Under what circumstances can Burger King transfer the Program Agreement?

This Program Agreement shall be binding upon and inure to the benefit of all the parties hereto and their respective successors and permitted assigns; provided that, Franchisee shall not assign any of its rights and obligations under this Program Agreement to any other person, without the consent, in writing, of BKC, which may be granted or withheld in BKC's sole and absolute discretion.

• (c) If Franchisee desires to transfer Franchisee's interest in any Participating Restaurant during the Term, Franchisee acknowledges and agrees that a condition to any such transfer shall be the party or parties acquiring such interest in the Participating Restaurant (collectively, the "Transferee") agreeing to participate in the Ad Fund FTF Program with respect to such Participating Restaurant. In furtherance of the foregoing, the Transferee shall enter into a Co-Investment Agreement in the form of this Agreement with respect to each Participating Restaurant being acquired by the Transferee concurrently with the execution by Transferee of the Franchise Agreement for such Participating Restaurant. Franchisee agrees that BKC may withhold its consent to any transfer of Franchisee's interest in any Participating Restaurant if the proposed Transferee does not enter into a Co-Investment Agreement in the form of this Agreement with respect to each Participating Restaurant acquired by the Transferee.

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

• (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.

• (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.

• (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;

• (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").

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