Which section of the Carvel Franchise Agreement is amended by Section 22.11?

• 21. Section 22.11 (Additional Terms; Inconsistent Terms): The following additional terms amend the applicable Sections of the Agreement:
  • A. Section 3.5 (Interest) is amended to provide that, at our option, we may permit you to pay past due amounts and related interest by adding a surcharge on each gallon of our proprietary mix that you purchase, payable when you purchase the mix. If we permit you to pay past due amounts and interest by a surcharge, the surcharge will be calculated so as to liquidate the past due amount and applicable late charges within 120 days.
  • B. Section 4.3 (Catering Services and Delivery Services) is amended to provide that we do not currently require you to offer Catering Services, however, we reserve the right to require you to provide Catering Services in the future.

C. Section 18.1 (General Obligations) is amended to add that you must immediately return to us all molds related to the System.

20. Section 22.11 (Additional Terms; Inconsistent Terms):

• A. Section 1.1 (Grant of Franchise) is deleted and replaced with the following:
  • 1.1 Grant of Franchise. Subject to the terms of this Agreement, we grant to you, and you accept, a non-exclusive license to operate one Business using the Marks and the System (collectively, your "Franchised Business"). Your Franchised Business shall operate as a Carvel® ice cream truck (an "Ice Cream Truck"), which shall sell a limited selection of Approved Products designated by us. You may only operate the Ice Cream Truck within the geographic area specified in Schedule A (the "Accepted Location"), unless you receive our written consent to operate outside of the Accepted Location (which consent we may withhold or revoke at any time for any reason).
• B. Section 2.1 (Initial Term) is deleted in its entirety and replaced with the following:
  • 2.1 Initial Term. The initial term of this Agreement (the "Initial Term") will begin on the Effective Date and will end 5 years from the date that your Franchised Business opens for business (the "Opening Date"), unless this Agreement is terminated sooner as provided in other sections of this Agreement.
• C. Section 2.2 (Renewal Term) is amended to delete the first sentence in its entirety and replace it with the following sentence:

We may, in our sole discretion, grant you one additional 5-year term (the "Renewal Term," and collectively, with the Initial Term, the "Term").

• 20. Section 22.11 (Additional Terms; Inconsistent Terms): The following additional terms amend the applicable Sections of the Agreement:
  • A. Section 1.1 (Grant of Franchise) is amended to add the following sentence:

Your Franchised Business shall operate as a Carvel® Hosted Express Shoppe, which shall sell a limited selection of Approved Products designated by us from within a facility operated by a third party (a "Hosted Express Shoppe"). The "Host Facility" shall mean the facility in which your Shoppe will be located.

• B. Section 2.1 (Initial Term) is deleted in its entirety and replaced with the following:
  • 2.1 Initial Term. The initial term of this Agreement (the "Initial Term") will begin on the Effective Date and will end 5 years from the date that your Franchised Business opens for business (the "Opening Date"), unless this Agreement is terminated sooner as provided in other sections of this Agreement.
• C. Section 2.2 (Renewal Term) is amended to delete the first sentence in its entirety and replace it with the following sentence:

We may, in our reasonable discretion, grant you one additional 5-year term (the "Renewal Term," and collectively, with the Initial Term, the "Term").

• S. Section 18.1 (General Obligations) is amended to add that you must immediately return to us all molds related to the System.
• T. Section 18.1.F (General Obligations) is amended to add the following sentence:

You are not required to transfer the Franchised Business' telephone number to us if the telephone number is the telephone number for the Host Facility.

U. Section 18.3.A (Amount) is deleted in its entirety and replaced with the following:

Any termination of this Agreement before the expiration of the Term will deprive us of the benefit of the bargain we are entitled to receive under this Agreement. As a result, if this Agreement is terminated after the Opening Date, you will pay us, as liquidated damages for the loss of the benefit of the bargain we are entitled to receive, and not as a penalty, a lump-sum payment equal to the average amount you paid per month to purchase Mix during the 36 months before the termination date times the lesser of the remainder of the Term or 36 months. If less than 36 months have lapsed between the Opening Date and the termination date, the liquidated damages will be the average amount you paid per month to purchase Mix during the time between the Opening Date and the termination date, multiplied by 36. If the termination occurs before the Opening Date, you will forfeit the Initial Franchise Fee paid and will not owe us any liquidated damages.

