For Bhc, does the Master Franchisee's execution of the agreement violate any other agreements or commitments?

(14) street fairs; (15) delivery facilities (e.g.,, ghost kitchens) or (16) any similar area to the sites referenced herein n (collectively, "Captive locations"). Franchisor may not alter the Development

Area without Franchisee's written agreement. However, Franchisor may terminate the MFA if Master Franchisee (i) fails to meet the Development Schedule; (ii) fail to comply with any other terms and conditions of this Agreement; (iii) make or attempt to make a transfer or assignment in violation of this Agreement; or (iv) fail to comply with the terms and conditions of any individual Franchise Agreement or of any other agreement to which Master Franchisee and Franchisor or its affiliates are parties.

3.2 Subfranchise Rights and Obligation.

• (a) Prior to appointing any Subfranchisee, including an affiliate of Master Franchisee, Master Franchisee shall conduct an approval process to confirm that each potential Subfranchisee and each potential Subfranchised BHC Restaurants meets all of Franchisor's then current minimum requirements for new subfranchisees and new BHC Restaurants, as the same may be amended, replaced or supplemented by Franchisor from time to time. Franchisor also reserves the right to approve any or all potential Subfranchisees and potential BHC Restaurants. Each potential Subfranchisee that Master Franchisee approves and Franchisor approves, to the extent Franchisor exercises its approval right, shall be referred to herein as a "Subfranchisee." For purposes of clarification, Master Franchisee may not directly operate BHC Restaurants under this Agreement, but may only do so through an Affiliate Franchisee that enters into a then-current Subfranchise Agreement with Master Franchisee. An "Affiliate Franchisee" means in relation to a Master Franchisee, any person controlling, controlled by or under common control with Master Franchisee, either directly or indirectly through one or more intermediaries. In addition, Master Franchisee must establish and operate at least one (1) Affiliate Franchised BHC Restaurants within the Development Area pursuant to separate Subfranchise Agreements before Master Franchisee may grant subfranchises to third parties for the establishment and operation of Subfranchised BHC Restaurants within the Development Area. To the extent Franchisor exercises its approval rights under this paragraph, Franchisor's approval of any potential Subfranchisee or potential BHC Restaurant is in no way a guarantee as to the success of that potential Subfranchisee or potential BHC Restaurant, but only an indication that the potential Subfranchisee or potential BHC Restaurant generally meets Franchisor's then-current minimum requirements.

• (b) Once a Subfranchisee and a potential BHC Restaurant have been approved pursuant to the approval process described in paragraph 2(b), Master Franchisee shall enter into a Subfranchise Agreement in relation to the relevant approved BHC Restaurant with the relevant Subfranchisee in the form approved by Franchisor, including only such amendments to such form as approved by Franchisor in writing (such executed agreement, "Subfranchise Agreement"). Prior to entering into any form Subfranchise Agreement or any other form agreements, including an area development agreement or lease addendum (collectively, "Other Agreements"), for the first time with a prospective subfranchisee or Subfranchisee, Master Franchisee shall submit to and receive Franchisor's approval of such proposed form Subfranchise Agreement or Other Agreement. In addition, once a form Subfranchise Agreement or Other Agreement has been approved, Master Franchisee shall not modify the terms of such form documents without submitting to and receiving Franchisor's prior written approval of such modified form documents. Master Franchisee's form Subfranchise Agreement and Other Agreements shall include terms and conditions consistent with this Agreement and as prescribed by Franchisor from time to time, including the maximum size of the territory granted under any Subfranchise Agreement or Other Agreement. Executed copies of each Subfranchise Agreement and any related Other Agreements shall be sent to Franchisor before the opening of the relevant approved BHC Restaurant for Franchisor's records. Executed copies of any Other Agreements Master Franchisee enters into with Subfranchisees shall be sent to Franchisor within thirty (30) days of the date of execution.

  • (c) Master Franchisee undertakes that:

• i. Master Franchisee shall only charge each Subfranchisee such fees, payments and/or other consideration as may be established or approved by Franchisor in writing. Without limiting the forgoing, Master Franchise shall not charge a Subfranchisee a royalty fee of more than seven percent (7%) of Gross Revenue of the Subfranchisee's BHC Restaurant;

• ii. except as otherwise provided herein or approved by Franchisor in writing, the Subfranchise Agreements and Other Agreements shall be in compliance with, and no less onerous than, the terms of this Agreement;

• iii. the initial term and renewal of any Subfranchise Agreement may extend beyond the Initial Term (if not renewed) and/or the Renewal Term (if applicable) up to the maximum number of years prescribed by Franchisor from time to time, which as of the Effective Date is ten (10) years;

• iv. the Subfranchise Agreement for each BHC Restaurant shall contain a term stating that upon the termination or expiration of this Agreement or any MFA Master Franchisee signs upon an extension, the Subfranchise Agreement shall be assigned to Franchisor or its designee, and the terms of that Subfranchise Agreement will be honored by Franchisor or its designee, provided the Subfranchisee remains in compliance with the Subfranchise Agreement;

• v.

Source: Item 23 — Receipts (FDD pages 52–230)