveNon-in restaurantsTraditional or traditional Sonics) or which has an appearance similar to that of a Non-Traditional or traditional Sonic drive-in restaurants (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, pattern or other items that are customarily used by a Sonic driveNon-in restaurantsTraditional or traditional Sonic), and which (i) is within a three- three (3) mile radius of the Non-Traditional Sonic Restaurant formerly licensed by this Agreementagreement, (ii) is within a twenty (20-) mile radius of a Non-Traditional Sonic or Sonic drive-in restaurant in operation or under construction, or (iii) is located within the MSA of the Sonic RestaurantNon-Traditional or traditional Sonic. (c) The Licensee shall not appropriate, use or duplicate the Sonic System, or any portion thereofof the Sonic System, for use at any other restaurant business. (d) During the term of this Agreement, the Licensee (1) shall (i) use the Licensee’s best efforts to promote the business of the Non-Traditional Sonic Restaurant, (ii) devote Licensee’s full time, energies and attention to the operation and management of the Sonic Restaurant, and (iii2) shall not engage in any other business or activity that might detract from, interfere with with, or be detrimental to the Sonic System or the Licensee’s full and timely performance under this Agreement (except the ownership and operation of other Sonic drive-in restaurants under license agreements with SONIC)Agreement. (e) During the term of this Agreement, Licensee shall not perform or provide services as a director, officer, employee, agent, representative, consultant or in any other capacity for any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant. (f) During the term of this Agreement, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest in, (iii) loan money, or (iv) become landlord of any operation which has granted or is granting franchises or licenses (except for those granted by SONIC) to others to operate any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant. (g) Paragraphs (a), (b) and (f) of this Subsection 16.01 shall not apply to ownership by Licensee of less than 2% beneficial interest in the outstanding equity securities of any corporation which is registered under the Securities Exchange Act of 1934; however, this Subsection 16.01(g) shall apply to all shareholders or partners of Licensee (in the event Licensee is a corporation or partnership) and all members of Licensees’ and their immediate families, and all Persons or entities guaranteeing this Agreement. (h) The parties agree that each of the foregoing covenants shall be construed as independent of any covenant or provision of this Agreement. If all or any portion of a covenant in this Section 16 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which SONIC the Licensor is a party, the Licensee expressly agrees to be bound by any lesser covenant subsumed with within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Section 16. (i) Licensee understands and acknowledges that SONIC shall have the right, in SONIC’s sole discretion, to reduce the scope of any covenant set forth in Paragraphs (a), (b) and (f) of this Subsection 16.01, or any portion thereof, without Licensee’s consent effective immediately upon receipt by Licensee of written notice thereof, and Licensee agrees that it shall comply forthwith with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions of Paragraph (k) of this Subsection 16.01. (j) The Licensee expressly agrees that the existence of any claims the Licensee may have against SONICthe Licensor, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by SONIC the Licensor of the covenants in this Section 16. (kg) The Licensee acknowledges that the Licensee’s violation of the terms of this Section 16 would result in irreparable injury to SONIC the Licensor for which no adequate remedy at law is available, and the Licensee accordingly consents to the ex parte issuance of restraining orders, temporary and permanent injunctions and cease and desist orders prohibiting any conduct by the Licensee in violation of the terms of this Section 16. (lh) The Licensee shall utilize at the Non-Traditional Sonic Restaurant a cash register previously approved by SONICthe Licensor, which such cash register shall at all times during the term of this Agreement have a non-alterable grand total function so that each item entered in such register and each day’s totals may not be altered once entered.

