Common use of Conditions for Consent Clause in Contracts

Conditions for Consent. In determining whether or not to grant approval to a proposed Transfer of any interest referred to in clause 14.1, BKE may consider any relevant matter in its sole discretion, including, without limitation, the protection of the Burger King System, the protection of BKE and its Affiliates, and the orderly and proper operation and development of other Burger King Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, BKE may impose or consider the following conditions for granting its consent to the proposed Transfer, as BKE may deem appropriate in its sole discretion: (a) all obligations of Franchisee to 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 obligations of Franchisee to third parties arising out of the conduct of the Franchised Restaurant 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 provisions of this Agreement or any other agreement with BKE or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as BKE may request), in BKE’s sole judgment, satisfies all of BKE’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 BKE’s standard franchisee application and selection process including satisfactorily demonstrating to BKE that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as BKE shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of BKE at its corporate offices or such other location as may be reasonably requested by BKE. Without limiting the grounds on which it will be reasonable for BKE to withhold its consent to any Transfer, 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 section 17 (Restrictive Covenant), or (ii) in the sole judgment of BKE, the Transfer would result in the Transferee having a disproportionately large ownership of Burger King Restaurants compared with 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 Burger King System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. BKE reserves the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in BKE’s 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 Burger King Restaurants; (iii) the penetration level of Burger King Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Burger King Restaurants and the extent to which the prospective Transferee properly integrated those Burger King Restaurants into its organization and resolved issues arising from or related to such previous acquisition; (f) the form, terms and conditions in the Transfer agreement must be acceptable to BKE; (g) the Transferee (and such other entities as BKE may require as principals and co-debtors) must execute BKE’s then current form of franchise agreement for a term equal to the remainder of the Term except that the Royalty and Advertising Contribution shall be the same as set out in this Agreement, no further franchise fee will be payable, and the timing for required remodeling shall be as under this Agreement or as otherwise agreed; (h) the Transferee and such owners of the corporate Transferee as BKE may request, must execute a guarantee of the Transferee’s obligations to BKE and its Affiliates according to article 111 of the Swiss Code of Obligations. For the purposes of determining compliance, BKE shall have the right to examine and approve the form and content of all governing documents of the corporate Transferee; (i) if applicable, Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Burger King Marks and shall co-operate with 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 BKE authorizing and permitting the use of the Burger King Marks; (k) the Transferee’s Managing Owner and Operations Director and/or such other relevant persons as determined by BKE must have satisfactorily completed, at their expense, BKE’s training program for new franchisees on or before the date of Transfer; (l) Franchisee must pay the Transfer Fee to BKE before the Transfer Date. The Transfer Fee is payable in respect of any Transfer, whether by Franchisee or a Principal; (m) BKE is satisfied, in its sole business judgment, that the Franchised 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 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, BKE is satisfied, in its sole business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards BKE applies to newly developed Burger King Restaurants. (o) such legal documentation as is required by BKE must be executed, including a general release executed by Franchisee and each Co-Debtor, in a form satisfactory to BKE, of any and all claims against BKE, its Affiliates, and their respective officers, directors, agents and employees; and BKE will use reasonable efforts to provide a response to a proposed Transfer within 90 days of receipt by BKE of Franchisee’s notice of the proposed Transfer and the furnishing of all reasonably requested information and documentation.

