What action can the Beehive Homes franchisor take after an uncured event of default?

lender of Franchisee.

• 14.3. Termination. Upon the occurrence of any Event of Default and compliance with the notice requirements of Section 14.2 and upon Franchisee's failure to timely cure, Franchisor may terminate this Agreement by delivering to Franchisee a written Notice of Termination. This Agreement shall not be terminated until the delivery of the Notice of Termination to Franchisee.
• 14.4. Obligations of Franchisee Upon the Occurrence of an Event of Default, Termination or Expiration. Upon occurrence of an Event of Default, termination, Election Not to Renew or expiration of this Agreement for any reason, the Franchisee shall cease to be a licensed franchisee of Franchisor and Franchisee hereby covenants:
  • (a) To pay to Franchisor all fees and other charges owed or accrued to Franchisor on or before the first day of the month following the date of termination or expiration;
  • (b) To pay to Franchisor a cancellation fee in the amount of Ten Thousand Dollars ($10,000.00);
  • (c) Not to hold itself out as a franchisee of Franchisor and to cease all use of the Names and Marks, Trade Secrets and Copyrighted Materials;
  • (d) To deliver and surrender up to Franchisor each and all of the Names and Marks, and any physical objects bearing or containing any of the Names and Marks, or, at

Franchisor's election, to obliterate or destroy any Names and Marks in Franchisee's possession;

• (e) To take all necessary steps to disassociate itself from Franchisor, including, but not limited to, the removal of signs, destruction of letterhead, disconnecting of all telephone numbers listed under any of the Names or Marks or under any confusingly similar name and, upon Franchisor's request, transferringallsuch numbers and listings to Franchisor or its designee;
• (f) To take such action as shall be necessary to amend or cancel any assumed name, business name or equivalent registration which contains any Names or Marks;
  • (g) To cease all operations at the Location;
• (h) To furnish evidence satisfactoryto Franchisor of compliancewith this Section within the thirty (30) calendar days after the termination or expiration under this Agreement; and
• (i) If Franchisee fails to promptly complete any of the foregoing steps, Franchisee hereby irrevocably appoints Franchisor as its attorney-in-fact to complete the foregoing steps for and on the behalf of the Franchisee.
• 14.5. Franchisor's Right to Purchase. As additional consideration for this Agreement, Franchisee hereby gives and grants to Franchisor and its designees, the unrestricted right and option, exercisable upon the occurrence of an Event of Default described in Section 14.1 above, and subject to the notice requirements of Section 14.2 above, or upon the occurrence of an Election Not to Renew as defined in Section 5.2 of this Agreement, or termination or expiration of this Agreement, to purchase (i) all or any portion of the Personal Property (consisting of all furniture, equipment, supplies, other chattels, intangibles and other property) in use at the Home, and/or (ii) all right, title and interest of Franchisee or its Equity Owner(s) in and to the Real Property (Home). Franchisor or its designee may exercise this right and option by delivering to Franchisee a written Notice of Exercise on or before the date which is ninety (90) days after the later of (x) the occurrence of an Event of Default; or (y) the expiration of this Agreement after Franchisee's Election Not to Renew. This right and option is in addition to any other remedies available to Franchisor at law or pursuant to this Agreement.

The exercise price for the Personal Property shall be the tax basis of such property then shown on Franchisee's books and records for federal income tax purposes. Franchisee covenants and agrees that it will not, without the prior written consent of Franchisor, remove any of the Personal Property from the Home prior to the expiration of this right and option.

The exercise price for the Real Property comprising the Home shall be the Franchisee's and/or its Equity Owner's initial cost of the Real Property, including approved debt financing.

The exercise price for this right and option shall be paid within ninety (90) days after delivery of the Notice of Exercise to the Franchisee and shall be applied (i) first, to the satisfaction of any lien of the Small Business Administration; (ii) second, to the satisfaction of all unpaid obligations of Franchisee to Franchisor, including costs, expenses and reasonable attorneys' fees

incurred in the exercise of this right; (iii) third, to the satisfaction of all mortgages, security interests, liens or encumbrances of any kind, plus accrued interest, penalties and other charges; and (iv) fourth, the balance, if any, shall be paid to Franchisee.

If the exercise price for the subject property is not sufficient to give Franchisor clear title to such property, then Franchisee hereby expressly authorizes Franchisor, or its designated agent, to negotiate with claim holders for the transfer of clear title to such property to Franchisor upon such terms and conditions as are acceptable to Franchisor.

Source: Item 23 — RECEIPTS (FDD pages 34–123)