Under the Jersey Mikes Guaranty, what is the Franchisor not obligated to recognize regarding transfers?

o Franchisor, as Franchisor determines in its sole discretion.

19. TRANSFERABILITY OF INTEREST

• 19.1 Limitations on Transfer. F ranchisee acknowledges that the integrity of the JERSEY MIKE'S® brand and the stability of the System and Marks depends on the business qualifications, financial capabilities, honesty and integrity of Franchisor's franchisees. Fr anchisee further acknowledges that Franchisor's lack of opportunity to evaluate and approve each potential franchisee's qualifications and the terms of ea ch proposed Transfer (defined in Section 31) could irreparably damage the System. Consequently, Franchisee agrees not to effectuate a Transfer, except as permitted by Section 19, and in any such case, without F ranchisor's prior wr itten consent. Any Tr ansfer or a ttempted Transfer lacking Franchisor's prior w ritten consent or that otherwise violates the restrictions in this Section 19 will be ineffective against Franchisor and, without limiting Franchisor's remedies, shall constitute a default under Section 17. Any advertisement for the Transfer ("sale") of the Restaurant or the franchise must be approved by Franchisor in writing before it is used.
• 19.2 Conditions to Voluntary Transfer of Rights. Neither Franchisee nor any Principal (defined in Section 31) shall effectuate an Asset Transfer (defined in Section 31) before the Franchised Restaurant opens for business under any circumstances. After the Franchised Restaurant opens for business, any Asset Transfer will 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 Franchisee agrees are reasonable):
  • a. At the time of A sset Transfer, Franchisee is in full compliance with Franchisee's obligations under this Agreement and all other agreements between Franchisee and Franchisor and its Affilia tes, including payment of all monetary obligations due Franchisor and its Affiliates;
  • b. The transferee executes Franchisor's then-current form of franchise agreement, Guaranty and Assumption of Obligations, and other collateral agreements Franchisor

• may then require, and each principal of the proposed transferee meets Franchisor's criteria for qualifying as a new franchisee;
• c. The transferee upgrades the Franchised Restaurant to meet Franchisor's then-current System Standards for new Restaurants;
• d. The transferee provides Franchisor a waiver and release with respect to liability for any financial data, earnings claims, representations and other information Franchisee or its representatives provided the transferee;
• e. Each Principal and re spective spouse exe cutes a Guaranty and Assumption of Obligations (Exhibit B-2);
• f. The transferee and the transferee's Controlling Principal and/or designated manager satisfactorily complete Franchisor's training program;
• g. The transferee and the transferee's Principals apply to Franchisor for acceptance as a Jersey Mike's franchisee, and furnishes to Franchisor the information and references that Franchisor requests to de termine transferee's and its Principals' skills, qualifications and economic resources;
• h.

Source: Item 22 — CONTRACTS (FDD page 77)