Conditions for Consent. In 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 Interest referred to in clause 14.114.1 for which approval of FRANCHISOR is required to be obtained, BKE FRANCHISOR may consider any relevant matter in its sole reasonable discretion, including, without limitation, the protection of the Burger King T▇▇ Hortons System, the protection of BKE FRANCHISOR and its Affiliates, and the orderly and proper operation and development of other Burger King T▇▇ Hortons Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, BKE FRANCHISOR may impose or consider the following conditions for granting its consent to the proposed Transfer, as BKE FRANCHISOR may deem appropriate in its sole discretion: (a) all material obligations of Franchisee that are due but not yet fulfilled to BKE 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, but not limited to, 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 BKE FRANCHISOR or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as BKE FRANCHISOR may request), in BKEFRANCHISOR’s sole reasonable judgment, satisfies all of BKEFRANCHISOR’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 BKE’s FRANCHISOR's standard franchisee application and selection process including satisfactorily demonstrating to BKE FRANCHISOR that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as BKE FRANCHISOR shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of BKE FRANCHISOR at its corporate offices or such other location as may be reasonably requested by BKEFRANCHISOR. Without limiting the grounds on which it will be reasonable for BKE FRANCHISOR to withhold its consent to any Transfer, BKE 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 section clause 17 (Restrictive Covenant), or (ii) in the sole reasonable judgment of BKEFRANCHISOR, the Transfer would result in the Transferee having a disproportionately large ownership of Burger King T▇▇ Hortons Restaurants compared with the number of Burger King Restaurants operated by all franchisees in the Burger King System in [insert name of country]to its financial capability; (e) Transfers to existing franchisees in the Burger King T▇▇ Hortons System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. BKE FRANCHISOR reserves the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in BKEFRANCHISOR’s sole 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 Burger King T▇▇ Hortons Restaurants; (iii) the penetration level of Burger King T▇▇ Hortons Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Burger King T▇▇ Hortons Restaurants and the extent to which the prospective Transferee properly integrated those Burger King T▇▇ 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 BKEFRANCHISOR; (g) the Transferee (and such other entities as BKE may require as principals and co-debtors) must execute BKE’s FRANCHISOR's then current form of franchise agreement for a term equal to the remainder of the Term Agreement 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 payablepayable for the remainder of the Agreement Term, and the timing for required remodeling shall be as under this Agreement or as otherwise agreedagreed (and such obligation shall be included in the transfer agreement executed by Franchisee and the Transferee); (h) the Transferee and such owners of the corporate an entity Transferee as BKE FRANCHISOR may request, must execute a guarantee of the Transferee’s obligations to BKE FRANCHISOR and its Affiliates according to article 111 of the Swiss Code of ObligationsAffiliates. For the purposes of determining compliance, BKE FRANCHISOR shall have the right to examine and approve the form and content of all governing documents of the corporate entity Transferee (and such right shall be included in the transfer agreement executed by Franchisee and the Transferee); (i) if applicable, Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Burger King T▇▇ Hortons Marks and shall co-operate cooperate with BKE FRANCHISOR 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 BKE FRANCHISOR authorizing and permitting the use of the Burger King T▇▇ Hortons Marks; (k) the Transferee’s Managing Owner General Manager and Operations Director and/or such other relevant persons as determined by BKE FRANCHISOR must have satisfactorily completed, at their expense, BKE’s FRANCHISOR's training program for new franchisees on or before the date of TransferTransfer 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 BKE FRANCHISOR before the Transfer Date. The Transfer Fee is payable in respect of any Transfer, whether Transfer restricted by Franchisee or a Principalclause 14; (m) BKE FRANCHISOR is satisfied, in its sole reasonable business judgment, that the Franchised Restaurant 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 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, BKE FRANCHISOR is satisfied, in its sole reasonable business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards BKE FRANCHISOR applies to newly developed Burger King T▇▇ Hortons Restaurants.; and (o) such legal documentation as is required by BKE FRANCHISOR must be executed, including a general release executed by Franchisee and each Co-DebtorFranchisee, in a form satisfactory to BKEFRANCHISOR, of any and all claims Claims against BKEFRANCHISOR, its Affiliates, and their respective officers, directors, agents and employees; and BKE . FRANCHISOR will use reasonable efforts to provide a response to a proposed Transfer within 90 sixty (60) days of receipt by BKE FRANCHISOR of Franchisee’s notice of the proposed Transfer and the furnishing of all reasonably requested information and documentation.

