If Cream elects to operate my Shop on an interim basis, what are my obligations?

you (if you are conducting business as an individual) or your Principal Owner (if you are conducting business as an Entity), if your Shop is at any time not being managed as required by Section 12.D; or (3) if this Agreement expires or is terminated and we are transitioning your Shop operations as permitted under Section 15D or determining whether to do so.

If we elect to operate your Shop on any interim basis, you must cooperate with us and our designees, continue to support the operations of your Shop, and comply with all of our instructions and System Standards, including making available any and all books, records, and accounts. You understand and acknowledge that during any such interim period, you are still the owner of your Shop, and you continue to bear sole liability for any and all accounts payable, obligations, and/or contracts, including all obligations under the Lease and all obligations to your suppliers, employees, and contractors, and any and all sales tax, income tax, and other taxes and charges arising from the Net Sales of your Shop, in each case unless and until we expressly assume them in connection with the purchase of your Shop under Section 15.D. If we or our designee operate your Shop on an interim basis, you acknowledge that we or our designee will have a duty to utilize only reasonable efforts and will not be liable to you or your owners for any debts, losses, or obligations your Shop incurs, or to

any of your creditors for any supplies, products, or other assets or services your Shop purchases, while we or our designee manage it. You understand that we are not required to use your employees, suppliers, or contractors to operate your Shop. You also agree that we may elect to cease such interim operations of your Shop at any time with notice to you.

Source: Item 23 — RECEIPTS (FDD pages 61–192)