Who is responsible for the final decision regarding the selection of a suitable site for a Bambu franchise?

nder no circumstances refundable to Franchisee, unless otherwise specifically set forth in this Agreement.

5. DEVELOPMENT OF FRANCHISED LOCATION

• 5.1 Approval of Franchised Location. Franchisee shall locate, within 90 days after the date of execution of this Agreement, a Franchised Location which is suitable for the operation of the Bambū shoppe and have it accepted by Bambu, provided that Bambu may extend this deadline in the event that Franchisee is making a diligent effort in obtaining a Franchised Location, as determined by Bambu in its discretion. Franchisee shall seek Bambu's approval of any site proposed as a Franchised Location, by submitting such site submittal information, including the address, site plan, terms sheet, and demographics and other reasonable materials requested by Bambu. Franchisee acknowledges and agrees that Bambu's review and acceptance of a site and any information provided by Bambu regarding the site does not constitute a representation or warranty of any kind, express or implied, as to the suitability of the site for a Bambū shoppe. If Bambu disapproves of any site proposed by Franchisee, Bambu will grant Franchisee an additional, reasonable period of time to obtain approval of a Franchised Location, as may be determined in Bambu's sole but reasonable business judgment.
• 5.2 Approval of Site Acquisition or Lease. Bambu will provide Franchisee assistance with the negotiation and review of a letter of intent for the lease, and the lease, for the Franchised Location, as Bambu determines appropriate in its discretion. Bambu's assistance will include suggestions and recommendations concerning the terms and conditions of the letter of intent and lease provisions. It ultimately is the responsibility of Franchisee to negotiate and accept the final terms of the lease and related documents. Franchisee must obtain Bambu's prior written approval before executing any letter of intent or lease for the Franchised Location. If Franchisee leases the Franchised Location, Franchisee shall ensure that the lease for the Franchised Location contains a use clause approved by Bambu and signage criteria that provides for adequate branding of the Bambū shoppe. While Bambu's assistance may include recommendations to protect Franchisee under the terms of the lease, Franchisee acknowledges that Bambu's involvement in the negotiation or approval of a lease for the Franchised Location is primarily for Bambu's benefit only and does not constitute a recommendation, endorsement or guarantee by Bambu of the suitability or profitability of the location, the lease. Franchisee should take all steps necessary to

ascertain whether such location and lease are acceptable to Franchisee, which may include engaging its own legal counsel to review the letter of intent and lease. Franchisee shall deliver a copy of the signed lease for the Franchised Location to Bambu within 15 days of its execution. Franchisee shall notify Bambu when it takes possession of the Franchised Location.

5.3 Construction, Conversion and Design.

• a. Once a lease is signed, Franchisee will need to obtain permits and begin construction of the shoppe as quickly as possible.

Source: Item 23 — Receipts (FDD pages 52–209)