Conditions for Consent. In Except to the extent any Transfer is permitted pursuant to clause 14.1 above (a “Permitted Transfer”), in determining whether or not to grant approval to a proposed Transfer of any interest Interest referred to in clause 14.114.1 for which approval of FRANCHISOR is required to be obtained, BKE FRANCHISOR may consider any relevant matter in its sole reasonable discretion, including, without limitation, the protection of the Burger King Popeyes System, the protection of BKE FRANCHISOR and its Affiliates, and the orderly and proper operation and development of other Burger King 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, BKE 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 BKE 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 BKE 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, but not limited to, 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 BKE FRANCHISOR or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as BKE FRANCHISOR may request), in BKEFRANCHISOR’s sole reasonable judgment, satisfies all of BKEFRANCHISOR’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 BKE’s FRANCHISOR's standard franchisee application and selection process including satisfactorily demonstrating to BKE FRANCHISOR that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as BKE FRANCHISOR shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of BKE FRANCHISOR at its corporate offices or such other location as may be reasonably requested by BKEFRANCHISOR. Without limiting the grounds on which it will be reasonable for BKE FRANCHISOR to withhold its consent to any Transfer, BKE 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 section clause 17 (Restrictive Covenant), or (ii) in the sole reasonable judgment of BKEFRANCHISOR, the Transfer would result in the Transferee having a disproportionately large ownership of Burger King Popeyes Restaurants compared with the number of Burger King Restaurants operated by all franchisees in the Burger King System in 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. [insert name of country];****] INDICATES THAT INFORMATION HAS BEEN REDACTED. (e) Transfers to existing franchisees in the Burger King Popeyes System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. BKE FRANCHISOR reserves the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in BKEFRANCHISOR’s sole 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 Burger King Popeyes Restaurants; (iii) the penetration level of Burger King Popeyes Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Burger King Popeyes Restaurants and the extent to which the prospective Transferee properly integrated those Burger King 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 BKEFRANCHISOR; (g) the Transferee (and such other entities as BKE may require as principals and co-debtors) must execute BKE’s FRANCHISOR's then current form of franchise agreement for a term equal to the remainder of the Term Agreement 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 payablepayable for the remainder of the Agreement Term, and the timing for required remodeling shall be as under this Agreement or as otherwise agreedagreed (and such obligation shall be included in the transfer agreement executed by Franchisee and the Transferee); (h) the Transferee and such owners of the corporate an entity Transferee as BKE FRANCHISOR may request, must execute a guarantee of the Transferee’s obligations to BKE FRANCHISOR and its Affiliates according to article 111 of the Swiss Code of ObligationsAffiliates. For the purposes of determining compliance, BKE FRANCHISOR shall have the right to examine and approve the form and content of all governing documents of the corporate entity Transferee (and such right shall be included in the transfer agreement executed by Franchisee and the Transferee); (i) if applicable, Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Burger King Popeyes Marks and shall co-operate cooperate with BKE FRANCHISOR 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 BKE FRANCHISOR authorizing and permitting the use of the Burger King Popeyes Marks; (k) the Transferee’s Managing Owner General Manager and Operations Director and/or such other relevant persons as determined by BKE FRANCHISOR must have satisfactorily completed, at their expense, BKE’s FRANCHISOR's training program for new franchisees on or before the date of TransferTransfer 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 Fee”) to BKE FRANCHISOR before the Transfer Date. The Transfer Fee is payable in respect of any Transfer, whether by Franchisee or including a PrincipalPermitted Transfer; (m) BKE FRANCHISOR is satisfied, in its sole reasonable business judgment, that the Franchised Restaurant 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 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, BKE FRANCHISOR is satisfied, in its sole reasonable business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards BKE FRANCHISOR applies to newly developed Burger King Popeyes Restaurants; and 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 BKE FRANCHISOR must be executed, including a general release executed by Franchisee and each Co-DebtorFranchisee, in a form satisfactory to BKEFRANCHISOR, of any and all claims Claims against BKEFRANCHISOR, its Affiliates, and their respective officers, directors, agents and employees; and BKE . FRANCHISOR will use reasonable efforts to provide a response to a proposed Transfer within 90 sixty (60) days of receipt by BKE FRANCHISOR of Franchisee’s notice of the proposed Transfer and the furnishing of all reasonably requested information and documentation.

