When HR has reserved a right or discretion in the Hardees agreement, on what basis can HR make decisions?

• E. Whenever HR has expressly reserved in this Agreement a right and/or discretion to take or withhold an action, or to grant or decline to grant Developer a right to take or withhold an action, except as otherwise expressly and specifically provided in this Agreement, HR may make such decision or exercise its right and/or discretion on the basis of its judgment of what is in its best interests.

This also applies if HR is deemed to have a right and/or discretion.

HR's judgment of what is in the best interests of the Hardee's System, at the time its decision is made or its right or discretion is exercised, can be made without regard to whether: (1) other reasonable alternative decisions or actions, or even arguably preferable alternative decisions or actions, could have been made by HR; (2) HR's decision or the action taken promotes its financial or other individual interest; (3) HR's decision or the action taken applies differently to Developer and one or more other developers or franchisees or HR company-operated or affiliate-operated operations; or (4) HR's decision or the action taken is adverse to Developer's interests.

HR will have no liability to Developer for any such decision or action.

HR and Developer intend that the exercise of HR's right or discretion will not be subject to limitation or review.

If applicable law implies a covenant of good faith and fair dealing in this Agreement, HR and Developer agree that such covenant will not imply any rights or obligations that are inconsistent with a fair construction of the terms of this Agreement and that this Agreement grants HR the right to make decisions, take actions and/or refrain from taking actions not inconsistent with Developer's rights and obligations under this Agreement.

Source: Item 23 — Receipts (FDD pages 85–541)