Does the Engel & Volkers franchisor have to accept the proposed assignee if all requirements are met?

party (whether by stock sale, asset sale, merger, operation of law or otherwise), Franchisee shall use its best efforts and shall employ reasonable security measures, including having any third parties who are to be presented with Confidential Information sign appropriate nondisclosure agreements which are acceptable to Franchisor, to prevent any unauthorized disclosure of or access to the Proprietary Information and shall immediately advise Franchisor of any information it has or receives of any unauthorized disclosure or access. Franchisee shall provide copies of all such non-disclosure agreements to Franchisor upon request.

If Franchisor does not elect to exercise its right of first refusal (as provided in Section 22.5 below), then Franchisor will not unreasonably withhold consent to Franchisee's sale, transfer or assignment of any interest in Franchisee (if Franchisee is a business entity), the

franchise conveyed by this Agreement and Franchisee's right to use the ENGEL & VÖLKERS System, or any interest in any of these, to a third party. Franchisee agrees that it will not be unreasonable for Franchisor to impose, among other requirements, the following conditions to granting consent to Franchisee's proposed sale, assignment or transfer of any of the foregoing:

• 22.3.1 That the proposed assignee (meaning individual or business entity which, after the proposed assignment, will be the franchisee under this Agreement or under any successor/renewal agreement) applies to Franchisor for acceptance as a franchisee and demonstrates to Franchisor's satisfaction that the proposed assignee (and, if it is a business entity, each and every Principal owner and guarantor of the proposed assignee) possesses the skills, qualifications, financial condition, background and history, reputation, economic resources, education, managerial and business experience, moral character, credit rating and ability to assume the duties and obligations under this Agreement or any successor agreement. Franchisee must pay the costs of any investigation required to be conducted by Franchisor.
• 22.3.2 That, upon Franchisor's request, the proposed assignee (or, if the proposed assignee is a business entity, each and every Principal owner or guarantor of the proposed assignee) presents himself, herself or itself for a personal interview at Franchisor's corporate office, or any other location (or by virtual / videoconference call) that Franchisor designates, at a date and time Franchisor reasonably requests, without expense to Franchisor. Franchisor may determine to meet with the proposed assignee at his, her or its principal place of business or residence and, if Franchisor does so, Franchisee will reimburse Franchisor for all travel, lodging, meal and personal expenses related to such meeting.
• 22.3.3 That the proposed assignee has the organizational, managerial and financial structure, resources, and capital required to conduct and operate the franchised Business: (i) in accordance with the System Documentation and brand standards as ENGEL & VÖLKERS and Franchisor indicate from time to time; and (ii) otherwise properly, in Franchisor's business judgment.
• 22.3.4 That the proposed assignee complies with Franchisor's ownership requirements relative to the control of the proposed assignee and the franchised Business.
• 22.3.5 That the proposed assignee (and, if the proposed assignee is a business entity, each and every owner or guarantor of the proposed assignee) complies with Franchisor' restrictions relative to involvement in a competitive business.
• 22.3.6 That the proposed assignee; his, her or its proposed business managers; and, such other post-transaction staff members of the franchised Business attend and successfully complete Franchisor's then-required training programs before the assignment, and any other training that Franchisor reasonably requires, at the assignee's expense (which will include Franchisor's then-current training fee and the cost of the trainees' transportation, lodging, food and other living expenses). Each individual undergoing such training must first execute the Confidentiality/Non-Competition Agreement attached hereto.

Source: Item 22 — CONTRACTS (FDD page 88)