What monetary and other obligations must a Bhc franchisee satisfy to be eligible for renewal?

nt is executed pursuant to a Multi-Unit Master Franchise Agreement ("MFA") or Multiple Target Reservation Agreement ("MTRA") between Franchisor and Franchisee, the term of this Agreement will be subject to provisions of the MFA or MTRA. Any failure to comply with the obligations set forth in the MFA or MTRA will result in cross-default in the Franchise Agreement. If the MFA or MTRA is terminated prior to its expiration for cause, all Franchise Agreement will be automatically terminated.

5.2 Renewal Terms.

• (a) Upon written notice delivered to Franchisor not less than 120 days before the end of the existing term hereof, Franchisee may renew its rights granted under this Agreement for additional 10-year terms commencing on the expiration date of the previous term, subject to the provisions of sections 5.2(b) through 5.2(g) below.
• (b) At the time of renewal, Franchisee must (i) then be solvent (which means that Franchisee is able to pay its debts as and when promised by Franchisee and that Franchisee has assets that are greater than its debts), (ii) not have Abandoned the Franchised BHC Restaurant, (iii) not be operating the Franchise in a manner that endangers public health or safety or materially harms the BHC brand or reputation, and (iv) not have knowingly submitted false or incomplete reports to Franchisor during the expiring term.
• (c) Notwithstanding section 5.2(a) above, Franchisor is not obligated to renew Franchisee's rights granted under this Agreement for an additional term if one or more of the following applies or occurs:
  • (i) Franchisee gives Franchisor written notice of Franchisee's intention not to renew this Agreement at least 120 days before the expiration of the initial term or any successor term;
  • (ii) Termination of this Agreement would be permitted pursuant to sections 13.1 or 13.2 hereof;
    • (iii) Franchisee and Franchisor agree not to renew the Franchise Agreement;
  • (iv) Franchisor withdraws from distributing its products or services through Franchises in the geographic market served by Franchisee.
  • (v) At the time of renewal, Franchisee or any Principal Equity Operator has been convicted of a felony or a crime involving moral turpitude, consumer fraud or any other offense

that is reasonably likely, in Franchisor's judgment, to have a materially adverse effect on the Marks, the System, or the goodwill associated with the Marks or System; or

• (d) As a condition to renewing Franchisee's rights, duties and obligations hereunder, not later than 90 days before the end of the term that is expiring, Franchisee and Franchisor must sign either (i) Franchisor's then-current standard Franchise Agreement modified by addendum to remove provisions that only apply to a new franchisee, such as initial franchise fee and initial training requirements ("Renewal Franchise Agreement") or (ii) an addendum to this Agreement extending its term for an additional 10 year term. IN ADDITION TO NOT GRANTING ANY ADDITIONAL RIGHTS BEYOND THOSE GRANTED IN THIS AGREEMENT, THE RENEWAL FRANCHISE AGREEMENT MAY CONTAIN OTHER TERMS THAT ARE SUBSTANTIALLY DIFFERENT FROM THOSE IN THIS AGREEMENT. The Renewal Franchise Agreement, when executed, will supersede this Agreement.
• (e) At the time of renewal, Franchisee must have satisfied all monetary obligations owed by Franchisee to Franchisor and to Franchisor's affiliates and all other material obligations under this Agreement, and Franchisor may examine Franchisee's books and records to verify compliance with this requirement anytime during normal business hours within 120 days of Franchisee's renewal date.
• (f) Before or not later than 90 days after Franchisee's execution of a Renewal Franchise Agreement for an additional term, Franchisee must make such physical modifications (i.e., remodel) to Franch

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