Restrictions on Licensee. Licensee agrees and covenants as follows: (a) During the term of this LicenseAgreement, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, limited liability companies, partnerships, trusts, unincorporated associations or associations, joint ventures, or other business entities) in, (iii) loan money to to, or (iv) become landlord of any restaurant business which has a menu similar to that of a non-traditional Sonic restaurant or Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by non-traditional Sonic restaurants or Sonic drive-in restaurants) or which has an appearance similar to that of a non-traditional Sonic restaurant or Sonic drive-in restaurant (such as the color pattern, use of canopies, use of speakers and menu housings for ordering food, pattern or other items that are customarily used by a non-traditional Sonic restaurant or Sonic drive-in restaurant). (b) Licensee shall not, for a period of 18 months after termination of this License Agreement for any reason, directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, limited liability companies, partnerships, trusts, unincorporated associations or associations, joint ventures, or other business entities) in, (iii) loan money to to, or (iv) become a landlord of any restaurant business which has a menu similar to that of a non-traditional Sonic restaurant or Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by non-traditional Sonic restaurants or Sonic drive-in restaurants) or which has an appearance similar to that of a non-traditional Sonic restaurant or Sonic drive-in restaurants restaurant (such as the color pattern, use of canopies, use of speakers and menu housings for ordering food, pattern or other items that are customarily used by a non-traditional Sonic restaurant or Sonic drive-in restaurantsrestaurant), and which (i) is within a three- three-mile radius of the Non-Traditional Sonic Restaurant formerly licensed by this Agreement, (ii) is within a 20-mile radius of a any non-traditional Sonic restaurant or Sonic drive-in restaurant in operation or under construction, or (iii) is located within the MSA of the Sonic RestaurantNon-Traditional Sonic. (c) Licensee shall not appropriate, use use, or duplicate the Sonic System, or any portion thereof, for use at any other restaurant business. (d) During the term of this Agreement, Licensee shall (i) use Licensee’s best efforts to promote the business of the Non-Traditional Sonic Restaurant, and (ii) devote Licensee’s full time, energies and attention to the operation and management of the Sonic Restaurant, and (iii) not engage in any other business or activity that might detract from, interfere with with, or be detrimental to the Sonic System or Licensee’s full and timely performance under this Agreement (except the ownership and operation of other Sonic drive-in restaurants under license agreements with SONIC). (e) During the term of this Agreement, Licensee shall not perform or provide services as a director, officer, employee, agent, representative, consultant or in any other capacity for any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant. (f) During the term of this Agreement, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest in, (iii) loan money, or (iv) become landlord of any operation which has granted or is granting franchises or licenses (except for those granted by SONIC) to others to operate any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant. (g) Paragraphs (a), (b) and (f) of this Subsection 16.01 shall not apply to ownership by Licensee of less than 2% beneficial interest in the outstanding equity securities of any corporation which is registered under the Securities Exchange Act of 1934; however, this Subsection 16.01(g) shall apply to all shareholders or partners of Licensee (in the event Licensee is a corporation or partnership) and all members of Licensees’ and their immediate families, and all Persons or entities guaranteeing this Agreement. (h) The parties agree that each of the foregoing covenants shall be construed as independent of any covenant or provision of this Agreement. If all or any portion of a covenant in this Section 16 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which SONIC is a party, Licensee expressly agrees to be bound by any lesser covenant subsumed with the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Section 16. (i) Licensee understands and acknowledges that SONIC shall have the right, in SONIC’s sole discretion, to reduce the scope of any covenant set forth in Paragraphs (a), (b) and (f) of this Subsection 16.01, or any portion thereof, without Licensee’s consent effective immediately upon receipt by Licensee of written notice thereof, and Licensee agrees that it shall comply forthwith with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions of Paragraph (k) of this Subsection 16.01. (j) Licensee expressly agrees that the existence of any claims Licensee may have against SONIC, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by SONIC of the covenants in this Section 16. (k) Licensee acknowledges that Licensee’s violation of the terms of this Section 16 would result in irreparable injury to SONIC for which no adequate remedy at law is available, and Licensee accordingly consents to the ex parte issuance of restraining orders, temporary and permanent injunctions and cease and desist orders prohibiting any conduct by Licensee in violation of the terms of this Section 16. (l) Licensee shall utilize at the Sonic Restaurant a cash register previously approved by SONIC, which such cash register shall at all times during the term of this Agreement have a non-alterable grand total function so that each item entered in such register and each day’s totals may not be altered once entered.

