Under what conditions is the Bananas Smoothies Frozen Yogurt Sublease granted to the Sublessee?

WHEREAS, Sublessor is the Tenant under the Lease, the terms and provisions of which are incorporated as if fully set out herein; and WHEREAS, Sublessee acknowledges and agrees that they are in receipt of a copy of the Lease and

WHEREAS, Sublessor has agreed with the Sublessee to grant a Sublease of the Demised Premise to Sublessee subject to the terms of this Sublease; and WHEREAS, Everything Yogurt Brands, LLC ("Franchisor") and Sublessee (as "Franchisee" have previously executed the current Franchise Agreement ("Franchise Agreement") under which the Sublessee will operate a Restaurant as the term is defined in the Franchise Agreement subject to the term of the Franchise Agreement and this Sublease; and Sublessee acknowledges that Landlord may unilaterally modify the Lease for the Demised Premises in which case this Sublease Agreement may be amended modify the Leade for the Definition Fromtier in which case this subjects regionitely the difficult

• 1. The Sublessee covenants with the Sublessor to perform as follows:
  • (a) Pay rent as aforesaid; and
  • (b) Perform and observe all of the covenants on the part of the Sublessor as tenant under the provisions of the Lease and to keep the Sublessor fully and completely indemnified against all actions, claims, expenses and demands in respect to each and every of such covenants; and
  • (c) Not assign, sublet or part with possession of all or any part of the Demised Premises without the prior consent in writing of the Sublessor, which consent may be unreasonably withheld, or if granted, may be granted by the Sublessor upon such terms and conditions as the Sublessor may see fit; subject always to the prior consent of the Landlord in accordance with, and subject to, the terms of the Lease; and
  • (d) Pay when due all continuing franchise fees and advertising contributions as required by Sublessee's Franchise Agreement; such payments being characterized as additional rent under this Sublease Agreement; and
  • (e) Perform all of the covenants contained in the Franchise Agreement.
• 1. Sublessee hereby acknowledges and agrees that: the Lease is fully negotiated, it has not been charged for said negotiations, it did not rely on the negotiations, it had its own counsel review the Sublease and Sublessor and its attorneys, officers, representatives, general counsel and employees represented only Sublessor and not Sublessee in the negotiations. Sublessee hereby further agrees and acknowledges that it is accepting the Lease "as is", and that, consistent with paragraph 15 of this Sublease, neither Sublessor, nor any of its officers, employees, representatives, general counsel or attorneys have made any representations or promises upon which Sublessee has relied in connection with the Lease and this Sublease.
• 1. Sublessee shall supply the Landlord and the Sublessor with copies of the required Certificate of Insurance.
• 1. The Sublessee will pay any and all rents and other charges due and owing under the Lease directly to the Landlord, pursuant to the terms and conditions of the Lease. The fees due under the Franchise Agreement will be paid to Franchisor pursuant to the terms of the Franchise Agreement.
• 1. Sublessee acknowledges that Sublessor and/or its affiliates has/have a long- standing relationship with the Landlord under the Lease. If, as a result of said relationship, Sublessor achieves a rent credit or other savings under the Lease, Sublessor will retain the benefit of said credit and/or savings, and Sublessee will continue to pay Landlord the amounts due and owing on the attached Lease. Sublessor shall not unreasonably withhold its consent to a transfer of any interest in this sublease; provided, however, that prior to the time of transfer, including transfer by a trustee in bankruptcy, Sublessee shall pay Sublessor, prior to approval by Sublessor, a transfer fee of $10,000.00.
• 1. Sublessor may correct any patent errors and fill in all blanks in this Agreement or any Collateral Schedule or Exhibit, consistent with the agreement of the parties.
• 1. Sublessee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Sublessee, and that Sublessor has granted this Sublease in reliance on Sublessee's business skills and financial capacity. Accordingly, neither Sublessee nor any immediate or remote successor to any party of Sublessee's interest in this Sublease, including any trustee in bankruptcy, shall sell, assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any interest in this franchise without the prior written consent of Sublessor and provided that Sublessee shall first have complied with the conditions for transfer set forth in this Agreement to Sublessor's satisfaction. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Sublessor shall be null and void and shall constitute a material breach of this Agreement, for which Sublessor may then terminate without opportunity to cure.

Source: Item 23 — RECEIPT (FDD pages 58–231)