Under what circumstances does the Franchise Agreement terminate, leading to obligations under Item 22 for a Southern Steer franchise?

21. FRANCHISEE'S OBLIGATIONS UPON TERMINATION OR EXPIRATION

• 21.1. Required Actions. After any termination, expiration, Transfer or cancellation of this Agreement for any reason whatsoever, Franchisee, its Owners, Operating Principal, Guarantor(s) agree:

  • (a) Immediately cease operating the Southern Steer Business;
  • (b) within five business days after termination, expiration, Transfer or cancellation of this Agreement pay all outstanding Fees to the Franchisor, its Affiliates and any Approved Suppliers and Designated Suppliers;
  • (c) immediately return to the Franchisor the Brand Manual, menus, advertising materials and all other printed materials pertaining to the Southern Steer Business, Confidential Information, Trade Secrets, Marks and the System including but not limited to, letterhead, signs, stationery, training materials, forms and invoices and all copies thereof;
  • (d) immediately notify all callers requesting information about Franchisee's former Southern Steer Business that such inquiries should be made to another phone number as specified by Franchisor;
  • (e) immediately take such action as is necessary to remove all references to Franchisee's Southern Steer Business, System, Confidential Information, Trade Secrets, URLs that contain the Marks or any portion thereof or confusingly similar thereto or other Franchisor's or its Affiliates proprietary information from all telephone listings, listing agencies, websites, social media, email service providers, Internet, answering services, and any other organizations where Franchisee has used the above items;

• (f) immediately cease all marketing or advertising which includes any of the Marks and cease using any and all items or materials which bear or include any of the Marks;

• (g) immediately cancel all fictitious or assumed names or equivalent registrations relating to Franchisee's Southern Steer Business;

• (h) within five business days of Franchisor's notice, execute additional documentation required by Franchisor to effectuate this Section 21.1;

• (i) execute the release in a form specified by Franchisor within five business days of Franchisor providing such release to Franchisee;

• (j) comply with all other applicable provisions of this Agreement, including all other post-term obligations which expressly or by their nature survive the expiration or termination of this Agreement; and

• (k) alter the Franchised Location in accordance with Section 21.2.

• 21.2.

Alteration of Franchised Location.

If this Agreement expires or is terminated for any reason or if the Franchised Location ever ceases to be used for the Franchisee's Southern Steer Business, then within 30 days after the date of the expiration or termination of this Agreement or the date on which the Franchised Location is no longer used for the Franchisee's Southern Steer Business (whichever is applicable), the Franchisee will, at its expense, alter, modify and change both the exterior and interior appearance of the building and the Franchised Location so that it will be clearly distinguished from the standard appearance of a Southern Steer Business.

At a minimum, such changes and modifications to the Franchised Location will include, but not be limited to: (a) repainting and, where applicable, recovering both the exterior and interior walls of the Franchised Location with entirely different colors, including removing any distinctive colors and designs from the walls; (b) removing all furniture, fixtures and other decor items associated with Southern Steer Businesses and replacing them with other decor items not of the general type and appearance customarily used in Southern Steer Businesses; (c) removing all exterior and interior Southern Steer signs; and (d) immediately discontinuing use of the approved wall decor items and window decals, and refraining from using any items which may be confusingly similar to those used in Southern Steer Businesses.

Franchisee agrees that Franchisor or a designated agent may enter upon the Premises at any time to make such changes at Franchisee's sole risk and expense and without liability for trespass.

Source: Item 22 — ITEM. 22 CONTRACTS (FDD pages 61–168)