Under what circumstances can the Circle K agreement be terminated early, and what financial obligations remain after termination?

• (a) The term of this Agreement ("Term") shall be effective commencing on the Effective Date (as defined on the signature page hereto) and shall remain in effect for the same term (including any extensions or renewals thereof) as the CIRCLE K® Motor Fuel Agreement between Seller and Purchaser entered into concurrently herewith (the "Motor Fuel Agreement"), unless earlier terminated in accordance with the terms of this Agreement.
• (b) Upon the occurrence of an Acceleration Event, Seller shall have the right to terminate this Agreement in its entirety, as further set forth in paragraph 2(d) above. Notwithstanding the termination of this Agreement, Purchaser shall continue to be liable for all amounts owing to Seller under this Agreement, including but not limited to the Total Unforgiven Repayment, as further set forth in paragraph 2 above.

Licensee understands and agrees that TMC is relying upon Licensee to pay to TMC the amounts set forth herein, and that the early termination of this Agreement will result in serious losses to TMC.

Licensee and TMC acknowledge that the amount of such losses is, and will be, difficult to determine.

Therefore, Licensee agrees that in the event of a termination of this Agreement, Licensee shall pay to TMC, as liquidated damages, and not as a penalty: the average monthly Licensing Fee payments (calculated in accordance with paragraph 6) payable by Licensee hereunder for the 12 months preceding the termination (during which time Licensee was in good standing under this Agreement), or for a shorter period commencing with the Effective Date of this Agreement if this Agreement is terminated in the first 12 months of the Term, multiplied by the lesser of (i) 48 or (ii) the remaining number of months under the Term of this Agreement, as measured from the time of termination to the date the Term would have ended but for the earlier termination.

If Circle K-branded motor fuel was never offered for sale at the Premises and therefore there is no history of Licensing Fee payments, the liquidated damages will be calculated based on an average monthly payment figure of $500.

The provisions of this paragraph 9(f) shall not affect any other rights and remedies TMC may have under this Agreement and under applicable law, including, but not limited to, the Petroleum Marketing Practices Act, 15 U.S.C.

Section 2801 et seq. and the Uniform Commercial Code.

Purchaser and Seller acknowledge that the amount of such losses is, and will be, difficult to determine.

Therefore, Purchaser agrees that in the event of a termination of this Agreement Purchaser shall pay unto Seller, as liquidated damages, and not as a penalty, the greater of: (i) three and one-half cents ($0.035) per gallon multiplied by the minimum monthly volume in gasoline and diesel gallons set forth in paragraph 3 above and the applicable Commodity Schedule(s) attached hereto multiplied by the lesser of: a) 48 months or b) the number of months remaining under the Term of this Agreement, or (ii) three and one-half cents ($0.035) per gallon multiplied by the average monthly volume in gasoline and diesel gallons actually purchased by Purchaser (calculated for the period starting on the date of commencement of the Term and continuing until the date of termination or repudiation, as the case may be) multiplied by the lesser of: a) 48 months or b) the number of months remaining under the Term of this Agreement.

The provisions of this Section 21 do not apply if the Agreement expires at the end of its initial Term or is terminated due to (i) Purchaser's (or if Purchaser is an entity, Purchaser's principal equity holder's) death; (ii) Purchaser's (or if Purchaser is an entity, Purchaser principal equity holder's) incapacity for at least 90 consecutive days, in either case which event results in Purchaser's (or if Purchaser is an entity, Purchaser's principal equity holder's) inability to personally operate the business hereunder; (iii) condemnation or other taking, in whole or in part, of the Franchised Location due to eminent domain; (iv) destruction of all or a substantial part of the Franchised Location through no fault of Purchaser; or (v) a determination made by Seller in good faith and in the normal course of business to withdraw from marketing in the geographical area

Beginning on the

Termination Date of this Agreement, Franchisee shall immediately:

(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.

Source: Item 23 — RECEIPTS (FDD pages 100–359)