Restrictions on Licensee. Licensee agrees and covenants as follows: (a) During the term of this License, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, partnerships, trusts, unincorporated associations or joint ventures) in, (iii) loan money to or (iv) become landlord of any restaurant business which has a menu similar to that of a Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by Sonic drive-in restaurants) or which has an appearance similar to that of a Sonic drive-in restaurant (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, or other items that are customarily used by a Sonic drive-in restaurant). (b) Licensee shall not, for a period of 18 eighteen (18) months after termination of this License for any reason, directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, partnerships, trusts, unincorporated associations or joint ventures) in, (iii) loan money to or (iv) become a landlord of any restaurant business which has a menu similar to that of a Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by Sonic drive-in restaurants) or which has an appearance similar to that of a Sonic drive-in restaurants (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, or other items that are customarily used by a Sonic drive-in restaurants), and which (i) is within a three- three (3) mile radius of the Sonic Restaurant formerly licensed by this Agreementagreement, (ii) is within a twenty (20-) mile radius of a Sonic drive-in restaurant in operation or under construction, or (iii) is located within the MSA of the Sonic Restaurant. (c) Licensee shall not appropriate, use or duplicate the Sonic System, or any portion thereof, for use at any other restaurant business. (d) During the term of this Agreementagreement, Licensee shall (i) use Licensee’s 's best efforts to promote the business of the Sonic Restaurant, (ii) devote Licensee’s 's full time, energies and attention to the operation and management of the Sonic Restaurant, and (iii) not engage in any other business or activity that might detract from, interfere with or be detrimental to the Sonic System or Licensee’s 's full and timely performance under this Agreement agreement (except the ownership and operation of other Sonic drive-in restaurants under license agreements with SONICLicensor). (e) During the term of this Agreementagreement, Licensee shall not perform or provide services as a director, officer, employee, agent, representative, consultant or in any other capacity for any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant. (f) During the term of this Agreementagreement, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest in, (iii) loan money, or (iv) become landlord of any operation which has granted or is granting franchises or licenses (except for those granted by SONICLicensor) to others to operate any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant. (g) Paragraphs (a), (b) and (f) of this Subsection 16.01 shall not apply to ownership by Licensee of less than two percent (2% %) beneficial interest in the outstanding equity securities of any corporation which is registered under the Securities Exchange Act of 1934; however, this Subsection 16.01(g) shall apply to all shareholders or partners of Licensee (in the event Licensee is a corporation or partnership) and all members of Licensees’ ' and their immediate families, and all Persons or entities guaranteeing this Agreementagreement. (h) The parties agree that each of the foregoing covenants shall be construed as independent of any covenant or provision of this Agreementagreement. If all or any portion of a covenant in this Section 16 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which SONIC Licensor is a party, Licensee expressly agrees to be bound by any lesser covenant subsumed with the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Section 16. (i) Licensee understands and acknowledges that SONIC Licensor shall have the right, in SONIC’s Licensor's sole discretion, to reduce the scope of any covenant set forth in Paragraphs (a), (b) and (f) of this Subsection 16.01, or any portion thereof, without Licensee’s 's consent effective immediately upon receipt by Licensee of written notice thereof, and Licensee agrees that it shall comply forthwith with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions of Paragraph (k) of this Subsection 16.01. (j) Licensee expressly agrees that the existence of any claims Licensee may have against SONICLicensor, whether or not arising from this Agreementagreement, shall not constitute a defense to the enforcement by SONIC Licensor of the covenants in this Section 16. (k) Licensee acknowledges that Licensee’s 's violation of the terms of this Section 16 would result in irreparable injury to SONIC Licensor for which no adequate remedy at law is available, and Licensee accordingly consents to the ex parte issuance of restraining orders, temporary and permanent injunctions and cease and desist orders prohibiting any conduct by Licensee in violation of the terms of this Section 16. (l) Licensee shall utilize at the Sonic Restaurant a cash register previously approved by SONICLicensor, which such cash register shall at all times during the term of this Agreement agreement have a non-alterable grand total function so that each item entered in such register and each day’s 's totals may not be altered once entered.

