What rights does City Wide have upon a franchisee's default under the City Wide franchise agreement?

• 14.2 Termination After Failure to Cure.

Franchisee will be deemed to be in default under this Agreement and CITY WIDE may elect to terminate this Agreement and all rights granted under this Agreement if within thirty (30) days after CITY WIDE sends Franchisee written notification setting out the nature of the default ("Notice to Cure"), or within any such period set forth in this Agreement or permissible by law, Franchisee does not correct the default to CITY WIDE's satisfaction:

• 14.8 Right to Enter and Operate.

In addition to CITY WIDE's right to terminate this Agreement, and not in lieu of such right or any other rights against Franchisee, if Franchisee has not cured a default under this Agreement within the time allotted by CITY WIDE after receipt of the Notice to Cure from CITY WIDE, CITY WIDE may, at its option, enter the premises of the Franchised Business and exercise complete authority with respect to its operation until such time as CITY WIDE determines that Franchisee's default has been cured and that there is compliance with the requirements of this Agreement.

Franchisee specifically agrees that a Representative (as defined in Section 16) of CITY WIDE may take over, control, and operate the business, and that Franchisee will pay CITY WIDE a service fee of not less than Three Hundred Dollars ($300) per day plus all travel expenses, room and board and other expenses reasonably incurred by such Representative so long as it will be required by the Representative to enforce compliance.

Franchisee further agrees that if, as herein provided, CITY WIDE temporarily operates for Franchisee the business franchised herein, Franchisee will indemnify and hold harmless CITY WIDE and any Representative of CITY WIDE who may act hereunder, respecting any and all acts and omissions which CITY WIDE may perform, or fail to perform as regards the interests of Franchisee or third parties.

• 14.9 If this Agreement is terminated by the Franchisor due to an uncured breach by Franchisee, Franchisee will forfeit all rights Franchisee may have otherwise had in and to any Royalty Rebate if the Agreement were not terminated.

• 15.2 At the end of the Term of this Agreement, whether because of an event of default pursuant to Section 14 above or otherwise, Franchisee will immediately do each of the following:

• 15.2.1 Cease to be a franchisee of CITY WIDE and cease to operate the former Franchised Business or any other business using any part of the System or Marks.

After that Franchisee will not, directly or indirectly, represent to the public that the former Franchised Business is or was operated in any way connected with the System or hold itself out as a present or former franchisee of CITY WIDE.

• 15.2.2 Pay all sums owing to CITY WIDE.

Upon termination of this Agreement for any default by Franchisee, such sums will include lost Royalties Fees, Marketing Fees and other fees for the remainder of the Term, and other damages, costs, and expenses incurred by CITY WIDE as a result of the default.

• 15.2.3 Cease to use and destroy all tangible copies of the Operating Manual, the Software, and all other Confidential Information together with all equipment and other property owned by CITY WIDE.

Franchisee will retain no copy or record of any of the foregoing; provided, however, that Franchisee may retain Franchisee's copy of this Agreement, a copy of any correspondence between the parties, and a copy of any other document which Franchisee needs for compliance with any applicable provision of law.

• 15.2.4 Change all phone numbers then listed under any Mark owned by CITY WIDE and assign to CITY WIDE the right to use all such phone numbers.

• 15.2.5 Provide CITY WIDE with a complete list of Franchisee's employees, subcontractors and suppliers, their respective addresses, and any outstanding amounts Franchisee may owe to any third party.

• 15.2.6 Provide CITY WIDE with a complete list of all customers for the past three years, subcontractors, contacts names, and the like, including all address and telephone information for each name listed.

Additionally, Franchisee shall provide upon CITY WIDE's request, copies of all of Franchisee's files, correspondence, billing records, bid sheets, and all other records of the Franchised Business including, but not limited to, all client agreements, all investment recaps, and all Schedule A details of service.

• 14.5 Rights of a Secured Party.

Upon the occurrence of any event of default enumerated in Section 14.1 or 14.2 above, in addition to any other rights and remedies to which it may be entitled, CITY WIDE will have all rights and remedies of a secured party under the UCC as enacted in the State of Kansas, including but not limited to, the right to enter any premises of Franchisee to remove and repossess any products and goods in which CITY WIDE has been granted a security interest, without notice to Franchisee.

Source: Item 22 — CONTRACTS (FDD page 65)