Common use of Conditions for Consent Clause in Contracts

Conditions for Consent. Franchisor shall not unreasonably withhold ---------------------- its consent to any transfer referred to in Section 14.02., when requested; provided, however, that prior to the time of transfer; A. All of Franchisee's accrued monetary obligations to Franchisor and its subsidiaries and affiliates shall have been satisfied; B. Franchisee shall have agreed to remain obligated under the covenants contained in Section XIII hereof as if this Agreement had been terminated on the date of the transfer; C. The transferee must be of good moral character and reputation, in the reasonable judgment of the Franchisor; D. The Franchisor shall have determined, to its satisfaction, that the transferee's qualifications meet the Franchisor's then current criteria for new franchisees; E. Franchisee and transferee shall execute a written assignment, in a form satisfactory to Franchisor, 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 Franchisor as of the 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 expiration date of this Agreement and will contain the same renewal rights, if any, as are available to Franchisee herein; G. The transferee shall agree at its sole cost and expense, to (i) complete a Franchised Unit Renovation, within the time frame required by Franchisor, unless a Franchised Unit Renovation was completed within three (3) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the training course then in effect for new franchisees. If the Franchised Unit is the transferee's first CINNABON Bakery, the transferee shall pay to Franchisor the then-standard Training Fee; I. If the transferee is a partnership, the partnership agreement shall provide that further assignments or transfers of any interest in the partnership are subject to all restrictions imposed upon assignments and transfers 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. Franchisor shall not unreasonably withhold ---------------------- its consent to any transfer referred to in Section 14.02., when requested; provided, however, that prior to the time of transfer; A. All of Franchisee's accrued monetary obligations to Franchisor and its subsidiaries and affiliates shall have been satisfied; B. Franchisee shall have agreed to remain obligated under the covenants contained in Section XIII hereof as if this Agreement had been terminated on the date of the transfer; C. The transferee must be of good moral character and reputation, in the reasonable judgment of the Franchisor; D. The Franchisor shall have determined, to its satisfaction, that the transferee's qualifications meet the Franchisor's then current criteria for new franchisees; E. Franchisee and transferee shall execute a written assignment, in a form satisfactory to Franchisor, 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 Franchisor as of the 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 expiration date of this Agreement and will contain the same renewal rights, if any, as are available to Franchisee herein; G. The transferee shall agree at its sole cost and expense, to (i) complete a Franchised Unit Renovation, within the time frame required by Franchisor, unless a Franchised Unit Renovation was completed within three seven (37) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the training course then in effect for new franchisees. If the Franchised Unit is the transferee's first CINNABON BakeryPopeyes 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 restrictions imposed upon assignments and transfers 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. Franchisor shall not unreasonably withhold ---------------------- its consent to any transfer referred to in Section 14.02.. hereof, when requested; provided, however, that prior to the time of transfer; A. All of Franchisee's accrued monetary obligations to Franchisor and its subsidiaries and affiliates shall have been satisfied; B. Franchisee shall have agreed to remain obligated under the covenants contained in Section XIII hereof as if this Agreement had been terminated on the date of the transfer; C. The transferee must be of good moral character and reputation, in the reasonable judgment of the Franchisor; D. The Franchisor shall have determined, to its satisfaction, that the transferee's qualifications meet the Franchisor's then current criteria for new franchisees; E. Franchisee and transferee shall execute a written assignment, in a form satisfactory to Franchisor, 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 Franchisor as of the date of the assignment; F. The transferee shall execute the then-current form of SEATTLE'S BEST COFFEE Franchise Agreement and such other then-current ancillary agreements as Franchisor may reasonably require. The then-current form of Franchise Agreement may have significantly different provisions including, without limitation, a higher royalty fee and advertising contribution than that contained in this Agreement. The then-current form of Franchise Agreement will expire on the 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 RenovationRenovation (as defined in Section 10.01.C herein), within the time frame required by Franchisor, unless a Franchised Unit Renovation was <PAGE> completed within three (3) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the SBC training course then in effect for new SBC franchisees. If the Franchised Unit is the transferee's first CINNABON BakerySBC Retail Unit, the transferee shall pay to Franchisor the then-standard Training Fee; I. If the transferee is a partnershippartnership or limited liability company, the partnership agreement or limited liability company organizational documents shall provide that further assignments or transfers of any interest in the partnership or limited liability company, respectively, are subject to all restrictions imposed upon assignments and transfers in this Agreement; J. Franchisee shall, at Franchisor's option and request, execute a written guarantee of the transferee's obligations under the Agreement, which guarantee shall not exceed a period of three (3) years from the date of transfer.; and all principals of the transferee shall also guarantee Franchisee's obligations hereunder, and K. The Franchisee or transferee shall pay to Franchisor a transfer processing fee of Two Thousand Five Thousand Hundred Dollars ($5,0002,500), to cover Franchisor's administrative expenses in connection with the transfertransfer and a training fee in the amount of Five Thousand Dollars ($5,000); however no additional franchise fee shall be charged by Franchisor for a transfer. If the transferee is (i) a corporation or limited liability company formed by Franchisee for the convenience of ownership and in which the Franchisee is the sole shareholdershareholder or limited liability company member, or (ii) an existing Franchisee under this Agreement, no transfer processing fee and/or training fee shall be required.