Restrictions on Licensee. Licensee agrees and covenants as follows::  (a) During the term of this LicenseAgreement, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, limited liability companies, partnerships, trusts, unincorporated associations or associations, joint ventures, or other business entities) in, (iii) loan money to to, or (iv) become landlord of any restaurant business which has a menu similar to that of a Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by Sonic drive-in restaurants) or which has an appearance similar to that of a Sonic drive-in restaurant (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, or other items that are customarily used by a Sonic drive-in restaurant)..  (b) Licensee shall not, for a period of 18 months after termination of this License Agreement for any reason, directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest (including interests in corporations, limited liability companies, partnerships, trusts, unincorporated associations or associations, joint ventures, or other business entities) in, (iii) loan money to to, or (iv) become a landlord of any restaurant business which has a menu similar to that of a Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and similar items customarily sold by Sonic drive-in restaurants) or which has an appearance similar to that of a Sonic drive-in restaurants restaurant (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, or other items that are customarily used by a Sonic drive-in restaurantsrestaurant), and which (i) is within a three- three-mile radius of the Sonic Restaurant formerly licensed by this Agreement, (ii) is within a 20-mile radius of a any Sonic drive-drive in restaurant in operation or under construction, or (iii) is located within the MSA of the Sonic Restaurant..  (c) Licensee shall not appropriate, use use, or duplicate the Sonic System, or any portion thereof, for use at any other restaurant business..  (d) During the term of this Agreement, Licensee shall (i) use Licensee’s best efforts to promote the business of the Sonic Restaurant, (ii) devote Licensee’s full time, energies energies, and attention to the operation and management of the Sonic Restaurant, and (iii) not engage in any other business or activity that might detract from, interfere with with, or be detrimental to the Sonic System or Licensee’s full and timely performance under this Agreement (except the ownership and operation of other Sonic drive-in restaurants under license agreements with SONICSonic)..  (e) During the term of this Agreement, Licensee shall not perform or provide services as a director, officer, employee, agent, representative, or consultant or in any other capacity for any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant..  (f) During the term of this Agreement, Licensee shall not directly or indirectly through one or more intermediaries (i) engage in, (ii) acquire any financial or beneficial interest in, (iii) loan moneymoney to, or (iv) become landlord of any operation which has granted or is granting franchises or licenses (except for those granted by SONICSonic) to others to operate any other restaurant business which has a menu or appearance similar to that of a Sonic drive-in restaurant..  (g) Paragraphs (aSections 16.01(a), (b16.01(b), and 16.01(f) and (f) of this Subsection 16.01 shall not apply to ownership by Licensee of less than 2% beneficial interest in the outstanding equity securities of any corporation which is registered under the Securities Exchange Act of 1934; however, this Subsection Section 16.01(g) shall apply to all shareholders shareholders, partners, or partners members of Licensee (in the event Licensee is a corporation corporation, partnership, limited liability company, or partnershipother business entity) and all members of Licensees’ Licensee’s and their immediate families, and all Persons or entities guaranteeing this Agreement..  (h) The parties agree that each of the foregoing covenants shall be construed as independent of any covenant or provision of this Agreement. If all or any portion of a covenant in this Section 16 is held unreasonable or unenforceable by a court an arbitrator, court, or agency having valid jurisdiction in an unappealed final decision to which SONIC Sonic is a party, Licensee expressly agrees to be bound by any lesser covenant subsumed with the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Section 16..  (i) Licensee understands and acknowledges that SONIC Sonic shall have the right, in SONICSonic’s sole discretion, to reduce the scope of any covenant set forth in Paragraphs (aSections 16.01(a), (b) 16.01(b), and (f) of this Subsection 16.0116.01(f), or any portion thereof, without Licensee’s consent effective immediately upon receipt by Licensee of written notice thereof, and Licensee agrees that it shall comply forthwith with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions of Paragraph (k) of this Subsection 16.01.Section 16.01(k).  (j) Licensee expressly agrees that the existence of any claims Licensee may have against SONICSonic, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by SONIC Sonic of the covenants in this Section 16..  (k) Licensee acknowledges that Licensee’s violation of the terms of this Section 16 would result in irreparable injury to SONIC Sonic for which no adequate remedy at law is available, and Licensee accordingly consents to the ex parte issuance of restraining orders, temporary and permanent injunctions injunctions, and cease and desist orders prohibiting any conduct by Licensee in violation of the terms of this Section 16. (l) Licensee shall utilize at the Sonic Restaurant a cash register previously approved by SONIC, which such cash register shall at all times during the term of this Agreement have a non-alterable grand total function so that each item entered in such register and each day’s totals may not be altered once entered..