Conditions for Consent. In 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 Interest referred to in clause 14.114.1 for which consent of FRANCHISOR is required to be obtained, BKE FRANCHISOR may consider any relevant matter in its sole discretion, including, without limitation, the protection of the Burger King System, the protection of BKE FRANCHISOR and its Affiliates, and the orderly and proper operation and development of other Burger King Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, BKE FRANCHISOR may impose or consider the following conditions for granting its consent to the proposed Transfer, as BKE FRANCHISOR may deem appropriate in its sole discretion: (a) all material obligations of Franchisee that are due but not yet fulfilled to BKE 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, 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 BKE or its Affiliatesthe MFDA; (d) the Transferee (or, if applicable, such owners of the Transferee as BKE FRANCHISOR may request), in BKEFRANCHISOR’s sole reasonable judgment, satisfies all of BKEFRANCHISOR’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 BKEFRANCHISOR’s standard franchisee application and selection process including satisfactorily demonstrating to BKE FRANCHISOR that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as BKE FRANCHISOR shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of BKE FRANCHISOR at its corporate offices or such other location as may be reasonably requested by BKEFRANCHISOR. Without limiting the grounds on which it will be reasonable for BKE FRANCHISOR to withhold its consent to any Transfer, BKE 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 section clause 17 (Restrictive Covenant), or (ii) in the sole reasonable judgment of BKEFRANCHISOR, the Transfer would result in the Transferee having a disproportionately large ownership of Burger King Restaurants compared with the number of Burger King Restaurants operated by all franchisees in the Burger King System in [insert name of country]to its financial capability; (e) Transfers Without prejudice to transfers permitted under clause 14.1(a) above, transfers to existing franchisees in the Burger King System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. BKE FRANCHISOR reserves the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in BKEFRANCHISOR’s sole 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 Burger King Restaurants; (iii) the penetration level of Burger King Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Burger King Restaurants and the extent to which the prospective Transferee properly integrated those 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 BKEFRANCHISOR; (g) the Transferee (and such other entities as BKE may require as principals and co-debtors) must execute BKEFRANCHISOR’s then current form of franchise agreement for a term equal to the remainder of the Term Term, except that the Royalty and Advertising Contribution shall be the same as set out in this Agreement, no further franchise fee will be payable, and the timing for required remodeling shall be as under this Agreement or as otherwise agreed; (h) the Transferee and such owners of the corporate Transferee Transferee, as BKE FRANCHISOR may request, must execute a guarantee of the Transferee’s obligations to BKE FRANCHISOR and its Affiliates according to article 111 of the Swiss Code of ObligationsAffiliates. For the purposes of determining compliance, BKE FRANCHISOR shall have the right to examine and approve the form and content of all relevant governing documents of the corporate Transferee; (i) if applicable, Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Burger King Marks and shall co-operate with BKE FRANCHISOR 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 BKE FRANCHISOR authorizing and permitting the use of the Burger King Marks; (k) the Transferee’s Managing Owner and Operations Director and/or such other relevant persons as determined by BKE FRANCHISOR must have satisfactorily completed, at their expense, BKEFRANCHISOR’s training program for new franchisees on or before the date of TransferTransfer 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 Fee”) to BKE FRANCHISOR before the Transfer Date. The Transfer Fee is payable in respect of any Transfer, whether Transfer by Franchisee or a PrincipalFranchisee; (m) BKE FRANCHISOR is satisfied, in its sole reasonable business judgment, that the Franchised Restaurant 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 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, BKE FRANCHISOR is satisfied, in its sole reasonable business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards BKE FRANCHISOR applies to newly developed Burger King Restaurants. (o) such legal documentation as is required by BKE FRANCHISOR must be executed, including a general release executed by Franchisee and each Co-DebtorFranchisee, in a form satisfactory to BKEFRANCHISOR, of any and all claims against BKEFRANCHISOR, its Affiliates, and their respective officers, directors, agents and employees; and BKE FRANCHISOR will use reasonable efforts to provide a response to a proposed Transfer within 90 sixty (60) days of receipt by BKE FRANCHISOR of Franchisee’s notice of the proposed Transfer and the furnishing of all reasonably requested information and documentation.