Conditions for Consent. Franchisor shall not unreasonably withhold ---------------------- its consent to any transfer referred to in this Section 14.02.hereof for the remainder of the term hereof, when requested; provided, however, that prior to the time of transfer;: A. All of FranchiseeDeveloper's accrued monetary obligations to Franchisor and Franchisor, its subsidiaries and affiliates shall have been satisfied; B. Franchisee Developer shall have agreed to remain obligated under the covenants contained in Section XIII XI and XII hereof as if this Agreement had been terminated on the date of the transfer; C. The transferee must be of good moral character and reputation, in the reasonable sole judgment of the Franchisor; D. The Franchisor transferee shall have determineddemonstrated to Franchisor's satisfaction, to its satisfactionby meeting with the Franchisor or otherwise at Franchisor's option, that the transferee's qualifications meet the Franchisor's then then-current criteria for a new franchiseesdeveloper; E. Franchisee and transferee shall The parties must execute a written assignment, in a form satisfactory to Franchisor, pursuant to which the transferee shall assume all of the obligations of Franchisee the individual or entity which is the transferor under this Agreement and Franchisee pursuant to which Developer shall unconditionally generally release any and all claims Franchisee it might have against Franchisor as of the date of the assignment; F. The parties must, at Franchisor's option, provide Franchisor with a copy of the purchase and sale agreement and such other documents as Franchisor may reasonably request in connection therewith; G. Developer must make, in conjunction with the transfer of Developer's rights and obligations under this Agreement, a simultaneous transfer to the same transferee of all comparable interests held by Developer in all Franchise Agreements executed pursuant hereto and, in conjunction with such transfer, shall execute the and require all Franchisees under Franchise Agreements executed pursuant hereto to execute all documents reasonably required to effect such transfer; H. The transferee must, at Franchisor's option, execute Franchisor's then-current standard international form of Franchise SBC COFFEE Development Agreement and such other then-current ancillary agreements as Franchisor may reasonably require. The then-current form of Franchise standard international SBC COFFEE Development Agreement may have significantly different provisions includingfrom the provisions herein; provided, 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 expiration date of this Agreement and will contain the same renewal rights, if any, as are available to Franchisee herein; G. The transferee shall agree at its sole cost and expense, to (i) complete a Franchised Unit Renovation, within the time frame required by Franchisor, unless a Franchised Unit Renovation was completed within three (3) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the training course then in effect for new franchisees. If the Franchised Unit is the transferee's first CINNABON Bakeryhowever, the transferee terms and conditions in Exhibits A and B hereto shall pay be Exhibits A and B to Franchisor the then-standard Training Feesuch development agreement; I. If the transferee is a partnershippartnership or a limited liability company, the partnership agreement or limited liability company organizational documents shall provide that further assignments or transfers of any interest in the partnership or limited liability company, respectively, are subject to all restrictions imposed upon assignments and transfers in this Agreement; J. Franchisee 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 one (31) years year from the date of transfer., and all principals of the transferee shall also guarantee Developer's obligations hereunder; and K. The