this action is in the best interest of our franchise system.

ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS

If you are, or at any time become, a business corporation, partnership, limited liability company or other legal entity, you must designate as the "Operating Partner" an individual approved by us who must: (a) own and control, or have the right to own and control (subject to conditions reasonably acceptable to us), not less than 10% of your equity and voting rights; (b) have the authority to bind you regarding all operational decisions with respect to your Franchised Restaurant; and (c) have completed our training program to our satisfaction. You may not change the Operating Partner without our prior written consent.

You (or your Operating Partner): (a) shall exert your full-time and best efforts to the development and operation of your Franchised Restaurant and all other Restaurants you own; and (b) may not engage in any other business or activity, directly or indirectly, that requires substantial management responsibility or time commitments or otherwise may conflict with your obligations under the Franchise Agreement. Your Franchised Restaurant at all times must be managed by you (or your Operating Partner) or by a manager who has completed our training program to our satisfaction.

The Franchised Restaurant at all times must be under the direct, on-premises supervision of you (or your Operating Partner), or otherwise a manager-level employee other than you (or your Operating Partner) that you appoint and authorize to conduct day-to-day business activities at the Franchised Restaurant, either of whom must (a) have sufficient experience (in our sole opinion) in the operation of a quick service restaurant; and (b) have successfully completed our initial training program to our satisfaction. Your Operating Partner will be required to sign our Nondisclosure and Non-Competition Agreement, but we do not require manager-level employees to sign our Nondisclosure and Non-Competition Agreement. Your manager-level employee is not required to own equity in you.

You (or your Operating Partner) and the manager-level employee we approve are responsible for conducting day-to-day business activities at the Franchised Restaurant. You must at all times faithfully, honestly, and diligently perform your contractual obligations and use best efforts to promote and enhance the Franchised Restaurant. Our specifications and standards for operating a Restaurant may regulate the Franchised Restaurant's staffing levels, identifying the Franchised Restaurant's personnel, and employee qualifications, training, dress, and appearance.

If you are a partnership, corporation, limited liability company or other legal entity, each owner must undertake to be personally bound, jointly and severally, by your obligations under the Franchise Agreement and Development Agreement, if any. Copies of these guarantees are attached to the forms of Franchise Agreement and Development Agreement, which are attached as Exhibits B and C to this Franchise Disclosure Document.

ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

Franchise Agreement

We require you to sell all food, beverage and other products and services that we determine from time to time to be appropriate for your Franchised Restaurant, including required menu items as we may set from time to time. From time to time, we may designate menu items as being required or optional and also may introduce test menu items on a required or optional basis. You are not restricted as to the customers whom you may serve at the Franchised Restaurant.

The Franchise Agreements requires that you only conduct business with customers at the Franchised Restaurant and may not engage in any catering or delivery operations without our approval. You may be allowed to offer certain Delivered Products for delivery if you meet our requirements and elect to participate in our optional Delivery Program.

Your Franchised Restaurant may not offer any products or services (including promotional items) not authorized by us for Restaurants without our prior written approval. We have the right to change the types of authorized goods and services, and there are no limits on our right to make changes.