What conditions must be met for Augusta Lawn Care to consent to the Requested Assignment of the Franchised Business?

Franchisee shall notify Augusta Lawn Care in writing of any proposed transfer of this Agreement, any direct or indirect interest in You, or in all or substantially all of the assets of Augusta Lawn Care Business, at least thirty (30) days before such transfer is proposed to take place. Augusta Lawn Care shall not unreasonably withhold its consent to any transfer. Augusta Lawn Care may, in its sole discretion, require any or all of the following as conditions of its approval:

• (a) That all of Your accrued monetary obligations and all other outstanding obligations to Franchisor and its affiliates have been satisfied;

• (b) That You are not in default of any provision of this Agreement, any amendment or addendum hereof or successor hereto, or any other agreement between You and Augusta Lawn Care or its affiliates;

• (c) That the transferor shall have executed a general release, in a form prescribed by Augusta Lawn Care, of any and all claims against Augusta Lawn Care and its

• affiliates, and their respective officers, directors, agents, shareholders, and employees;

• (d) That the transferor (and, if the transferee is other than an individual, such owners of a beneficial interest in the transferee as Augusta Lawn Care may request) demonstrate to Augusta Lawn Care's satisfaction that it meets Augusta Lawn Care's educational, managerial and business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to operate the Augusta Lawn Care Business (as may be evidenced by prior related business experience or otherwise); and has adequate financial resources and capital to operate the Augusta Lawn Care Business, taking into consideration the purchase price paid by the transferee for the Augusta Lawn Care Business;

• (e) That (1) at Augusta Lawn Care's option, (a) the transferee (and, if the transferee is other than an individual, such owners of a beneficial interest in the transferee as Augusta Lawn Care may request) enter into a written assignment, in a form satisfactory to Augusta Lawn Care, assuming and agreeing to discharge all of Your obligations under this Agreement, or (b) the transferee(s) execute, for a term ending on the expiration date of this Agreement and with such renewal term(s) as may be provided by this Agreement, the Augusta Lawn Care's then-current form of franchise agreement and other ancillary agreements as Franchisor may require for the Augusta Lawn Care Business, which agreements shall supersede this Agreement in all respects, and the terms of which may differ from the terms of this Agreement, including, without limitation, higher royalty fees, advertising contributions, or other fees, and a smaller or modified Territory, except that the transferee shall not be required to pay any initial franchise fee; and (2) the transferee's principal guaranty the performance of all such obligations in writing in a form satisfactory to Augusta Lawn Care;

• (f) That You remain liable for all of the obligations to Augusta Lawn Care in connection with the Augusta Lawn Care Business which arose prior to the effective date of the transfer and execute any and all instruments reasonably requested by Augusta Lawn Care to evidence such liability;

Source: Item 23 — RECEIPTS (FDD pages 44–184)