Does Bb.Q Chicken have the right to unreasonably withhold consent for a Restricted Transfer?

• 14.2.2 If you wish to transfer all or part of your interest in the Franchised Business, any of the Franchised Business's material assets (except as provided in Section 14.2.1 above) or this Agreement, or if you or a Principal wishes to transfer or permit a transfer of any ownership interest in you, then in each such case (any or all of which are referred to in this Article 14 as a "Restricted Transfer"), transferor and the proposed transferee shall apply to us for our consent.

We shall not unreasonably withhold our consent to a Restricted Transfer.

We may, in our sole discretion, require any or all of the following as conditions of our approval:

• (a) All of the accrued monetary obligations of you or any of your affiliates and all other outstanding obligations to us arising under this Agreement or any other agreement shall have been satisfied in a timely manner and you shall have satisfied all trade accounts and other debts, of whatever nature or kind, in a timely manner;

• (b) You and your affiliates shall not be in default of any provision of this Agreement, any amendment hereof or successor hereto, or any other agreement between you or any of your affiliates and us or any of our affiliates at the time of transaction:

• (c) The transferor and its Principal(s) shall have executed a general release, in a form reasonably satisfactory to us, of any and all claims against us, our officers, directors, shareholders, partners, agents, representatives, independent contractors, servants and employees of each of them, in their corporate and individual capacities, including, without limitation, claims arising under this Agreement and federal, state and local laws, rules and regulations;

Source: Item 23 — RECEIPTS (FDD pages 62–283)