Under what conditions will Camp Margaritaville not unreasonably withhold acceptance of a management company or designated person?

Either a management company we approve, or you or another person(s) you designate (if we accept you or such person(s) to manage the Resort), must at all times retain and exercise direct management control over all aspects of the Resort's business and be the employer of the Resort's personnel. You may not enter into any lease, management agreement, or other similar arrangement with any management company or other person(s) for the management or other oversight of all or a part of the Resort's operation (a "Management Arrangement") without our prior written acceptance, and you may not yourself manage the Resort without our acceptance of you as the Resort's operator. We will not unreasonably withhold our acceptance if the management company, the designated person(s), or you (as applicable) meet our minimum qualifications and ensure that its or your personnel attend and satisfactorily complete all of our required training programs (as described in Item 11). If we approve a management company or other designated person(s), as a condition of that approval, the management company must sign the documents we require to protect our Camp Margaritaville Intellectual Property, Copyrighted Materials, and Confidential Information and reflect its agreement to perform its management responsibilities and operate the Resort in compliance with the Franchise Agreement ("Management Rider"). Our current form of Management Rider is attached as Exhibit C-5.

We may refuse to accept a management company or designated person(s) that is a Brand Owner. "Brand Owner" means any entity that (a) is either a franchisor or owner of a Competing Brand (defined below), (b) manages or otherwise operates lodging properties exclusively for the franchisor or owner of a Competing Brand, or (c) is an affiliate of any entity described in (a) or (b) above. A "Competing Brand" is a lodging concept that has at least 5 lodging properties operating under that concept's trade name anywhere in the world and that, in our reasonable opinion, competes with Camp Margaritaville Resorts. If you are managing the Resort and at any time fail to meet our minimum qualifications (as we may periodically modify them) or to comply with any Franchise Agreement provision concerning the Resort's management or operation, then we may revoke our approval of you as the Resort's manager. You then must promptly appoint another designated person(s) or engage another management company we approve. If a management company or designated person(s) is managing the Resort, they must at all times meet our minimum qualifications (as we may periodically modify them) and must not become a Brand Owner.

Source: Item 15 — OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS (FDD pages 62–63)