What happens if a Beef O Bradys franchisee does not accomplish the notice or identification as required?

d by your Family Sports Pub for the twelve (12) months immediately preceding the effective date of termination multiplied by three (3). In this regard, you acknowledge and agree that it would be impossible and impracticable to determine the precise amount of damages we will incur upon the termination of this Agreement due to the complications inherent in determining the losses and expenses we will incur. You further acknowledge and agree that this calculation of our potential damages is a reasonable, good faith estimate of such damages. If we are unable to make this calculation because of your failure to report the Gross Sales of the Family Sports Pub, we may estimate the Gross Sales of the Family Sports Pub for the applicable period based upon the historical financial information available to us at such time. The obligation to pay the amounts set forth in this paragraph will give rise to and remain, until paid in full, a lien in our favor against any and all of assets, property, furnishings, equipment, signs, fixtures and inventory owned by you or the Family Sports Pub at the time of termination and against any of your money which we are holding or which is otherwise in our possession.

17.2 Marks and De-Identification. Upon the termination or expiration of this Agreement:

• (a) Notification. You must notify us of your intent, and the date that you intend, to discontinue business of your Beef 'O' Brady's® Family Sports Pub. You agree that such notification does not release you from any obligations or liabilities under this Agreement.
• (b) Cease Identification as Licensee or Franchisee/Use of Marks. You may not directly or indirectly at any time or in any manner (except with respect to other Family Sports Pubs you own and operate) identify yourself or any business as a current or former Family Sports Pub, or as one of our licensees or franchisees, use any Mark, any colorable imitation of a Mark or other indicia of a Family Sports Pub in any manner or for any purpose or utilize for any purpose any trade name, trade or service mark or other commercial symbol that indicates or suggests a connection or association with us. Within ten (10) days of termination or expiration you are to deliver to us, at your own expense, all signs, sign-faces, signcabinets, marketing materials, forms and other materials containing any Mark or otherwise identifying or

relating to a Beef 'O' Brady's® Family Sports Pub. In our sole judgment, we may waive this requirement in writing provided that you provide a sworn Certificate of Destruction/De-identification detailing your compliance with these terms;

• (c) Cancel Fictitious Business Names. You agree to take such action as may be required to cancel all fictitious or assumed name or equivalent registrations or licenses (including without limitation, any alcohol, city/state and health department licenses) relating to your use of any Mark and to provide us with a copy of business/fictitious name change documentation from the governing municipality within 15 days of the effective date of the termination/expiration of this Agreement;
• (d) Return of Signage. If we do not have or do not exercise an option to purchase the Family Sports Pub, you agree to deliver to us within 10 days after, as applicable, the effective date of expiration/termination of this Agreement or the Notification Date all signs, sign-faces, sign-cabinets, marketing materials, forms and other materials containing any Mark or otherwise identifying or relating to a Family Sports Pub and allow us, without liability to you or third parties, to remove all such items from the Family Sports Pub;
• (e) De-Identification of Family Sports Pub. If we do not have or do not exercise an option to purchase the Family Sports Pub, you agree that, after, as applicable, the effective date of expiration/terminations of this Agreement or the Notification Date, you will promptly and at your own expense make such alterations we specify to distinguish the Family Sports Pub clearly from its former appearance and from other Family Sports Pubs so as to prevent confusion by the public, including, without limitation, removing all exterior and interior signage bearing the Beef 'O' Brady's® name or logo including channel letter signage, pylon signage, interior signage and window decals; removing all furnishings bearing the Beef 'O' Brady's® name or logo; removing all memorabilia and décor items including pictures, jerseys, pennants, sporting good equipment, uniforms, plaques, etc. bearing inscriptions, engraving, autographs or any notation of any type that includes the Beef 'O' Brady's® name or logo;

Source: Item 23 — RECEIPTS. (FDD pages 66–330)