Conditions for Consent. In determining whether or Franchisor shall not to grant approval to a proposed Transfer of any interest referred to in clause 14.1, BKE may consider any relevant matter in its sole discretion, including, without limitation, the protection of the Burger King System, the protection of BKE and its Affiliates, and the orderly and proper operation and development of other Burger King Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, BKE may impose or consider the following conditions for granting its consent to the proposed Transfer, as BKE may deem appropriate in its sole discretion: (a) all obligations of Franchisee to 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 obligations of Franchisee to third parties arising out of the conduct of the Franchised Restaurant 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 provisions of this Agreement or any other agreement with BKE or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as BKE may request), in BKE’s sole judgment, satisfies all of BKE’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 BKE’s standard franchisee application and selection process including satisfactorily demonstrating to BKE that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as BKE shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of BKE at its corporate offices or such other location as may be reasonably requested by BKE. Without limiting the grounds on which it will be reasonable for BKE to unreasonably ---------------------- withhold its consent to any Transfertransfer referred to in Section 14.02., BKE may withhold its consent when requested; provided, however, that prior to any proposed Transfer where: (i) the Transferee or any Affiliate time of the Transferee carries on activities of a kind described in section 17 (Restrictive Covenant), or (ii) in the sole judgment of BKE, the Transfer would result in the Transferee having a disproportionately large ownership of Burger King Restaurants compared with the number of Burger King Restaurants operated by all franchisees in the Burger King System in [insert name of country]transfer; (e) Transfers A. All of Franchisee's accrued monetary obligations to existing franchisees in the Burger King System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. BKE reserves the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in BKE’s sole discretion: (i) the current geographic scope Franchisor and proximity of the prospective Transferee’s operations; (ii) the physical its subsidiaries and operational condition, opportunities and obligations present in the prospective Transferee’s existing market(s) and Burger King Restaurants; (iii) the penetration level of Burger King Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Burger King Restaurants and the extent to which the prospective Transferee properly integrated those Burger King Restaurants into its organization and resolved issues arising from or related to such previous acquisitionaffiliates shall have been satisfied; (f) B. Franchisee shall have agreed to remain obligated under the form, terms and conditions covenants contained in the Transfer agreement must be acceptable to BKE; (g) the Transferee (and such other entities Section XIII hereof as BKE may require as principals and co-debtors) must execute BKE’s then current form of franchise agreement for a term equal to the remainder of the Term except that the Royalty and Advertising Contribution shall be the same as set out in this Agreement, no further franchise fee will be payable, and the timing for required remodeling shall be as under if this Agreement or as otherwise agreed; (h) the Transferee and such owners of the corporate Transferee as BKE may request, must execute a guarantee of the Transferee’s obligations to BKE and its Affiliates according to article 111 of the Swiss Code of Obligations. For the purposes of determining compliance, BKE shall have the right to examine and approve the form and content of all governing documents of the corporate Transferee; (i) if applicable, Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Burger King Marks and shall co-operate with 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 BKE authorizing and permitting the use of the Burger King Marks; (k) the Transferee’s Managing Owner and Operations Director and/or such other relevant persons as determined by BKE must have satisfactorily completed, at their expense, BKE’s training program for new franchisees had been terminated on or before the date of Transferthe transfer; (l) Franchisee C. The transferee must pay be of good moral character and reputation, in the Transfer Fee to BKE before reasonable judgment of the Transfer Date. The Transfer Fee is payable in respect of any Transfer, whether by Franchisee or a PrincipalFranchisor; (m) BKE is satisfiedD. The Franchisor shall have determined, in to its sole business judgmentsatisfaction, that the Franchised Restaurant and transferee's qualifications meet the consummation of the contemplated transaction(s) will create sufficient cash flow after payment of debt service and other amounts necessary Franchisor's then current criteria 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 Agreementnew franchisees; (n) if Franchisee or any Affiliate proposes to Transfer only the real estate at the Franchised Restaurant, BKE is satisfied, in its sole business judgment, that E. Franchisee and its Affiliates, on transferee shall execute a consolidated basis, will meet the financial ratios and standards BKE applies to newly developed Burger King Restaurants. (o) such legal documentation as is required by BKE must be executed, including a general release executed by Franchisee and each Co-Debtorwritten assignment, in a form satisfactory to BKEFranchisor, 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 Franchisee might have against BKE, its Affiliates, and their respective officers, directors, agents and employees; and BKE will use reasonable efforts to provide a response to a proposed Transfer within 90 days of receipt by BKE 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 seven (7) 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 Churchs restaurant, 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. In determining whether or Franchisor shall not to grant approval to a proposed Transfer of