What are the conditions under which Circle K might terminate a franchise agreement (Item 3) and how do these conditions relate to the franchisee's obligations (Item 9)?

A failure to open a Conversion Store within one year or a New Store within two years will entitle Franchisor to immediately terminate this Agreement without Franchisor incurring any liability for such termination. If this Agreement is so terminated, Franchisee must comply with all post-termination obligations set forth herein, including but not limited to the payment of Liquidated Damages.

If we elect to exercise the Franchisor Fuel Supply Right but you refuse to sign the Circle K Business Franchise Agreement or any other related agreement, we will have the right to terminate the Franchise Agreement, and if we exercise such termination right, you will be subject to all of the post-termination obligations thereunder, including, without limitation, an obligation to pay Liquidated Damages under the Franchise Agreement.

Further, at Franchisor's election, any default by Franchisee in any other agreement between Franchisee and Franchisor may simultaneously constitute a default by Franchisee under this Agreement notwithstanding that at such time Franchisee may be fully and promptly performing its obligations hereunder.

Upon expiration or termination of this Agreement for any reason, Franchisee will:

(a) Cease any and all use of the Circle K trademarks and business system;

• (b) Return to Franchisor the Circle K Operating Manual and any other manuals, advertising materials, and any other proprietary information that Franchisor has provided to Franchisee for the operation of the Store;
• (c) Cease any and all use of, and return to Franchisor, the "Software," as defined in the Electronic Point of Sale and Software Agreement, and shall otherwise comply with Franchisee's post-term obligations as set forth in said Agreement;
  • (d) Refrain from holding itself out as a present or former Circle K Franchisee; and,
• (e) Otherwise comply with Franchisee's post-term obligations as set forth in Section 14.7 of the Franchise Agreement.

(A) within five (5) days, pay all Royalty Fees, Promotional Fees, and any other amounts owed to Franchisor, suppliers, or vendors, including the outstanding principal amounts and accrued interest on any notes or evidences of indebtedness of Franchisee payable to Franchisor or any Affiliates.

The payment to Franchisor of all amounts owing will be accelerated on all debt obligations which had been the subject of payment schedules even if payment was then being made promptly according to the agreed schedule.

Franchisee hereby grants to Franchisor a lien and security interest against any and all personal property, equipment, and fixtures owned by Franchisee and used in connection with the Store as security for the payment of such obligations;