What obligations does Carls have for site selection assistance in Item 11, and how does this relate to the franchisee's obligations for site selection in Item 9?

Before you open your Franchised Restaurant, we will:

• 1. Provide you with the following site selection assistance: (A) CJR's site selection guidelines and, as you may request, a reasonable amount of consultation with respect thereto; and (B) such on-site evaluation as we may deem advisable as part of our evaluation of your request for site acceptance. (Development Agreement, § 5.B.)
• 2. We will advise you in writing within 30 days after receipt of all documents that we require whether we have accepted a particular site; however, we have no obligation to review any development proposal if you or your affiliates are not in full compliance with all agreements with us or our affiliates. If we do not respond within that time period, we will be deemed not to have accepted the site. (Development Agreement, § 5.D.)

We do not select the site for your Franchised Restaurant. You select the site for your Franchised Restaurant subject to our acceptance. As noted in Item 1, you should not acquire any interest in a site for your Franchised Restaurant until you have been approved as a franchisee (or, if you already are a franchisee, until you have been approved for expansion) and we have accepted the site in writing. We generally do not own the Franchised Restaurant premises and lease them to franchisees.

For each proposed site for a Franchised Restaurant, you will, if requested by us, submit a Franchise Site Application to us. In addition, you may have to submit a complete real estate package (containing that information as we may reasonably require) for a proposed site, which you reasonably believe conforms to our then-current site selection criteria, including demographic characteristics, traffic patterns, parking, character of the neighborhood, competition from other businesses in the area, the proximity to other businesses (including restaurants operated or franchised by CJR or our affiliates), the nature of other businesses in proximity to the site and other commercial characteristics (including the purchase price, rental obligations and other lease terms for the proposed site) and the size, appearance, other physical characteristics, and a site plan of the premises. Within 30 days after receipt of these documents, and any information which CJR may reasonably require, we will advise you in writing whether we have accepted a particular site; however, CJR has no obligation to review any development proposal if you or your affiliates are not in full compliance with all agreements with CJR or its affiliates. If we do not respond within that time period, we will be deemed not to have accepted the site. Our acceptance or refusal to accept a site for the Franchised Restaurant may be subject to reasonable conditions as determined in our sole discretion.

We may refuse to accept a site for a proposed Franchised Restaurant unless you demonstrate sufficient financial capabilities, in our sole judgment, applying standards consistent with criteria we use to establish Carl's Jr. Restaurants in other comparable market areas, to properly develop, operate and maintain the Franchised Restaurant. Therefore, you also must furnish us with such financial statements and other information regarding you and the development and operation of the proposed Franchised Restaurant, including, without limitation, investment and financing plans for the proposed Franchised Restaurant, as we reasonably may require.

Following our acceptance of a site, you must secure the site by entering into a lease or sublease for the site or purchasing the real property. This must be finalized no later than 6 to 9 months after our site acceptance ("Property Control Date"). If you do not do so by the Property Control Date, the site acceptance will be deemed withdrawn without providing you notice. Y must commence construction within 6 months after the Property Control Date. If you fail to do so, site acceptance will be deemed withdrawn without providing you notice. You may not commence construction until we have a fully-executed Franchise Agreement with you and you have paid us the Initial Franchise Fees. You must open the Franchised Restaurant within 18 months after the Property Control Date. If you fail to open the Franchised Restaurant within 18 months after the Property Control Date, we will have the right to terminate the Franchise Agreement.