any interest referred to in clause 14.1, BKE may consider any relevant matter in its sole discretion, including, without limitation, the protection of the Burger King System, the protection of BKE and its Affiliates, and the orderly and proper operation and development of other Burger King Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, BKE may impose or consider the following conditions for granting its consent to the proposed Transfer, as BKE may deem appropriate in its sole discretion: (a) all obligations of Franchisee to 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 obligations of Franchisee to third parties arising out of the conduct of the Franchised Restaurant 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 provisions of this Agreement or any other agreement with BKE or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as BKE may request), in BKE’s sole judgment, satisfies all of BKE’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 BKE’s standard franchisee application and selection process including satisfactorily demonstrating to BKE that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as BKE shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of BKE at its corporate offices or such other location as may be reasonably requested by BKE. Without limiting the grounds on which it will be reasonable for BKE to unreasonably withhold ---------------------- its consent to any Transfer, BKE may withhold its consent transfer referred to any proposed Transfer where: (i) the Transferee or any Affiliate of the Transferee carries on activities of a kind described in section 17 (Restrictive Covenant), or (ii) in the sole judgment of BKE, the Transfer would result in the Transferee having a disproportionately large ownership of Burger King Restaurants compared with 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 Burger King System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. BKE reserves the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in BKE’s 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 Burger King Restaurants; (iii) the penetration level of Burger King Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Burger King Restaurants and the extent to which the prospective Transferee properly integrated those Burger King Restaurants into its organization and resolved issues arising from or related to such previous acquisition; (f) the form, terms and conditions in the Transfer agreement must be acceptable to BKE; (g) the Transferee (and such other entities as BKE may require as principals and co-debtors) must execute BKE’s then current form of franchise agreement this Section hereof for a term equal to the remainder of the Term except term hereof, when requested; provided, however, that prior to the time of transfer: A. Developer shall not be in default of the Development Schedule; 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 the date of the transfer; E. The transferee must be of good moral character and reputation, in the reasonable judgment of the Franchisor; F. The transferee shall have demonstrated to the Franchisor's satisfaction, by meeting with the Franchisor or otherwise at Franchisor's option, that the Royalty and Advertising Contribution shall be transferee's qualifications meet the same as set out in this Agreement, no further franchise fee will be payable, and the timing Franchisor's then current criteria for required remodeling shall be as under this Agreement or as otherwise agreednew developers; (h) the Transferee and such owners of the corporate Transferee as BKE may request, G. The parties must execute a guarantee of the Transferee’s obligations to BKE and its Affiliates according to article 111 of the Swiss Code of Obligations. For the purposes of determining compliance, BKE shall have the right to examine and approve the form and content of all governing documents of the corporate Transferee; (i) if applicable, Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Burger King Marks and shall co-operate with 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 BKE authorizing and permitting the use of the Burger King Marks; (k) the Transferee’s Managing Owner and Operations Director and/or such other relevant persons as determined by BKE must have satisfactorily completed, at their expense, BKE’s training program for new franchisees on or before the date of Transfer; (l) Franchisee must pay the Transfer Fee to BKE before the Transfer Date. The Transfer Fee is payable in respect of any Transfer, whether by Franchisee or a Principal; (m) BKE is satisfied, in its sole business judgment, that the Franchised 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 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, BKE is satisfied, in its sole business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards BKE applies to newly developed Burger King Restaurants. (o) such legal documentation as is required by BKE must be executed, including a general release executed by Franchisee and each Co-Debtorwritten assignment, in a form satisfactory to BKEFranchisor, 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 it might have against BKEFranchisor as of the date of the assignment; H. The transferee must, its Affiliatesat Franchisor's option, execute the then-current form of Development Agreement and their respective officerssuch other then-current ancillary agreements as Franchisor may reasonably require. The then-current form of Development Agreement may have significantly different provisions, directorsprovided, agents however, that Exhibits A and employeesB hereto shall be Exhibits A and B to such development agreement; 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 restrictions imposed upon assignments and transfers 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 BKE will use reasonable efforts K. The Developer or the transferee shall have paid to provide Franchisor a response 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 proposed Transfer within 90 days transfer. If the transferee is a corporation formed by Developer for the convenience of receipt by BKE of Franchisee’s notice of ownership and in which the proposed Transfer and Developer is the furnishing of all reasonably requested information and documentationsole shareholder, no transfer fee shall be required.

