What are the franchisee's responsibilities in representing the Checkers brand to customers and other parties?

legally disabled, or upon or after your death or the death of any of your Owners by will, disclaimer of the laws of intestate succession or otherwise; or (5) any foreclosure upon your Franchised Restaurant or the transfer, surrender or loss by you or your Owners of possession, control or management of your Franchised Restaurant.

2. GRANT OF RIGHTS.

2.01 Grant of Franchise. You have applied for a franchise to own and operate a Restaurant at a location we approve, which will be identified on Exhibit B (the "Premises"). Subject to the terms of this Agreement, we grant to you the right, and you assume the obligation, to operate a Restaurant at the Premises and to use the System solely in connection therewith, for a term of twenty (20) years, starting on the Effective Date (the "Term"). You may not conduct the business of the Franchised Restaurant or use the System at any site other than the Premises, or relocate the Franchised Restaurant, without our prior consent. The Franchised Restaurant may not be used for any purpose other than the operation of a Restaurant in compliance with this Agreement. You may conduct business only with customers at the Franchised Restaurant and may not engage in any catering or delivery businesses without or prior consent which may be withheld for any reason.

2.02 Your Protected Area. During the Term, and subject to the following Section 2.03, we will not operate (directly or through an Affiliate), or grant to a third party the right to operate, any "Checkers" or "Rally's"-branded restaurant located

within a particular geographic area (the "Protected Area"). The Protected Area, as defined by us, shall be the lesser of: (i) a one (1) mile radius from the center of the Premises if your Franchised Restaurant is located in a suburban or rural area or (ii) an area immediately surrounding the Premises that encompasses a population of twenty thousand (20,000) residents if your Franchised Restaurant is located in an urban area. Notwithstanding the foregoing, we may, from time to time during the Term, at our sole option and upon providing notice to you, reduce or otherwise modify the size and/or boundaries of the Protected Area to encompass a geographic area immediately surrounding the Premises consisting of thirty thousand (30,000) residents. If at any time during the Term the population in the Protected Area becomes less than thirty thousand (30,000) residents, we have no obligation to expand or modify the size and/or boundaries of the Protected Area to include a greater population. You and we agree that upon any modification to the size and/or boundaries of the Protected Area pursuant to this Section, we are authorized to amend this Agreement to reflect such modification. You and we hereby agree that upon the amendment of this Agreement by us in accordance with this Section, the particular geographic area identified thereon shall be deemed the Protected Area under this Agreement.

2.03 Our Reservation of Rights. Except as expressly limited by Section 2.02 above, we and our Affiliates (and our respective successors and assigns, by purchase, merger, consolidation or otherwise) retain all rights and discretion with respect to the Marks, the System, the sale of products and services similar or dissimilar to those offered by "Checkers" and "Rally's"-branded restaurants, and the operation or franchising of "Checkers" and "Rally's"-branded restaurants anywhere located or to be located, and may engage in any business activities whatsoever, within or outside the Protected Area, whenever and wherever we desire. Specifically, by way of example and without limitation, we reserve the following rights: (a) to establish and operate, and grant to others the right to operate, "Checkers" and "Rally's"-branded restaurants at locations outside the Protected Area, on such terms and conditions as we deem appropriate (you acknowledge that such "Checkers" and "Rally's"-branded restaurants may be in direct competition with your Franchised Restaurant, without regard to any adverse effects of such activities on your Franchised Restaurant and without any obligation or liability to you); (b) to establish and operate, and grant to others the right to operate, "Checkers" and "Rally's"branded restaurants, or other restaurants using any part or all of the System and/or Marks, that are located at or operated from Non-Traditional Sites within or outside the Protected Area; (c) to sell any products or services under the Marks or under any other trademarks, service marks or trade dress, through alternative channels of distribution, wherever located or operating (including, without limitation, the internet or similar electronic media and supermarkets); (d) to establish and operate, and grant to others the right to operate, restaurants identified by trademarks, service marks or trade dress, other than the Marks (including the INSERT BRAND: "Checkers"/"Rally's" name and mark), pursuant to such terms and conditions as we

deem appropriate and wherever such restaurants are located;

Source: Item 22 — CONTRACTS (FDD pages 91–92)