What is the Chesters franchisee's obligation regarding the accuracy of information provided to the secured party?

[Item 23: **RECEIPTS]

For each violation of this restriction on the operation of a Competitive Business, you acknowledge that we will suffer substantial Brand Damages. "Brand Damages" means, among other things, lost market penetration and goodwill, loss of CHESTER'S Restaurant representation in the Location's market area, customer confusion, lost opportunity costs, and expenses that we will incur in developing or finding another operator to develop another CHESTER'S Restaurant in the Location's market area. We and you acknowledge that Brand Damages are difficult to estimate accurately, and proof of Brand Damages would be burdensome and costly, although such damages are real and meaningful to us. Therefore, for each violation of the restriction on the operation of a Competitive Business, you must pay us in a lump sum, on or before the date we specify, liquidated damages equal to Ten-Thousand Dollars ($10,000). Payment is due by credit card or ACH transfer. You agree that these liquidated damages represent the best estimate of our Brand Damages arising from each violation of the restriction on the operation of a Competitive Business. Your payment of the liquidated damages to us will not be considered a penalty but, rather, a reasonable estimate of fair compensation to us for the Brand Damages we will incur. You acknowledge that your payment of liquidated damages is full compensation to us only for the Brand Damages and is in addition to, and not in lieu of, your obligations to pay other amounts due to us under this Agreement and to comply strictly with all other contractual obligations.

1. Reporting. You must send us monthly reports regarding the Restaurant's sales, labor costs, and profits in the format we specify (other than employeerelated information). If you purchase the Restaurant POS System hardware that we recommend (but do not currently require), or if during this Agreement's term we require you to obtain the Chester's POS System for the Restaurant as part of its required operating equipment, you also must pay us the POS

Technology Fee we specify in Section 5(c) and provide us with independent, unlimited access to the information the System generates (autriough not to employee- or employment-related information for your Restaurant's employees).

• 1. Advertising. You must advertise the Restaurant, at your own expense, on a reasonable number of DOT signs on nearby interstates. However, if no such DOT signs are available for such advertising activities as of this Agreement's Effective Date, you need not conduct this type of advertising until the DOT signs become available. We and you periodically will discuss and reasonably determine the availability of DOT signs for advertising. Regardless of where you operate your Restaurant, we may review and approve (or disapprove) all advertising and promotional materials you propose to use that we have not prepared for CHESTER'S Restaurants and sent you (and for which we charge you the fees specified in Section 5(b) above). You may not use any advertising or promotional materials that we have not approved or have disapproved. You may not develop, maintain, or authorize any website that mentions the Marks. You may not misrepresent Chester's products in any advertising, including representing or giving a reasonable person the reason to believe that Chester's products are Halal or Kosher whether or not any component of a Chester's product may be considered Halal or Kosher.
• 1. Insurance. You must obtain and maintain the types and amounts of insurance coverage appropriate in your market for the Restaurant's business activities, which must include at least $1 million per occurrence and $2 million in the annual aggregate of comprehensive general liability coverage, Workers' Compensation coverage providing benefits, as required by applicable law, and Employers' Liability coverage with a limit of not less than $1 million each accident, including occupational disease coverage. Your comprehensive general liability policy must name Chester's International, LLC as an additional insured and provide for a waiver of subrogation in favor of us. Your insurance will be primary and any insurance carried by us will be excess and non-contributory.

Notwithstanding anything to the contrary herein, if you are unable fulfill your obligations in this Agreement herein due to an FME, we agree to engage in good faith discussions to come to a mutually acceptable resolution; provided that if the parties are unable to mutually agree on a resolution within 45 days of entering into such discussions, we may terminate the Agreement effective immediately.

In no case may an FME last more than 180 days.

Post-Term Obligations.

When this Agreement expires or is terminated, you must immediately stop operating the Restaurant under the Chester's System and Marks; not thereafter represent to the public or hold yourself out as a present or former licensee of ours; immediately and permanently stop using any confidential methods, procedures, and techniques associated with the Chester's System and Marks; follow our instructions to de-identify the Restaurant from the Chester's System within the timeframe we specify; promptly pay all monies due to us and our affiliates; immediately deliver to us (at no cost to us) all Manuals, brochures, invoices, and other materials bearing the Marks.

You will have 30 business days to show that you have completed all payment and Restaurant-specific physical de-branding obligations (the other obligations are immediate and continuing).

If you fail to comply with the payment and Restaurant-specific physical de-branding obligations within 30 business days, you must pay us a $10,000 fee.

Payment is due by credit card or ACH transfer.

If you fail to comply with your de-branding obligations within the aforementioned timeframe, you agree to permit our third-party agent access to your premises to remove Chester's Marks from the Location.

All of our and your (and your owners) obligations under this Agreement which expressly or by their nature survive this Agreement's expiration or termination will continue in full for

Source: Item 23 — **RECEIPTS (FDD pages 48–197)