What constitutes an act subject to default and enforcement provisions for an Annex Brands franchisee?

o Franchisee.

Franchisee expressly acknowledges that its failure to or unwillingness to abide by the provisions of this Subsection 16.F, in whole or in part, will cause irreparable injury to Franchisor and Franchisor's interest in, and ownership of, the goodwill established at the Center. Accordingly, Franchisee consents to the issuance by any arbitrator or court of competent jurisdiction, at Franchisee's expense, of: 1) any ex parte or other orders authorizing Franchisor or its agents to take actions to effectuate the terms of these provisions; or 2) any orders requiring Franchisee to render any necessary assistance to Franchisor (including making valid requests to others who are not parties to this Agreement) to effectuate the terms of these provisions, if Franchisor seeks such orders.

G. LIEN FOR COSTS AND EXPENSES. In the event of any default by Franchisee of any provision in this Section 16, Franchisee agrees to pay to Franchisor, in addition to those sums due to Franchisor under Section 17 of this Agreement, all damages, costs and expenses (including reasonable accounting, expert and witness fees, and reasonable attorneys' fees) incurred by Franchisor through appeal as a result of the default, which obligation will give rise to and remain, until paid in full, a lien in favor of Franchisor against any and all of the personal property, furnishings, equipment, signs, fixtures and inventory owned by Franchisee or the Center at the time of the default and/or against any monies of Franchisee held or otherwise in the possession of Franchisor.

17. ENFORCEMENT

A. SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS. Except as expressly provided to the contrary in this Agreement, each Section, Subsection and provision of this Agreement, and any portion thereof, will be considered severable and if, for any reason, any such part of this Agreement is held to be invalid, contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, arbitrator, agency or tribunal with competent jurisdiction in a proceeding to which Franchisor is a party, that ruling will not impair the operation of, or have any other effect upon, such other parts of this Agreement as may remain otherwise intelligible, which will continue to be given full force and effect and bind the parties hereto, although any part held to be invalid will be deemed not to be a part of this Agreement from the date the time for appeal expires, if Franchisee is a party thereto, otherwise upon Franchisee's receipt of a written notice of non-enforcement thereof from Franchisor.

Franchisee agrees to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions of this Agreement, or any specification, standard or operating procedure prescribed by Franchisor, any portion or portions which a court or arbitrator may hold to be unenforceable in a final decision to which Franchisor is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court or arbitration order. Such modifications to this Agreement will be effective only in such jurisdiction, unless Franchisor elects to give them greater applicability, and will be enforced as originally made and entered into in all other jurisdictions.

If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the expiration, termination or non-renewal of the Franchise, or the taking of some other action not required hereunder, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure prescribed by Franchisor is invalid or unenforceable, the prior notice and/or other action required by such law or rule will be substituted for the comparable provisions of this Agreement, and Franchisor will have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard or operating procedure to the extent required to be valid and enforceable.

B. WAIVER OF OBLIGATIONS. Franchisor and Franchisee may by written instrument waive or reduce any obligation of or restriction upon the other under this Agreement, effective upon giving written notice thereof to the other or upon such other effective date stated in the notice of waiver. Any waiver granted by Franchisor will be without prejudice to any other rights Franchisor may have, will be subject to continuing review by Franchisor and may be withdrawn, in Franchisor's sole discretion, effective upon giving Franchisee 30 days' prior written notice of withdrawal.

Franchisor and Franchisee will not be deemed to have waived or impaired any right, power or option reserved by this Agreement (including the right to demand exact compliance with every provision, condition and covenant in this Agreement or to declare any default thereof to be a default and to terminate the Franchise prior to the expiration of its term) by virtue of any custom or practice of the parties at variance with the provisions of this Agreement; any failure, refusal or neglect of Franchisor or Franchisee to exercise any right under this Agreement or to insist upon exact compliance by the other with its obligations hereunder including any mandatory specification, standard or operating procedure; any waiver, forbearance, delay, failure or omission by Franchisor to exercise any right, power or option, whether of the same, similar or different nature, with respect to other Centers; or the acceptance by Franchisor of any payments due from Franchisee after any default of this Agreement.

• C. FORCE MAJEURE. Neither Franchisor nor Franchisee will be liable for loss or damage or deemed to be in default of this Agreement if its failure to perform its obligations results from: 1) transportation shortages, inadequate supply of equipment, merchandise, supplies, labor, material or energy or the voluntary foregoing of the right to acquire or use any of the foregoing in order to accommodate or comply with the orders, requests, regulations, recommendations or instructions of any federal, state or municipal government or any department or agency thereof; 2) compliance with any law, ruling, order, regulation, requirement or instruction of any federal, state, or municipal government or any department or agency thereof; 3) acts of God; 4) fires, strikes, embargoes, war or riot; or 5) any other similar event or cause. Any delay resulting from any of said causes will extend performance accordingly or excuse performance in whole or in part, as may be reasonable, except that said causes will not excuse payments of amounts owed at the time of such occurrence or payment of royalty fees or other fees due to Franchisor or to its affiliates under this Agreement or any other agreements.

Source: Item 22 — Contracts (FDD pages 109–110)