V. Section 18.4 (Additional Obligations) is deleted in its entirety.

• 20. Section 22.11 (Additional Terms; Inconsistent Terms): The following additional terms amend the applicable Sections of the Agreement:
  • A. Section 1.1 (Grant of Franchise) is amended to add the following sentence:

The Franchised Business must be operated at the Accepted Location in conjunction with a Cinnabon® franchised business (the "Co-Branded Franchise") that is operated by you in accordance with a Cinnabon® franchise agreement (the "Co-Branded Agreement") between you and Cinnabon Franchisor SPV LLC (the "Co-Branded Franchisor"). The Franchised Business and the Co-Branded Franchise shall be co-branded using the Marks and the trademarks licensed to you by the Co-Branded Franchisor.

B. Section 1.4 (Owners of Equity) is amended to add the following sentence:

You represent and warrant that the Franchisee and Owners under this Agreement are identical to, and throughout the Term will continue to be identical to, those under the Co-Branded Agreement.

• C. Section 2.2 (Conditions for Renewal Term) is amended by adding the following numerette:
  • (v) Obtain the right from Co-Branded Franchisor to continue to operate the Co-Branded Franchise at the Accepted Location for the duration of the Renewal Term,

which may require you to meet certain renewal conditions required by Co-Branded Franchisor, including signing a renewal Co-Branded Agreement.

• 20. Section 22.11 (Additional Terms; Inconsistent Terms): The following additional terms amend the applicable Sections of the Agreement:
  • A. Recital D is deleted in its entirety and replaced with the following:

We refer to businesses that use the System and are identified by the Marks as "Businesses." We refer to Businesses that are primarily identified by the CINNABON SWIRL™ Mark and operate with some modifications that we specify to elements of the System used in a standard Business (which modifications are also part of the System) as "Swirl Businesses." You desire to obtain a license to use the System and the Marks to operate one Swirl Business, and we are willing to grant you a license to operate a Swirl Business, subject to the terms and conditions of this Agreement.

B. Section 1.1 (Grant of Franchise) is amended to add the following sentence:

• 20. Section 22.11 (Additional Terms; Inconsistent Terms): The following additional terms amend the applicable Sections of the Agreement:
  • A. Section 1.1 (Grant of Franchise) is hereby amended to add the following sentence:

Your Franchised Business shall operate as a Carvel® Express Shoppe, which shall sell a limited selection of Approved Products designated by us (an "Express Shoppe").

Your Franchised Business shall operate as a Carvel® Express Shoppe, which shall sell a limited selection of Approved Products designated by us (an "Express Shoppe").

• B. Section 2.1 (Initial Term) is deleted in its entirety and replaced with the following:
  • 2.1 Initial Term. The initial term of this Agreement (the "Initial Term") will begin on the Effective Date and will end 5 years from the date that your Franchised Business opens for business (the "Opening Date"), unless this Agreement is terminated sooner as provided in other sections of this Agreement.
• C. Section 2.2 (Renewal Term) is amended to delete the first sentence in its entirety and replace it with the following sentence:

We may, in our reasonable discretion, grant you one additional 5-year term (the "Renewal Term," and collectively, with the Initial Term, the "Term").

• J. Section 17.2 (Our Termination: No Opportunity to Cure) is amended by adding the following new Section 17.2.M.:
  • 17.2.M. Your Co-Branded Agreement terminates or expires or you for any other reason cease to operate the Co-Branded Franchise at the Accepted Location.
• K. Section 18.1 (General Obligations) is amended to add that you must immediately return to us all molds related to the System.

Source: Item 23 — Receipts (FDD pages 100–353)