Franchisee Developer or the transferee shall pay have paid to Franchisor a transfer fee of Five Thousand U.S. Dollars (U.S. $5,000), and any out of pocket expenses associated with reviewing the application to transfer, including, without limitation, legal and accounting fees to cover Franchisor's administrative expenses in connection with the transfer; however , and a training fee of Five Thousand U.S. Dollars (U.S. $5,000), but no additional franchise fee territorial fees 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. Franchisor shall not unreasonably withhold ---------------------- its consent to any transfer referred to in Section 14.02.14.02 hereof, when requested; provided, however, that prior to the time of transfer; A. All of Franchisee's accrued monetary obligations to Franchisor and its subsidiaries and affiliates shall have been satisfied; B. Franchisee shall have agreed to remain obligated under the covenants contained in Section XIII hereof as if this Agreement had been terminated on the date of the transfer; C. The transferee must be of good moral character and reputation, in the reasonable judgment of the Franchisor; D. The Franchisor shall have determined, to its satisfaction, that the transferee's qualifications meet the Franchisor's then current criteria for new franchisees; E. Franchisee ▇. ▇▇▇▇▇▇▇▇▇▇ and transferee shall execute a written assignment, in a form satisfactory to Franchisor, 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 Franchisor as of the date of the assignment; F. The transferee shall execute the then-current form of SEATTLE'S BEST COFFEE Franchise Agreement and such other then-current ancillary agreements as Franchisor may reasonably require. The then-current form of Franchise Agreement may have significantly different provisions including, without limitation, a higher royalty fee and advertising contribution than that contained in this Agreement. The then-current form of Franchise Agreement will expire on the 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 RenovationRenovation (as defined in Section 10.01.C herein), within the time frame required by Franchisor, unless a Franchised Unit Renovation was completed within three (3) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the SBC training course then in effect for new SBC franchisees. If the Franchised Unit is the transferee's first CINNABON BakerySBC Retail Unit, the transferee shall pay to Franchisor the then-standard Training Fee; I. If the transferee is a partnershippartnership or limited liability company, the partnership agreement or limited liability company organizational documents shall provide that further assignments or transfers of any interest in the partnership or limited liability company, respectively, are subject to all restrictions imposed upon assignments and transfers in this Agreement; J. Franchisee shall, at Franchisor's option and request, execute a written guarantee of the transferee's obligations under the Agreement, which guarantee shall not exceed a period of three (3) years from the date of transfer.; and all principals of the transferee shall also guarantee Franchisee's obligations hereunder, and K. The Franchisee or transferee shall pay to Franchisor a transfer processing fee of Two Thousand Five Thousand Hundred Dollars ($5,0002,500), to cover Franchisor's administrative expenses in connection with the transfertransfer and a training fee in the amount of Five Thousand Dollars ($5,000); however no additional franchise fee shall be charged by Franchisor for a transfer. If the transferee is (i) a corporation or limited liability company formed by Franchisee for the convenience of ownership and in which the Franchisee is the sole shareholdershareholder or limited liability company member, or (ii) an existing Franchisee under this Agreement, no transfer processing fee and/or training fee shall be required.

