Under what circumstances related to assignment or transfer does the outstanding balance on the Buildingstars promissory note become immediately due and payable?

Based on the 2025 Buildingstars Franchise Disclosure Document, a default under the Promissory Note is also considered a default under the Franchise Agreement. However, the document does not explicitly state that the outstanding balance on the Buildingstars promissory note becomes immediately due and payable upon assignment or transfer of the franchise.

Item 22 outlines various conditions related to the Promissory Note, such as the franchisee's option to finance the Account Sales Fee through a Promissory Note, the payment terms (typically in 18 or 20 monthly installments), and the possibility of Buildingstars withholding monthly payments from the franchisee's billings. It also mentions scenarios where Buildingstars may offer new customer accounts to replace lost ones, but the franchisee remains obligated to continue payments on the outstanding Account Sales Fee.

While the FDD details the franchisee's obligations regarding trade secrets, non-competition, non-solicitation, and indemnification, it does not specify whether these obligations, or the Promissory Note, are affected by a transfer of interest or the termination, expiration, or assignment of the agreement. A prospective franchisee should seek clarification from Buildingstars regarding the specific conditions under which the Promissory Note would become immediately due and payable, particularly in the event of a franchise transfer or assignment.