How can the Baya Bar Franchise Agreement be changed or terminated?

• 5.4.2 Developer shall be in full compliance with this Agreement, the Mandatory Development Schedule, and all Franchise Agreements with Franchisor and any other agreement with Franchisor or Franchisor's affiliates;

• 5.4.3 Developer has demonstrated the management skills necessary for competent operation, organization, customer service and record keeping of an additional Baya Bar outlet as determined by Franchisor, in Franchisor's sole discretion.

• 5.5 Termination for Failure of Condition. Notwithstanding anything to the contrary contained herein, in the event that Franchisor determines, in Franchisor's sole and absolute discretion, that any condition set forth in Section 5.4 hereof cannot be satisfied, Franchisor may terminate this Agreement upon written notice to Developer. Termination of this Agreement in accordance with this Section 5.5 shall have no effect on the validity of any other agreement between Franchisor and Developer, provided that Developer is in full compliance therewith.

• 8.5 Reduction of Time or Scope.

If the period of time or the geographic scope specified above, should be adjudged unreasonable in any proceeding, then the period of time will be

reduced by such number of months or the geographic scope will be reduced by the elimination of such portion thereof, or both, so that such restrictions may be enforced for such time and scope as are adjudged to be reasonable. In addition, Franchisor shall have the right, in its sole discretion, to reduce the scope of any covenant set forth in this Article 8 or any portion thereof, without Developer's consent, effective immediately upon receipt by Developer of written notice thereof, and Developer agrees to forthwith comply with any covenant as so modified.

• 1. 2.1 has misrepresented or omitted material facts in applying for the development rights granted hereunder;

• 7.2.2 falsifies any report required to be furnished Franchisor hereunder;

• 7.2.3 fails to comply with any federal, state or local law, rule or regulation, applicable to the development and operations of Developer's Baya Bar outlets, including, but not limited to, the failure to pay taxes;

• 7.2.4 fails to develop the Baya Bar outlets in accordance with the Mandatory Development Schedule.

• 7.2.5 attempts a Transfer in violation of the provisions of Article 6 of this Agreement;

• 7.2.6 is convicted of, or pleads no contest to, a felony or to a crime that could damage the goodwill associated with the Marks or does anything that may harm the reputation of the System or the goodwill associated with the Marks;

• 7.2.7 receives an adverse judgment or a consent decree in any case or proceeding involving allegations of fraud, racketeering, unfair or improper trade practices or similar claim which is likely to have an adverse effect on the System, or the Marks, the goodwill associated therewith or Franchisor's interest therein, in Franchisor's sole opinion;

• 7.2.8 fails to comply with the non-disclosure and non-competition covenants in Article 8 hereof:

• 7.2.9 defaults, or an affiliate of Developer defaults, under any other agreement, including any Franchise Agre

• **3.

TERM.** Unless sooner terminated in accordance with this Agreement, the term of this Agreement and all rights granted by Franchisor under this Agreement shall expire on the date on which Developer successfully and in a timely manner has complied with all of Developer's obligations hereunder and has completed the development obligations in accordance with the Development Schedule.

Source: Item 23 — RECEIPTS (FDD pages 56–189)