What requirements must a proposed Cinch I.T. transferee meet to be approved?

and ordinances;

• (iv) The transferee must enter into a written assignment, under seal and in a form satisfactory to Us, assuming and agreeing to discharge all of Your obligations under this Agreement and the relevant Franchise Agreement(s), and the transferee's principals, individually, shall guarantee the performance of all these obligations in writing in a form satisfactory to Us;
• (v) The transferee must demonstrate to Our satisfaction that the transferee meets Our then-current educational, managerial and business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to open and operate the CINCH I.T. Franchised Businesses (as may be evidenced by prior related experience or otherwise); has at least the same managerial and financial acumen required of new Multi-Unit Developers; and has sufficient equity capital, as determined by Us in Our sole discretion, to open and operate the CINCH I.T. Franchised Businesses required under the terms of this Multi-Unit Development Agreement;
• (vi) At Our option, the transferee must sign (and, upon Our request, shall cause all interested parties to sign), for a term ending on the expiration date of each

of the Franchise Agreement(s) and with the renewal term as may be provided by the Franchise Agreement(s), the standard form of Franchise Agreement, and concurrently sign, for a term ending on the expiration date of this Agreement, the standard form of Multi-Unit Development Agreement then being offered to new Multi-Unit Developers and any other ancillary agreements as We may require for the CINCH I.T. Franchised Businesses, which agreements shall supersede the Franchise Agreements and the Multi-Unit Development Agreement between You and Us in all respects and the terms of which agreements may differ from the terms of the Franchise Agreements and the Multi-Unit Development Agreement, including, without limitation, the implementation of other fees;

• (vii) You, Your principals and Your affiliates must remain liable for all direct and indirect obligations to Us in connection with the CINCH I.T. Franchised Businesses before the effective date of transfer and will continue to remain responsible for Your obligations of nondisclosure, noncompetition and indemnification as provided in the Franchise Agreements and Guaranty Agreement, attached to this Agreement as Addendum C and shall sign any and all instruments reasonably requested by Us to further evidence this liability;
• (viii) You or Your approved transferee shall pay to Us, at the time of said transfer, a transfer fee ("Development Transfer Fee") equal to Five Thousand Dollars ($5,000.00) for each unopened CINCH I.T. Franchised Business to be transferred, and Ten Thousand Dollars ($10,000.00) for each CINCH I.T. Franchised Business which is open and operating at the time You notify Us of Your intent to transfer or assign this Agreement (which transfer or assignment shall be in compliance with the terms of each open CINCH I.T. individual Franchise Agreement), to cover Our administrative and other expenses in connection with the transfer of the CINCH I.T. Franchised Businesses by You; and
• (e) If You, Your principals or Your affiliates shall at any time determine to sell, transfer or otherwise dispose of all or part of the rights under this Agreement or an ownership interest in You or the Multi-Unit Developer entity, and You, Your principals or Your affiliates shall obtain a bona fide, signed written offer from a responsible and fully disclosed prospective buyer, You shall notify Us in writing of each offer, and We shall have the right and option, exercisable within a period of thirty (30) days from the date of delivery of this offer, by written notice to You or Your owners, to acquire the rights under this Agreement or this ownership interest for the price and on the terms and conditions contained in said prospective buyer's offer.

Source: Item 23 — RECEIPTS (FDD pages 60–269)