Conditions for Consent. In determining whether or not to grant approval to a proposed Transfer of any interest Interest referred to in clause 14.113.1, BKE FRANCHISOR may consider any relevant matter in its sole discretion, including, without limitation, the protection of the Burger King System, the protection of BKE FRANCHISOR and its Affiliates, and the orderly and proper operation and development of other Burger King Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, BKE FRANCHISOR may impose or consider the following conditions for granting its consent to the proposed Transfer, as BKE FRANCHISOR may deem appropriate in its sole discretion: (a) all obligations of Franchisee to BKE 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 obligations of Franchisee to third parties arising out of the conduct of the Franchised Restaurant 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 provisions of this Agreement or any other agreement with BKE FRANCHISOR or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as BKE FRANCHISOR may request), in BKEFRANCHISOR’s sole judgment, satisfies all of BKEFRANCHISOR’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 BKEFRANCHISOR’s standard franchisee application and selection process including satisfactorily demonstrating to BKE FRANCHISOR that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as BKE FRANCHISOR shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of BKE FRANCHISOR at its corporate offices or such other location as may be reasonably requested by BKEFRANCHISOR. Without limiting the grounds on which it will be reasonable for BKE FRANCHISOR to withhold its consent to any Transfer, BKE 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 section 17 16 (Restrictive Covenant), or (ii) in the sole judgment of BKEFRANCHISOR, the Transfer would result in the Transferee having a disproportionately large ownership of Burger King Restaurants compared with the number of Burger King Restaurants operated by all franchisees in the Burger King System in [insert name of country];China(excluding those operated by FRANCHISOR or its Affiliates). (e) Transfers to existing franchisees in the Burger King System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. BKE FRANCHISOR reserves the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in BKEFRANCHISOR’s 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 Burger King Restaurants; (iii) the penetration level of Burger King Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Burger King Restaurants and the extent to which the prospective Transferee properly integrated those Burger King Restaurants into its organization and resolved issues arising from or related to such previous acquisition; (f) the form, terms and conditions in the Transfer agreement must be acceptable to BKEFRANCHISOR; (g) the Transferee (and such other entities as BKE FRANCHISOR may require as principals and co-debtorsguarantors) must execute BKEFRANCHISOR’s then current form of franchise agreement for a term equal to the remainder of the Term except that the Royalty and Advertising Contribution shall be the same as set out in this AgreementTerm, no further franchise fee will be payable, and the timing for required remodeling shall be as under this Agreement or as otherwise agreed; (h) the Transferee and such owners of the corporate Transferee as BKE FRANCHISOR may request, must execute a guarantee of the Transferee’s obligations to BKE FRANCHISOR and its Affiliates according to article 111 of the Swiss Code of ObligationsAffiliates. For the purposes of determining compliance, BKE FRANCHISOR shall have the right to examine and approve the form and content of all governing documents of the corporate Transferee; (i) if applicable, Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Burger King Marks and shall co-operate with BKE FRANCHISOR in effecting the cancellation of entries of Franchisee as a registered user with the relevant registry; (j) if applicable, the The Transferee must enter into any registered user Trademark Sub-license agreements required by BKE FRANCHISOR authorizing and permitting the use of the Burger King Marks; (k) the Transferee’s Managing Owner and Operations Director and/or such other relevant persons as determined by BKE FRANCHISOR must have satisfactorily completed, at their expense, BKEFRANCHISOR’s training program for new franchisees on or before the date of TransferTransfer Date; (l) Franchisee must pay the Transfer Fee to BKE FRANCHISOR before the Transfer Date. The Transfer Fee is payable in respect of any Transfer, whether by Franchisee or a Principal; (m) BKE FRANCHISOR is satisfied, in its sole business judgment, that the Franchised 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 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, BKE FRANCHISOR is satisfied, in its sole business judgment, that Franchisee and its Affiliates, on a consolidated basis, will meet the financial ratios and standards BKE FRANCHISOR applies to newly developed Burger King Restaurants. (o) such legal documentation as is required by BKE FRANCHISOR must be executed, including a general release executed by Franchisee and each Co-DebtorGuarantor, in a form satisfactory to BKEFRANCHISOR, of any and all claims against BKEFRANCHISOR, its Affiliates, and their respective officers, directors, agents and employees; and BKE FRANCHISOR will use reasonable efforts to provide a response to a proposed Transfer within 90 days of receipt by BKE 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. In determining whether or Franchisor shall not to grant approval to a proposed Transfer of any interest referred to in clause 14.1, BKE may consider any relevant matter in its sole discretion, including, without limitation, the protection of the Burger King System, the protection of BKE and its Affiliates, and the orderly and proper operation and development of other Burger King Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, BKE may impose or consider