the material terms and conditions of such Transfer, including, without limitation, that the price and terms of payment are not so burdensome as to affect adversely the transferee's operation of the Unit; provided, however, that Pretzel Time's approval of such Transfer does not ensure the transferee's success as a Pretzel Time Unit franchisee, nor should the transferee rely upon Pretzel Time's approval of such Transfer in determining whether to acquire Franchisee's Pretzel Time Unit; (8) If Franchisee (and/or its Owners) finances any part of the sale price of the transferred interest, Franchisee and/or its Owners have agreed that all obligations of the transferee under or pursuant to any promissory notes, agreements or security interests reserved by Franchisee or its Owners in the assets of the Unit or the Premises shall be subordinate to the transferee's obligations to pay royalty and service fees and other amounts due to Pretzel Time and its Affiliates and otherwise to comply with this Agreement; (9) Franchisee (and its Owners) have executed a noncompetition covenant in favor of Pretzel Time and the transferee agreeing that, for a period of twelve (12) months commencing on the effective date of the Transfer, Franchisee, its Owners and members of the immediate families of Franchisee and each of its Owners will not hold any direct or indirect interest as a disclosed or beneficial owner, investor, partner, director, officer manager, employee, consultant, representative or agent, or in any other capacity, in a Competitive Business located or operating within three (3) miles of the Unit, and within three (3) miles of any other Pretzel Time Unit; (10) If consent is required, the lessor of the Premises consents to the assignment or sublease of the Premises to the transferee; (11) Franchisee has complied with all of its obligations to Pretzel Time, its Affiliates,