When an Area Development Agreement is assigned, does Jersey Mikes, as the Franchisor, consent to the transfer?

Agreement constitutes a default under any Franchise Agreement in accordance with the terms of the Franchise Agreement.

• 7.5 No right or remedy conferred upon or reserved to Franchisor by this Agreement is exclusive of any other right or remedy provided or permitted by law or equity.

8. TRANSFERABILITY OF INTEREST

• 8.1 Limitations on Transfer. De veloper acknowledges that the integrity of the JERSEY MIKE'S® brand and the stability of the System and Marks depend on the business qualifications, financial capabilities, honesty and integrity of Franchisor's developers and franchisees. Developer further acknowledges that Franchisor's lack of opportunity to evaluate and approve each potential developer's qualifications and the terms of each proposed Transfer (defined in Section 20) could irreparably damage the System. Conse quently, Developer agrees not to effectuate a Transfer, except as permitted by this Section 8, and in any such case, without Franchisor's prior written consent. Any Transfer or attempted Transfer lacking Franchisor's prior written consent or that otherwise violates the restrictions in this Section 8 shall be ineffective against Franchisor and, without limiting Franchisor's remedies, shall constitute a default under Section 8.
• 8.2 Conditions to Voluntary Transfer of Rights. Neither Developer nor any Principal (defined in Section 20) shall effectuate an Asset Transfer (defined in Section 20) before the first Franchised Restaurant granted according to this Agreement opens for business. Developer or its Principals only may Transfer its rights under this Development Agreement or in the Developer itself, if it also assigns to the transferee all of its interests under each Franchise Agreement entered into according to this Agreement. Any Asset Transfer shall be subject to Franchisor's prior written consent, in its sole and absolute discretion. Franchisor may condition its consent on compliance with certain requirements, including, without limitation, any of the following (which Developer agrees are reasonable):
• (a) At the time of Asset Transfer, Developer and its Affiliates is in full compliance with Developer's obligations under this Agreement and all other agreements between Developer and Franchisor and its Affiliates, including payment of all monetary obligations due Franchisor and its Affiliates;
• (b) The transferee executes Franchisor's then current form of Development Agreement and Franchise Agreement (which shall limit the term of the transferee's Development Agreement and

Franchise Agreement to the unexpired term of this Agreement and which shall supersede the terms of this Agreement), Guaranty and Assumption of Obligations, and other collateral agreements Franchisor may then require in connection with new Development Agreements and Franchise Agreements;

• (c) The transferee provides Franchisor a waiver and release with respect to liability for any financial data, earnings claims, representations and other information Developer or its representatives provided the transferee;
  • (d) Each Principal executes a Guaranty and Assumption of Obligations (Exhibit F-1).
• (e) The transferee and the transferee's Controlling Principal and/or designated manager satisfactorily complete Franchisor's Area Developer training program, if any;
• (f) The transferee and the transferee's Principals apply to Franchisor for acceptance as a Jersey Mike's developer, and furnishes to Franchisor the information and references that Franchisor requests to determine transferee's and its Principals' skills, qualifications and economic resources;
• (g) The transferee and the transferee's Principals demonstrate that it and the Principals have the skills, qualifications, ethics, moral values and economic resources necessary, in Franchisor's judgment, to develop JERSEY MIKE's restaurants, and to fulfill its obligations to Franchisor;
• (h) If the transferee and/or its Principals are an existing Jersey Mike's franchisee, the transferee and the transferee's Principals must be approved by Franchisor, in its sole and absolute discretion, for growth;
• (i) Franchisor receives a transfer fee of Five Thousand Dollars ($5,000.00) for services related to approving the Transfer of the Development Agreement, and Five Thousand Dollars ($5,000.00) for each Franchise Agreement transferred to the transferee;
• (j) Developer and its Affiliates and their respective Principals and Guarantors provide to Franchisor an unconditional, general release of all claims it may have against Franchisor, its Affiliates, and their respective officers, directors, shareholders, partners and employees; and
• (k) Developer complies with the right of first refusal provisions as provided for in this Agreement.
• 8.3 Involuntary Asset Transfers.

Source: Item 22 — CONTRACTS (FDD page 77)