Conditions for Consent. Franchisor shall not unreasonably withhold ---------------------- its consent to any transfer referred to in this Section 14.02.hereof for the remainder of the term hereof, when requested; provided, however, that prior to the time of transfer: A. Developer shall not be in default of the Development Schedule; A. B. The transfer must be in conjunction with a simultaneous transfer to the same transferee of all Franchised Units operated by Developer under the SBC System within the same DMA('s) as the remaining development options ; C. All of FranchiseeDeveloper's accrued monetary obligations to Franchisor and its subsidiaries and affiliates shall have been satisfied; B. Franchisee D. Developer shall have agreed to remain obligated under the covenants contained in Section XIII Sections VII and VIII hereof as if this Agreement had been terminated on the date of the transfer; C. E. The transferee must be of good moral character and reputation, in the reasonable judgment of the Franchisor; D. F. The Franchisor transferee shall have determineddemonstrated to the Franchisor's satisfaction, to its satisfactionby meeting with the Franchisor or otherwise at Franchisor's option, that the transferee's qualifications meet the Franchisor's then current criteria for new franchiseesdevelopers; E. Franchisee and transferee shall G. The parties must execute a written assignment, in a form satisfactory to Franchisor, pursuant to which the transferee shall assume all of the obligations of Franchisee the individual or entity which is the transferor under this Agreement and Franchisee pursuant to which Developer shall unconditionally generally release any and all claims Franchisee it might have against Franchisor as of the date of the assignment; F. H. The transferee shall must, at Franchisor's option, execute the then-then- current form of Franchise Development Agreement and such other then-current ancillary agreements as Franchisor may reasonably require. The then-current form of Franchise Development Agreement may have significantly different provisions includingprovisions, without limitationprovided, a higher royalty fee however, that Exhibits A and advertising contribution than that contained in this Agreement. The then-current form of Franchise Agreement will expire on the expiration date of this Agreement B hereto shall be Exhibits A and will contain the same renewal rights, if any, as are available B to Franchisee herein; G. The transferee shall agree at its sole cost and expense, to (i) complete a Franchised Unit Renovation, within the time frame required by Franchisor, unless a Franchised Unit Renovation was completed within three (3) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the training course then in effect for new franchisees. If the Franchised Unit is the transferee's first CINNABON Bakery, the transferee shall pay to Franchisor the then-standard Training Feedevelopment 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. Franchisee Developer shall, at Franchisor's option and request, execute a written guarantee of the transferee's obligations under the Agreement, which such guarantee shall not exceed a period of three (3) years from the date of transfer.; and K. The Franchisee Developer or the transferee shall pay have paid to Franchisor a transfer fee of Five Thousand Dollars ($5,000), to cover Franchisor's administrative expenses in connection with the transfer; however , but no additional franchise fee development fees shall be charged by Franchisor for a transfer. If the transferee is (i) a corporation formed by Franchisee Developer for the convenience of ownership and in which the Franchisee Developer is the sole shareholder, or (ii) an existing Franchisee under this Agreement, no transfer fee shall be required.

Conditions for Consent. Franchisor shall not unreasonably withhold ---------------------- its consent to any transfer referred to in Section 14.02., when requested; provided, however, that prior to the time of transfer; A. All of Franchisee's accrued monetary obligations to Franchisor and its subsidiaries and affiliates shall have been satisfied; B. Franchisee shall have agreed to remain obligated under the covenants contained in Section XIII hereof as if this Agreement had been terminated on the date of the transfer; C. The transferee must be of good moral character and reputation, in the reasonable judgment of the Franchisor; D. The Franchisor shall have determined, to its satisfaction, that the transferee's qualifications meet the Franchisor's then current criteria for new franchisees; E. Franchisee and transferee shall execute a written assignment, in a form satisfactory to Franchisor, 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 Franchisor as of the 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 expiration date of this Agreement and will contain the same renewal rights, if any, as are available to Franchisee herein; G. The transferee shall agree at its sole cost and expense, to (i) complete a Franchised Unit Renovation, within the time frame required by Franchisor, unless a Franchised Unit Renovation was completed within three seven (37) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the training course then in effect for new franchisees. If the Franchised Unit is the transferee's first CINNABON BakeryChurchs 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 restrictions imposed upon assignments and transfers 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. Franchisor shall not unreasonably withhold ---------------------- its consent to any transfer referred to in this Section 14.02.hereof for the remainder of the term hereof, when requested; provided, however, that prior to the time of transfer: A. Developer shall not be in default of the Development Schedule; A. B. The transfer must be in conjunction with a simultaneous transfer to the same transferee of all Franchised Units operated by Developer under Chesapeake Bagel Bakery System within the same DMA('s) as the remaining development options; C. All of FranchiseeDeveloper's accrued monetary obligations to Franchisor and its subsidiaries and affiliates shall have been satisfied; B. Franchisee D. Developer shall have agreed to remain obligated under the covenants contained in Section XIII Sections VII and VIII hereof as if this Agreement had been terminated on the date of the transfer; C. E. The transferee must be of good moral character and reputation, in the reasonable judgment of the Franchisor; D. F. The Franchisor transferee shall have determineddemonstrated to the Franchisor's satisfaction, to its satisfactionby meeting with the Franchisor or otherwise at Franchisor's option, that the transferee's qualifications meet the Franchisor's then current criteria for new franchiseesdevelopers; E. Franchisee and transferee shall G. The parties must execute a written assignment, in a form satisfactory to Franchisor, pursuant to which the transferee shall assume all of the obligations of Franchisee the individual or entity which is the transferor under this Agreement and Franchisee pursuant to which Developer shall unconditionally generally release any and all claims Franchisee it might have against Franchisor as of the date of the assignment; F. H. The transferee shall must, at Franchisor's option, execute the then-current form of Franchise Development Agreement and such other then-current ancillary agreements as Franchisor may reasonably require. The then-then- current form of Franchise Development Agreement may have significantly different provisions includingprovisions, without limitationprovided, a higher royalty fee however, that Exhibits A and advertising contribution than that contained in this Agreement. The then-current form of Franchise Agreement will expire on the expiration date of this Agreement B hereto shall be Exhibits A and will contain the same renewal rights, if any, as are available B to Franchisee herein; G. The transferee shall agree at its sole cost and expense, to (i) complete a Franchised Unit Renovation, within the time frame required by Franchisor, unless a Franchised Unit Renovation was completed within three (3) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the training course then in effect for new franchisees. If the Franchised Unit is the transferee's first CINNABON Bakery, the transferee shall pay to Franchisor the then-standard Training Feedevelopment 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. Franchisee Developer shall, at Franchisor's option and request, execute a written guarantee of the transferee's obligations under the Agreement, which such guarantee shall not exceed a period of three (3) years from the date of transfer.; and K. The Franchisee Developer or the transferee shall pay have paid to Franchisor a transfer fee of Five Thousand Dollars ($5,000), to cover Franchisor's administrative expenses in connection with the transfer; however , but no additional franchise fee development fees shall be charged by Franchisor for a transfer. If the transferee is (i) a corporation formed by Franchisee Developer for the convenience of ownership and in which the Franchisee Developer is the sole shareholder, or (ii) an existing Franchisee under this Agreement, no transfer fee shall be required.

Conditions for Consent. Franchisor If Landlord does not exercise any recapture right arising in favor of Landlord under Paragraph JOB, Tenant may then enter into the assignment or sublease, as the case may be, specified in the Tenant's Notice giving rise to such recapture right, in accordance, and only in accordance, with the following provisions. If Tenant enters into such assignment or sublease it shall submit an executed copy of the sublease or assignment to Landlord for consent not unreasonably withhold ---------------------- less than thirty (30) days prior to the proposed effective date of assignment or the proposed commencement date of the term of the sublease, as the case may be. In the case of a sublease, the instrument shall expressly state that it is and shall remain at all times subject and subordinate to this Lease and all of the terms, covenants and agreements contained in this Lease. No such assignment or sublease instrument shall expressly or by implication impose upon Landlord any duties or obligations or alter the provisions of this Lease. Landlord agrees to give Tenant written notice within fifteen (15) days after receipt by Landlord of Tenant's proposed assignment or proposed sublease of Landlord's consent to or rejection of same. Landlord agrees that its consent to any transfer referred to in Section 14.02., when requestedsuch proposed assignment or proposed sublease shall not be unreasonably withheld; provided, however, that prior in addition to other circumstances under which Landlord's consent may be withheld, Tenant agrees that the time withholding by Landlord of transfer;its consent to such proposed assignment or proposed sublease will not be deemed "unreasonable" if: A. All (1) the assignee or subtenant is non-creditworthy or disreputable, or is not of Franchisee's