Will Card My Yard unreasonably withhold consent for a transfer of interest?

ith or, acquire other corporations, or may be acquired by another corporation; may undertake a refinancing, recapitalization, leveraged buyout or other economic or financial restructuring.

• B. By You and Your Owners. You acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted you rights under this Agreement in reliance on your business skill, financial capacity and personal character and that of your Owners. Accordingly, neither you nor any of your Owners, nor any of your or their permitted successors or assigns, shall sell, assign, transfer, convey, give away, pledge, mortgage or otherwise dispose of or encumber any direct or indirect interest in this Agreement (including any zip codes or other partial territorial rights under this Agreement), in the Card My Yard business or the assets of such business, or in you without our prior written consent. Any purported assignment or transfer, by operation of law or otherwise, made in violation of this Agreement shall be null and void and shall constitute a material breach of this Agreement. If you wish to transfer all or part of your interest in the Card My Yard business or this Agreement, or if you or an Owner wishes to transfer any ownership interest in you, the transferor shall apply to us for our consent. We will not unreasonably withhold our consent but may require any or all of the following as conditions of our consent:
• (1) All accrued monetary obligations of you and your Affiliates to us and our Affiliates arising under this Agreement or any other agreement,shall have been satisfied in a timely manner, and you shall have satisfied

all trade accounts and other debts of whatever nature or kind in a timely manner;

• (2) You and your Affiliates shall not be in default of this Agreement or any other agreement with us or our Affiliates, and you and they shall have substantially and timely complied with all the terms and conditions of such agreements during their respective terms;
• (3) The transferor and its owners,if applicable, shall have executed a general release, in a form satisfactory to us, of any and all claims, against us and our Affiliates, our and their respective officers, directors, shareholders, partners, members, agents, representatives, independent contractors, servants and employees, past and present, in their corporate and individual capacities,including, without limitation, claims arising under this Agreement and any other agreement with us or our Affiliates, and under federal, state or local laws, rules, and regulations or orders;
• (4) The proposed transferee must demonstrate to our satisfaction that it meets our then-current qualifications, and, at the transferee's expense, its Principal Owner, General Manager, and any other personnel we require shall complete any training programs then in effect for Card My Yard businesses upon such terms and conditions as we may reasonably require;
• (5) The transferee shall, at its expense and within the time period we reasonably require, renovate, modernize and otherwise upgrade the Card My Yard business to conform to our then-current System image, standards and specifications, provided that this subsection XV.B(5) will be applicable only if you have not renovated, updated and upgraded the Card My Yard business pursuant to subsection VIII.D of this Agreement;
• (6) The transferee shall enter into a written agreement, in a form satisfactory to us, assuming full, unconditional, joint and several liability for, and agreeing to perform from the date of the transfer, all of your obligations, covenants and agreements under this Agreement;
• (7) The transferee shall execute our then-current form of franchise agreement for a term ending on the expiration date of this Agreement (including any renewal terms provided by this Agreement). The new franchise agreement shall supersede this Agreement in all respects and its terms may differ from the terms of this Agreement (except that the fees imposed on the transferee will not be greater than the fees that we then impose on similarly situated transferees), provided that the transferee shall not be required to pay an initial franchise fee. If the transferee is a corporation, partnership, limited liability company or other entity, those of the transferee's owners whom we require shall execute such guaranty and assumption documents as we may require. All Transferrees acquiring an existing Card My Yard business from a franchisee must sign our then-current Franchise Agreement within thirty (30) days of approval of the transfer by us, and payment of applicable transfer fee. If you seek to transfer or resell your business, failure to follow this process will incur the then-current termination fees and result in termination of your franchise;
• (8) The transferor shall remain liable for all of its obligations to us under this Agreement incurred prior to the effective date of the transfer, shall obtain a one-year tail on each of its insurance policies to cover any liabilities that may have been incurred prior to the effective date of the transfer, and shall execute any and all instruments reasonably requested by us to evidence such liability;
• (9) You must pay us a transfer fee in an amount equal to the greater of: (a) $3,000, or (b) 5% of the applicable sale/transfer price (whether for cash or other consideration);
• (10) If the transfer relates to the grant of a security interest in any of your assets, we may require the secured party to agree that, in the event of any default by you under any documents related to the security interest, we shall have the right and option (but no obligation) to be substituted as obligor to the secured party and to cure any

default.

C.

Source: Item 23 — RECEIPTS (FDD pages 84–259)