What happens if a Belocal franchisee misuses the System or Marks?

• (14) Franchisee operates under any trademark not approved by Franchisor or otherwise uses any trademark not approved by Franchisor in the operation of the Franchised Business;

• (15) Franchisee defaults under Section 5.M.;

• (16) Franchisee fails to include the minimum number of pages in an issue (as determined by Franchisor's then-current standard) two or more times within a six-month period;

• (17) Franchisee fails to meet a deadline two or more times within a 12-month period;

• (18) Franchisee or any Principal acts, or fails to act, in a way that is reasonably likely to have an adverse effect on the Publication, any N2 publication, the System, or the Marks; or Franchisee or any Principal, by act or omission, impairs the value of, or the goodwill associated with, the Publication, any N2 publication, the System, or the Marks;

• (19) Franchisor terminates more than one publication contract or otherwise ceases production of more than one publication for which Franchisee is responsible, in any six-month period, due to the fact that the Publication Expenses for such publications exceed the total revenue received by Franchisor with respect to such publications;

• (20) Franchisee otherwise discontinues more than one N2 publication in any six-month period for any reason or is forced to discontinue more than one N2 publication in any six-month period of time due to the fact that the Publication Expenses for such discontinued publication exceed the total revenue received by Franchisor with respect to such publication;

• (21) Franchisee, or any Owner or Principal, defaults under Section 5.P.;

• (22) Franchisee fails to satisfy the requirements of any of Sections 5.E.(3), 5.E.(4), or 5.E.(5), and subsequently fails to successfully complete the corresponding Business Improvement Plan provided by Franchisor;

Franchisee shall not use such plans or materials until approved by Franchisor.

Franchisor reserves the right to disapprove previously approved plans and materials at any time, in Franchisor's sole discretion.

Franchisee must promptly discontinue use of any promotional or advertising plans or materials upon notice from Franchisor to do so.

• G.

Franchisee must notify Franchisor immediately of any apparent infringement of, or challenge to, Franchisee's use of any Mark or Copyrighted Material and of any claim by any person of any rights in any Mark or any Copyrighted Materials.

Franchisee and Principals must not communicate with any person other than Franchisor, its affiliates, their counsel, and Franchisee's counsel in connection with any such apparent infringement, challenge, or claim.

Franchisor shall have complete discretion to take any action it deems appropriate in connection with any infringement of, or challenge or claim to, any Mark or Copyrighted Materials as well as the right to control exclusively, or to delegate control of, any settlement, litigation, Patent-and-Trademark-Office, or other proceeding arising out of any such alleged infringement, challenge, or claim or otherwise relating to any Mark or Copyrighted Materials.

Franchisee agrees to execute all such instruments and documents, render such assistance, and do such acts or things as may, in the opinion of Franchisor, reasonably be necessary or advisable to protect and maintain the interests of Franchisor or any affiliate in the Marks or Copyrighted Materials.

Neither Franchisor nor any of Franchisor's affiliates shall be required to defend Franchisee against any claim, or indemnify Franchisee against or reimburse Franchisee for any loss or damages, arising out of Franchisee's use or misuse of any Mark, the Copyrighted Materials, or other Confidential Information.

• H.

Franchisor may add, change, revise, discontinue, or substitute different Marks and Copyrighted Materials, in its sole discretion.

In such circumstances, Franchisee's use of the additional or substitute proprietary marks and copyrighted materials shall be governed by the terms of this Agreement.

Franchisee shall promptly comply with each such addition, change, revision, discontinuation, or substitution and bear all expenses associated therewith.

• Z.

Crisis.

Franchisee shall notify Franchisor immediately upon the occurrence of any situation that may have a significant negative impact on Franchisee, Franchisor, the Publication, or which could have a deleterious effect on the BELOCAL brand, Marks or System (a "Crisis").

Franchisee shall cooperate fully with Franchisor with respect to Franchisor's response to any Crisis and shall follow all of Franchisor's policies, procedures, and instructions in every such situation, including, without limitation, instructions regarding managing public relations and communications, as directed by Franchisor or as specified in the Franchise Brand Standards Manual and regardless of whether Franchisee has retained outside counsel or a public relations firm to assist with any such matter.

A "Crisis" includes, but is not limited to, any event that occurs in connection with the Franchised Business or Publication that has or may cause harm or injury to the public, advertisers, or Independent Staff.

In the event of the occurrence of a Crisis, Franchisor may establish emergency procedures which may require Franchisee to temporarily cease publishing the Publication, in which case Franchisor shall not be liable to Franchisee for any loss or costs, including consequential damages or lost profits occasioned thereby.

Source: Item 22 — CONTRACTS (FDD page 71)