What standards must a proposed transferee meet to be approved for a Churchs Chicken franchise?

acter, experience and demonstrated or purported ability in developing and operating high quality foodservice operations. Accordingly, neither Franchisee nor any person or entity which directly or indirectly controls Franchisee shall sell, assign, transfer, convey, or give away any interest in Franchisee, this Agreement, the Franchised Restaurant, the assets of the Franchised Restaurant, the Franchised Location or any other assets pertaining to Franchisee's operations under this Agreement (collectively "Transfer") without the prior consent of Cajun.

• (2) Except as otherwise provided in this Agreement, any purported Transfer, by operation of law or otherwise, not having the prior consent of Cajun shall be null and void.
• (3) If Franchisee engages in a Transfer without the prior written consent of Cajun, and Cajun nonetheless accepts the purported transferee as a franchisee, then Franchisee shall pay Cajun for an unauthorized Transfer fee equal to $25,000.
• B. Conditions to Approval of Transfer and Transferee. Franchisee shall advise Cajun in writing of any proposed Transfer, submit (or cause the proposed transferee to submit) a franchise application for the proposed transferee, and submit a copy of all contracts, agreements or proposals, and all other information requested by Cajun relating to the proposed Transfer. If Cajun does not exercise its right of first refusal as described in Section 15.I., the decision as to whether or not to approve a proposed Transfer shall be made by Cajun in its sole discretion and may include numerous factors deemed relevant by Cajun. These factors may include, but will not be limited to, the following:
• (1) The proposed transferee (and if the proposed transferee is other than an individual, such owners of an interest in the transferee as Cajun may request) must demonstrate that it has extensive experience in high quality restaurant operations of a character and complexity similar to the restaurants franchised by Cajun or its affiliates; meets the managerial, operational, experience, quality, character and business standards for a franchisee promulgated by Cajun from time to time; possesses a good character, business reputation and credit rating; has an organization whose management culture is compatible with Cajun's management culture; and has adequate financial resources and working capital to meet Franchisee's obligations under this Agreement.
• (2) All of Franchisee's accrued monetary obligations to Cajun and its affiliates (whether arising under this Agreement or otherwise) have been satisfied, and all of Franchisee's outstanding obligations related to the Franchised Restaurant (including, but not limited to, bills from suppliers, taxes, judgments and any required governmental reports, returns, affidavits or bonds) have been satisfied or, in the reasonable judgment of Cajun, adequately provided for. Cajun reserves the right to require that a reasonable sum of money be placed in escrow to ensure that all of these obligations are satisfied.

• (3) Franchisee is not then in material default of any provision of this Agreement or any other agreement between Franchisee and Cajun or its affiliates and is not in default beyond the applicable cure period under any real estate lease, equipment lease or financing instrument relating to the Franchised Restaurant.
• (4) Unless waived by Cajun in its sole discretion, the transferee and those employees of the transferee designated by Cajun shall complete the NFOP (if it has not previously done so), the MIT Program, and any additional training programs required by Cajun.
• (5) If the Franchised Restaurant has not been remodeled in accordance with Section 10.F.(2) within 7 years before the date of Transfer, the transferee shall make, or make arrangements to make, the capital expenditures required to renovate and modernize the Franchised Restaurant to conform to the interior and exterior designs, décor, color schemes, furnishings and equipment and presentation of the Proprietary Marks consistent with the image of the System for new Church's Restaurants at the time of the Transfer, including such structural changes, remodeling, redecoration and modifications to existing improvements as may be necessary to do so. Cajun may require that the transferee place funds into escrow and execute a separate agreement with Cajun setting forth a timeline to complete such remodeling.

Source: Item 23 — RECEIPT (FDD pages 68–406)