1. or more acts of default under this Agreement within any consecutive twelve (12) month period, even if Franchisee cures any of the three acts of default. There is no cure period under this provision, so that if two prior defaults occur within a twelve (12) month period, this Agreement will terminate immediately upon the occurrence of a third act of default and a notice of default and termination delivered by BNC to Franchisee.

• 13.2.26 Franchisee, or any individual with an Ownership Interest in Franchisee, is convicted in a court of competent jurisdiction of: (i) an offense punishable by a term of imprisonment in excess of one (1) year; or (ii) any offense for which a material element is fraud, dishonesty, or moral turpitude. There is no cure period for an act of default under this provision.

ARTICLE 14. OBLIGATIONS UPON TERMINATION OR EXPIRATION

• 14.1 Upon termination or expiration of this Agreement for any reason, all rights granted to Franchisee under this Agreement will immediately terminate, and Franchisee must strictly comply with the following obligations:
• 14.1.1 Franchisee must immediately cease operating the Restaurant or using the fixtures, displays, decorations, stationery, forms, advertising materials, and other articles used in connection with the Restaurant.
• 14.1.2 Franchisee must immediately and permanently cease using in any manner whatsoever: (i) any Confidential Information; (ii) the BENIHANA System, and any of BNC's methods, procedures, and techniques associated with the BENIHANA System; and (iii) the BENIHANA trade dress and distinctive forms, slogans, signs, symbols and devices associated with the BENIHANA System.
• 14.1.3 Franchisee must, within five (5) days of expiration or termination, deliver to BNC all manuals, including the Manual, and all other records, correspondence, and instructions containing Confidential Information, or other information relating to the operation of the Restaurant, all of which are acknowledged to be BNC's property, and Franchisee will not keep any copy or record of any of the foregoing, with the exception of Franchisee's copy of this

Agreement, any correspondence between the parties, and any other documents Franchisee reasonably needs for compliance with any provision of law.

• 14.1.4 Franchisee must immediately and permanently cease using in any manner the Marks, or any confusingly similar trademark, service mark, trade name, or insignia.
• 14.1.5 Franchisee must not directly or indirectly identify itself in any manner as a franchisee, or former franchisee, of BNC or as an authorized user of the BENIHANA System or the Marks.
• 14.1.6 Franchisee must furnish BNC with evidence satisfactory to BNC of Franchisee's compliance with Franchisee's obligations under Sections 14.1.3, 14.1.4, and 14.1.5 within seven (7) days after termination or expiration of this Agreement.
• 14.1.7 Franchisee must immediately make or cause to be made modifications and alterations to the Restaurant to distinguish the appearance of the Restaurant from that of other BENIHANA Restaurants, including all specific changes BNC may request for that purpose. Franchisee must furnish BNC with evidence satisfactory to BNC of Franchisee's compliance with this obligation within seven (7) days after termination or expiration of this Agreement.
• 14.1.7.1 If Franchisee fails to comply with the requirements of this Section 14.1.7, in addition to any other rights BNC has under this Agreement, BNC has the right to enter upon the premises where the Restaurant was operated, without being guilty of trespass or any other tort, for the purpose of making or causing to be made, at Franchisee's expense, the changes required by this Agreement.

Source: Item 23 — Receipts (FDD pages 74–576)