the following conditions for granting its consent to the proposed Transfer, as BKE may deem appropriate in its sole discretion: (a) all obligations of Franchisee to 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 obligations of Franchisee to third parties arising out of the conduct of the Franchised Restaurant 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 provisions of this Agreement or any other agreement with BKE or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as BKE may request), in BKE’s sole judgment, satisfies all of BKE’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 BKE’s standard franchisee application and selection process including satisfactorily demonstrating to BKE that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as BKE shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of BKE at its corporate offices or such other location as may be reasonably requested by BKE. Without limiting the grounds on which it will be reasonable for BKE to unreasonably withhold its consent to any Transfertransfer referred to in Section 14.02., BKE may withhold its consent when requested; provided, however, that prior to any proposed Transfer where: (i) the Transferee or any Affiliate time of the Transferee carries on activities of a kind described in section 17 (Restrictive Covenant), or (ii) in the sole judgment of BKE, the Transfer would result in the Transferee having a disproportionately large ownership of Burger King Restaurants compared with the number of Burger King Restaurants operated by all franchisees in the Burger King System in [insert name of country]transfer; (e) Transfers A. All of Franchisee's accrued monetary obligations to existing franchisees in the Burger King System may be subject to conditions materially different from or in addition to conditions with respect to other Transfers. BKE reserves the right to disapprove a Transfer based upon (without limitation) any of the following considerations, in BKE’s sole discretion: (i) the current geographic scope Franchisor and proximity of the prospective Transferee’s operations; (ii) the physical its subsidiaries and operational condition, opportunities and obligations present in the prospective Transferee’s existing market(s) and Burger King Restaurants; (iii) the penetration level of Burger King Restaurants in the prospective Transferee’s existing market(s); and (iv) the period of time since the prospective Transferee last acquired Burger King Restaurants and the extent to which the prospective Transferee properly integrated those Burger King Restaurants into its organization and resolved issues arising from or related to such previous acquisitionaffiliates shall have been satisfied; (f) B. Franchisee shall have agreed to remain obligated under the form, terms and conditions covenants contained in the Transfer agreement must be acceptable to BKE; (g) the Transferee (and such other entities Section XIII hereof as BKE may require as principals and co-debtors) must execute BKE’s then current form of franchise agreement for a term equal to the remainder of the Term except that the Royalty and Advertising Contribution shall be the same as set out in this Agreement, no further franchise fee will be payable, and the timing for required remodeling shall be as under if this Agreement or as otherwise agreed; (h) the Transferee and such owners of the corporate Transferee as BKE may request, must execute a guarantee of the Transferee’s obligations to BKE and its Affiliates according to article 111 of the Swiss Code of Obligations. For the purposes of determining compliance, BKE shall have the right to examine and approve the form and content of all governing documents of the corporate Transferee; (i) if applicable, Franchisee must execute all documents necessary to cancel the entries of Franchisee as a registered user of the Burger King Marks and shall co-operate with 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 BKE authorizing and permitting the use of the Burger King Marks; (k) the Transferee’s Managing Owner and Operations Director and/or such other relevant persons as determined by BKE must have satisfactorily completed, at their expense, BKE’s training program for new franchisees had been terminated on or before the date of Transferthe transfer; (l) Franchisee C. The transferee must pay be of good moral character and reputation, in the Transfer Fee to BKE before reasonable judgment of the Transfer Date. The Transfer Fee is payable in respect of any Transfer, whether by Franchisee or a PrincipalFranchisor; (m) BKE is satisfiedD. The Franchisor shall have determined, in to its sole business judgmentsatisfaction, that the Franchised Restaurant and transferee's qualifications meet the consummation of the contemplated transaction(s) will create sufficient cash flow after payment of debt service and other amounts necessary Franchisor's then current criteria 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 Agreementnew franchisees; (n) if Franchisee or any Affiliate proposes to Transfer only the real estate at the Franchised Restaurant, BKE is satisfied, in its sole business judgment, that E. Franchisee and its Affiliates, on transferee shall execute a consolidated basis, will meet the financial ratios and standards BKE applies to newly developed Burger King Restaurants. (o) such legal documentation as is required by BKE must be executed, including a general release executed by Franchisee and each Co-Debtorwritten assignment, in a form satisfactory to BKEFranchisor, 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 Franchisee might have against BKE, its Affiliates, and their respective officers, directors, agents and employees; and BKE will use reasonable efforts to provide a response to a proposed Transfer within 90 days of receipt by BKE 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 seven (7) 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 Popeyes restaurant, 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.