accrued monetary obligations to Franchisor and its subsidiaries and affiliates shall have been satisfied; B. Franchisee shall have agreed to remain obligated under a character, or otherwise is not in keeping with, the covenants contained in Section XIII hereof as if this Agreement had been terminated on the date nature or class of the transfer; C. The transferee must be of good moral character and reputation, tenants in the reasonable judgment of Building, (2) the Franchisor;assignee or subtenant is a government (or subdivision or agency thereof) or is then a tenant in the Building, D. The Franchisor shall have determined, to its satisfaction, that the transferee's qualifications meet the Franchisor's then current criteria for new franchisees; E. Franchisee and transferee shall execute a written assignment, in a form satisfactory to Franchisor, 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 Franchisor as of the 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 expiration date of this Agreement and will contain the same renewal rights, if any, as are available to Franchisee herein; G. The transferee shall agree at its sole cost and expense, to (i) complete a Franchised Unit Renovation, within the time frame required by Franchisor, unless a Franchised Unit Renovation was completed within three (3) years prior to the date use of the transfer Premises by the assignee or subtenant would, in Landlord's reasonable judgment, significantly increase the pedestrian traffic in and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the training course then in effect for new franchisees. If the Franchised Unit is the transferee's first CINNABON Bakery, the transferee shall pay to Franchisor the then-standard Training Fee; I. If the transferee is a partnership, the partnership agreement shall provide that further assignments or transfers of any interest in the partnership are subject to all restrictions imposed upon assignments and transfers in this Agreement; J. Franchisee shall, at Franchisor's option and request, execute a written guarantee out of the transferee's obligations under Building or 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.vehicular

Conditions for Consent. Franchisor shall not unreasonably withhold ---------------------- its consent to any transfer referred to in Section 14.02.. hereof, when requested; provided, however, that prior to the time of transfer; A. All of Franchisee's accrued monetary obligations to Franchisor and its subsidiaries and affiliates shall have been satisfied; B. Franchisee shall have agreed to remain obligated under the covenants contained in Section XIII hereof as if this Agreement had been terminated on the date of the transfer; C. The transferee must be of good moral character and reputation, in the reasonable judgment of the Franchisor; D. The Franchisor shall have determined, to its satisfaction, that the transferee's qualifications meet the Franchisor's then current criteria for new franchisees; E. Franchisee and transferee shall execute a written assignment, in a form satisfactory to Franchisor, 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 Franchisor as of the date of the assignment; F. The transferee shall execute the then-current form of SEATTLE'S BEST COFFEE Franchise Agreement and such other then-current ancillary agreements as Franchisor may reasonably require. The then-current form of Franchise Agreement may have significantly different provisions including, without limitation, a higher royalty fee and advertising contribution than that contained in this Agreement. The then-current form of Franchise Agreement will expire on the 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 RenovationRenovation (as defined in Section 10.01.C herein), within the time frame required by Franchisor, unless a Franchised Unit Renovation was completed within three (3) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the SBC training course then in effect for new SBC franchisees. If the Franchised Unit is the transferee's first CINNABON BakerySBC Retail Unit, the transferee shall pay to Franchisor the then-standard Training Fee; I. If the transferee is a partnershippartnership or limited liability company, the partnership agreement or limited liability company organizational documents shall provide that further assignments or transfers of any interest in the partnership or limited liability company, respectively, are subject to all restrictions imposed upon assignments and transfers in this Agreement; J. Franchisee shall, at Franchisor's option and request, execute a written guarantee of the transferee's obligations under the Agreement, which guarantee shall not exceed a period of three (3) years from the date of transfer.; and all principals of the transferee shall also guarantee Franchisee's obligations hereunder, and K. The Franchisee or transferee shall pay to Franchisor a transfer processing fee of Two Thousand Five Thousand Hundred Dollars ($5,0002,500), to cover Franchisor's administrative expenses in connection with the transfertransfer and a training fee in the amount of Five Thousand Dollars ($5,000); however no additional franchise fee shall be charged by Franchisor for a transfer. If the transferee is (i) a corporation or limited liability company formed by Franchisee for the convenience of ownership and in which the Franchisee is the sole shareholdershareholder or limited liability company member, or (ii) an existing Franchisee under this Agreement, no transfer processing fee and/or training fee shall be required.

