What is the required action for a Burger King franchisee who wants to sell, assign or transfer the franchise?

Zane Street | 26003-2289 | 14802 | (304) 233-8813 | | WY | LARAMIE | 3001 East Grand Avenue | 82070-5104 | 2178 | (307) 395-2400 | | WY | RAWLINS | 2510 E Cedar St | 82301-6022 | 17794 | (307) 370-3716 | | WY | RIVERTON | 2150 North Federal Boulevard | 82501-5206 | 9507 | (307) 840-9169 |

days (for transactions involving less than ten (10) restaurants, the time frame shall be sixty (60) days) of receipt by BKC of Franchisee's notice of assignment and the furnishing by Franchisee of all information reasonably requested by BKC. Conditions on the assignment may include but are not limited to the following:

• (1) For the purpose of determining compliance with this Agreement, BKC shall have the right at any time to examine and approve the form and content of the Governing Instruments;
• (2) That all of Franchisee's accrued monetary obligations and all other outstanding obligations to BKC and its Affiliates, whether arising under this Agreement or otherwise, have been satisfied;
• (3) That Franchisee is not in default of any provision of this Agreement, any amendment hereof or successor hereto, or any other agreement between Franchisee and BKC or its Affiliates;
• (4) That the transferee (or, if applicable, such owners of the transferee as BKC may request), in BKC's sole judgment, satisfies all of BKC's business standards and requirements; has the aptitude and ability to operate the Franchised Restaurant; and has adequate financial resources and capital to do so; and that transferee complete and be approved through BKC's standard franchisee application and selection process including satisfactorily demonstrating to BKC that such transferee meets the financial, character, managerial, ownership and such other requirements, criteria and conditions as BKC shall then be applying in considering applications for new franchises, including such transferee (or, if applicable, the owners of the transferee and its Restaurant Managers), at the transferee's expense, satisfactorily completing all BKC's orientation and training requirements.
• (5) That the transferee, at BKC's election, consistent with then-current BKC policy, (a) enters into a written assignment, in a form satisfactory to BKC, assuming and agreeing to discharge all of Franchisee's obligations under this Agreement, or (b) executes, for a term ending on the Expiration Date of this Agreement, BKC's then-current form of BURGER KING Restaurant franchise agreement applicable to such transferee and such other ancillary agreements as BKC may require for the Franchised Restaurant; provided, however, that the royalty and advertising contribution rates shall be the same as stated herein until such Expiration Date. If the transferee is required to execute a new franchise agreement, such agreement shall supersede this Agreement in all respects;
• (6) That the transferee (or, if applicable, such owners of the transferee as BKC may request) meets all of the BKC requirements then applicable to ownership of franchises and executes a guarantee of the performance of Franchisee's obligations to BKC and BKC's Affiliates. For the purposes of determining compliance, BKC shall have the right to examine and approve the form and content of all governing documents;
• (7) That the Franchisee and each transferor execute a general release, in a form satisfactory to BKC, of any and all claims against BKC, its Affiliates, and their respective officers, directors, agents, and employees, in their corporate and individual capacities;
• (8) Approval by BKC of the terms of the contract of sale which impact the sufficiency of cash flow from the business after payment of debt service to provide for, among other things, any needed repairs to or remodeling of the Franchised Restaurant; and
• (9) That the transferor pay the Transferor Transfer Fee set forth on the Key Contract Data page in consideration of BKC's expenses in reviewing the proposed transfer (the "Transferor Transfer Fee"). In the event the transferee is not an existing approved BURGER KING franchisee, Franchisee seller shall pay BKC a New Franchisee Training Fee in the amount set forth as the New

Franchisee Training Fee on the Key Contract Data page in connection with the transfer of the first restaurant involved in the transaction (the "New Franchisee Training Fee").

• F. If BKC does not accept the offer under Section 16.A below, Franchisee, or an Individual Seller may conclude the sale to the purchaser who made the offer provided BKC's consent to the assignment be first obtained, which consent will not be unreasonably withheld upon compliance with the conditions imposed by BKC on the assignment. Conditions may include, but are not limited to, the conditions set forth in Section E above. BKC shall use reasonable efforts to provide to Franchisee consent of the assignment, or communicate notice of disapproval, within ninety (90) days (for transactions involving less than ten (10) restaurants the time frame shall be sixty (60) days) of receipt by BKC of Franchisee's notice of assignment and the furnishing by Franchisee of all information reasonably requested by BKC.
• G.

Source: Item 23 — RECEIPTS (FDD pages 127–995)