What conditions must be met for contingent consent regarding the transfer of a Big O Tires franchise?

Provided that all parties thereto comply with and/or agree to the terms and conditions of transfer, as set forth in the Primary Agreement and this Agreement, BIG O hereby consents to the assignment to ASSIGNEE of the Big O Tires Store, including without limitation, the right to operate under BIG O's system and trademarks pursuant to the BIG O Franchise Agreement ("Franchise Agreement");

Franchise Agreement.

ASSIGNEE, by execution of this Agreement, expressly agrees to execute a new Franchise Agreement with BIG O, and ASSIGNEE represents that they have received a copy of BIG O's Franchise Disclosure Document, together with Exhibits, at least seven (7) business days prior to the execution of this Agreement, and acknowledge that, as of the Closing Date, the Franchise Agreement between ASSIGNOR and BIG O shall terminate and be of no further force or effect.

Conditions Precedent.

BIG O will consent to the contemplated actions and transactions, subject to fulfillment by ASSIGNOR and/or ASSIGNEE of the following conditions precedent:

• a.

BIG O shall receive all amounts due and owing to BIG O by reason of the BIG O Store and under the Franchise Agreement and any other agreement which ASSIGNOR or the GUARANTORS may have with BIG O relating to such Store, including payments and obligations as are set forth in Exhibit B, attached hereto and by this reference incorporated herein.

If said amount escrowed is insufficient to cover the payments due and owing and Assignor shall fail to pay the shortfall, BIG O hereby expressly withdraws its agreement and consent to this assignment.

Notwithstanding the foregoing or any amounts listed on Exhibit B, BIG O reserves the right to collect from ASSIGNOR and/or GUARANTORS any amounts due and owing by ASSIGNOR to BIG O upon BIG O's final reconciliation of ASSIGNOR's accounts with BIG O relating to the Big O Tires Store, which may occur after the Effective Date.

ASSIGNOR and GUARANTORS hereby acknowledge and agree that it shall pay to BIG O upon demand any such amounts due and owing.

ASSIGNOR, ASSIGNEE and GUARANTORS hereby acknowledge and agree that in the event ASSIGNOR and/or GUARANTORS fail to pay upon demand any amounts due and owing BIG O, BIG O hereby expressly withdraws its agreement and consent to this assignment.

• b.

ASSIGNEE shall complete and submit to BIG O any and all additional applications or other forms customarily utilized by BIG O in qualifying and approving BIG O franchisees, including, without limitation, payment of the transfer fees, sworn financial statements, Certificates of Insurance, Acknowledgements of Receipt of BIG O's Franchise Disclosure Document, an Application for BIG O Franchise and any and all other documents as are listed on Exhibit C.

BIG O shall notify ASSIGNEE on or before the Closing Date whether ASSIGNEE are conditionally approved as a franchisee, subject to completing the required training so as to proceed with closing of the proposed transfer.

Source: Item 23 — RECEIPTS (FDD pages 102–535)