What actions can Best Brains take if an event occurs that allows them to terminate the agreement?

it or license which is a prerequisite to the operation of the Franchised Business, or if you operate the Franchised Business in a manner that presents a health or safety hazard to customers, employees, or the public;

• 1. If you make an unauthorized transfer or assignment of this Agreement, the assets of the Franchised Business, or your ownership interest;
• 1. If you have received three or more notices of default during any twelve-month period, whether or not such defaults were cured;
• 1. If we are unable to electronically transfer from your account three or more charges within any twelve-month period, whether or not such checks were subsequently paid;
• 1. If you fail to pay any amount owed to us or our affiliates or to your suppliers, providers, lessors, landlords, or vendors, when the same is due and payable and do not correct such failure within ten days after written notice of such failure to comply is delivered to you;
• 1. If you fail to provide instructions to students using state board certified teachers for Math and English classes; or
• 1. If you fail to perform any of the terms and conditions in this Agreement, the Operations Manual, or in other operational memoranda issued by us Company and do not correct such failure within 30 days after written notice of such failure to comply is delivered to Franchisee.

Upon the occurrence of any of the above events which would allow us to terminate this Agreement, we may authorize suppliers to withhold shipment to you or our proprietary products and services and approved products and services until you have cured the event of default.

• C. Cross Default. Any default by you of any other agreement between us and you shall be deemed a default under this Agreement, and any default by you of this Agreement shall be deemed a default under any and all other agreements between us and you. If the nature of such default under any other agreement would have permitted us to terminate this Agreement had the default occurred under this Agreement, we have the right to terminate this Agreement as if the default did in fact occur under this Agreement. For purposes of this Section, an agreement between the us or an affiliate of ours and you or your owners shall be deemed an agreement between us and you.
• D. Appointment of Manager. Notwithstanding the provisions of Sections 7.B. and 7.C. above, if you do not comply with any provision of this Agreement, we may assign a manager to the Franchised Business on a daily basis, whose function will be to ensure compliance with the provisions of this Agreement. You shall be responsible for paying us for the services of such manager at such reasonable

rate as we may establish.

Source: Item 23 — RECEIPTS (FDD pages 42–190)