What is the dependency between site approval and lease execution in the Ben Jerrys agreement?

PROSPECTIVE OPERATOR represents and warrants to BEN & JERRY'S that (i) PROSPECTIVE OPERATOR has not executed a lease for the Shop; and (ii) PROSPECTIVE OPERATOR shall only execute a lease for the Shop after obtaining approval of the proposed site by BEN & JERRY'S in accordance with Section 6 of this Preliminary Agreement.

PROSPECTIVE OPERATOR acknowledges and agrees that if PROSPECTIVE OPERATOR executes a lease for the Shop prior to obtaining the approval of the site by BEN & JERRY'S, such action shall be a non-curable default and BEN & JERRY'S may, at its option, terminate this Preliminary Agreement immediately and all rights granted hereunder.

• 1. Identification of a Site for a Shop. Within the Evaluation Period, PROSPECTIVE OPERATOR agrees to locate and submit one or more proposed sites, in the manner described

below, as necessary to identify a specific site for a Shop that BEN & JERRY'S finds acceptable as described below. PROSPECTIVE OPERATOR shall submit to BEN & JERRY'S a site evaluation package ("SEP"), in a form prescribed by BEN & JERRY'S, identifying each proposed site and describing the preliminary design, relevant demographic and cost factors concerning such site. BEN & JERRY'S shall have the right to require that PROSPECTIVE OPERATOR simultaneously submit SEP's for up to three (3) proposed sites. BEN & JERRY'S shall have ten (10) business days after receipt of a SEP from PROSPECTIVE OPERATOR to approve or disapprove, in its sole discretion, the proposed site for the Shop. PROSPECTIVE OPERATOR must obtain written approval by BEN & JERRY'S of the proposed site, including its preliminary design, in the form of a "Site Authorization Notice," before executing a lease or a binding agreement to purchase the proposed site. PROSPECTIVE OPERATOR shall execute a lease that complies with Section 7 of this Preliminary Agreement or a binding agreement to purchase the site within thirty (30) days of approval of the site by BEN & JERRY'S.

• 1. Leases. If PROSPECTIVE OPERATOR will occupy the premises from which the Shop is operated under a lease or sublease, PROSPECTIVE OPERATOR shall, prior to the execution of the lease, submit the lease to BEN & JERRY'S for its review to ensure that the lease contains the conditions set forth in the Ben & Jerry's Lease Rider which may include, but are not limited to:
• a. That the initial term of the lease, or the initial term together with renewal terms, shall be for ten (10) years, unless a shorter term is approved by BEN & JERRY'S;
• b. That the lessor consents to PROSPECTIVE OPERATOR's use of such Proprietary Marks (as defined in the Franchise Agreement) and initial signage as BEN & JERRY'S may prescribe for the Shop;
• c. That the use of the premises be restricted solely to the operation of the Shop;
• d. That the lessor provide to BEN & JERRY'S copies of any and all notices of default given to PROSPECTIVE OPERATOR under the lease; and
• e. That BEN & JERRY'S have the right to enter the premises to make modifications necessary to protect the Proprietary Marks or the System or to cure any default under the Franchise Agreement.

Source: Item 23 — RECEIPTS (FDD pages 134–358)