Will Golden Krust Caribbean Restaurant's approval for a transfer be unreasonably withheld?

the travel expenses, room and board and compensation of our employees. The foregoing remedies are in addition to our other remedies and rights under this Agreement and applicable law.

XIII. TRANSFER

A. BY US

This Agreement is fully transferable by us and will benefit any transferee or other legal successor to our interests herein.

B. BY YOU

You understand and acknowledge that the rights and duties created by this Agreement are personal to you (or, if you are a corporation, limited liability company or partnership, to your owners) and that we have granted the Franchise to you in reliance upon our perceptions of your (or your owners') individual or collective character, skill, aptitude, attitude, business ability and financial capacity. Accordingly, neither this Agreement (or any interest therein) nor any ownership or other interest in you or the Restaurant may be transferred without our prior written approval. Franchisor has sole discretion in approving any transfer. Any transfer without such approval constitutes a breach of this Agreement and is void and of no effect. However, Franchisor approval will not be unreasonably withheld. As used in this Agreement, the term "transfer" includes your (or your owners') voluntary, involuntary, direct or indirect assignment, sale, gift or other disposition of any interest in:

• (1) this Agreement;
• (2) you; or
• (3) the Restaurant.

An assignment, sale, gift or other disposition includes the following events:

• (a) transfer of ownership of capital stock or a partnership interest;
• (b) merger or consolidation or issuance of additional securities or interests representing an ownership interest in you;
  • (c) any issuance or sale of your stock or any security convertible to your stock;
• (d) transfer of interest in you, this Agreement or the Restaurant in a divorce, insolvency or corporation or partnership dissolution proceeding or otherwise by operation of law;
• (e) transfer of an interest in you, this Agreement or the Restaurant, in the event of your death or the death of one of your owners, by will, declaration of or transfer in trust or under the laws of intestate succession; or
• (f) pledge of this Agreement (to someone other than us) or of an ownership interest in you as security, foreclosure upon the Restaurant or your transfer, surrender or loss of possession, control or management of the Restaurant.

C. CONDITIONS FOR APPROVAL OF TRANSFER

Our approval for a transfer shall be conditioned upon the following:

(1) you be then in full compliance with the terms of this and any other agreement between us including but not limited to complying with all current system standards and you or the transferee paying

to us a transfer fee of $10,000.00. In addition, you and the transferee must sign all agreements we require (which may include an assignment agreement or a new franchise agreement (or the remainder of the term of this Agreement)).

• (2) the transferee and its owners meeting our then-current criteria for franchisees, having adequate financial resources, aptitude, experience and otherwise being capable of operating a Golden Krust Restaurant.
• (3) you submitting all proposed advertisements for the sale or other disposition of the franchise to us for written approval, our approval shall not be unreasonably withheld;
• (4) you paying all amounts owed to us and our affiliates and all other creditors of your Golden Krust Restaurant;
• (5) you executing a general release of us, our affiliates and officers, directors and employees; and
• (6) the transferee purchasing all of your assets used in the Golden Krust Restaurant, assuming all of your existing business liabilities including liabilities owed to us and assuming your lease.
• (7) you or your proposed transferee agreeing to update, remo

Source: Item 22 — CONTRACTS (FDD page 35)