Does the Aira Fitness franchisor have to provide a reason if they withhold consent for a transfer?

• B.

Consent to Transfer.

We will not unreasonably withhold our consent to transfer, provided we determine that all of the conditions described in this Section 12 have been satisfied.

Application for our consent to a transfer and tender of the right of first refusal provided for in Section 12.E must be made by submission of our form of application for consent to transfer, which must be accompanied by the documents (including a copy of the proposed purchase or other transfer agreement) or other required information.

The application must indicate whether you or an Owner proposes to retain a security interest in the property to be transferred.

No security interest may be retained or created, however, without our prior written consent and except upon conditions acceptable to us.

Any agreement used in connection with a transfer is subject to our prior written approval, which approval will not be withheld unreasonably.

Any attempted transfer by you without our prior written consent or otherwise not in compliance with the terms of this Agreement will be void and will provide us with the right to elect either to default and terminate this Agreement or to collect from you and the guarantors a transfer fee equal to two times the transfer fee provided for in Section 12.C.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)