Conditions for Consent. Franchisor shall not unreasonably withhold ---------------------- with hold its consent to any transfer referred to in Section 14.02., when requested; provided, however, that prior to the time of transfer; A. All of Franchisee's accrued monetary obligations to Franchisor and its subsidiaries and affiliates shall have been satisfied; B. Franchisee shall have agreed to remain obligated under the covenants contained in Section XIII hereof as if this Agreement had been terminated on the date of the transfer; C. The transferee must be of good moral character and reputation, in the reasonable judgment of the Franchisor; D. The Franchisor shall have determined, to its satisfaction, that the transferee's qualifications meet the Franchisor's then current criteria for new franchisees; E. Franchisee and transferee shall execute a written assignment, in a form satisfactory to Franchisor, 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 Franchisor as of the 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 expiration date of this Agreement and will contain the same renewal rights, if any, as are available to Franchisee herein; G. The transferee shall agree at its sole cost and expense, to (i) complete a Franchised Unit Renovation, within the time frame required by Franchisor, unless a Franchised Unit Renovation was completed within three seven (37) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the training course then in effect for new franchisees. If the Franchised Unit is the transferee's first CINNABON BakeryChesapeake Bagel Bakery 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 restrictions imposed upon assignments and transfers 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. Franchisor shall not unreasonably withhold ---------------------- its consent to any transfer referred to in this Section 14.02.hereof for the remainder of the term hereof, when requested; provided, however, that prior to the time of transfer: A. Developer shall not be in default of the Development Schedule; A. B. The transfer must be in conjunction with a simultaneous transfer to the same transferee of all Franchised Units operated by Developer under the Churchs System within the same DMA('s) as the remaining developmen options; ----------------------------------- C. All of FranchiseeDeveloper's accrued monetary obligations to Franchisor and its subsidiaries and affiliates shall have been satisfied; B. Franchisee D. Developer shall have agreed to remain obligated under the covenants contained in Section XIII Sections VII and VIII hereof as if this Agreement had been terminated on the date of the transfer; C. E. The transferee must be of good moral character and reputation, in the reasonable judgment of the Franchisor; D. F. The Franchisor transferee shall have determineddemonstrated to the Franchisor's satisfaction, to its satisfactionby meeting with the Franchisor or otherwise at Franchisor's option, that the transferee's qualifications meet the Franchisor's then current criteria for new franchiseesdevelopers; E. Franchisee and transferee shall G. The parties must execute a written assignment, in a form satisfactory to Franchisor, pursuant to which the transferee shall assume all of the obligations of Franchisee the individual or entity which is the transferor under this Agreement and Franchisee pursuant to which Developer shall unconditionally generally release any and all claims Franchisee it might have against Franchisor as of the date of the assignment; F. H. The transferee shall must, at Franchisor's option, execute the then-then- current form of Franchise Development Agreement and such other then-current ancillary agreements as Franchisor may reasonably require. The then-current form of Franchise Development Agreement may have significantly different provisions includingprovisions, without limitationprovided, a higher royalty fee however, that Exhibits A and advertising contribution than that contained in this Agreement. The then-current form of Franchise Agreement will expire on the expiration date of this Agreement B hereto shall be Exhibits A and will contain the same renewal rights, if any, as are available B to Franchisee herein; G. The transferee shall agree at its sole cost and expense, to (i) complete a Franchised Unit Renovation, within the time frame required by Franchisor, unless a Franchised Unit Renovation was completed within three (3) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the training course then in effect for new franchisees. If the Franchised Unit is the transferee's first CINNABON Bakery, the transferee shall pay to Franchisor the then-standard Training Feedevelopment 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. Franchisee Developer shall, at Franchisor's option and request, execute a written guarantee of the transferee's obligations under the Agreement, which such guarantee shall not exceed a period of three (3) years from the date of transfer.; and K. The Franchisee Developer or the transferee shall pay have paid to Franchisor a transfer fee of Five Thousand Dollars ($5,000), to cover Franchisor's administrative expenses in connection with the transfer; however , but no additional franchise fee development fees shall be charged by Franchisor for a transfer. If the transferee is (i) a corporation formed by Franchisee Developer for the convenience of ownership and in which the Franchisee Developer is the sole shareholder, or (ii) an existing Franchisee under this Agreement, no transfer fee shall be required.