Under what circumstances will the total principal of the Conversion/Improvement Amount plus accrued interest become due in full for a Circle K franchise?

(c) Notwithstanding anything to the contrary contained herein, in the event (i) Purchaser fails to comply with any provision of this Agreement, the Motor Fuel Agreement, or any related agreement, note, contract, or instrument between the parties or in favor of Seller; (ii) the Purchaser discontinues actively marketing motor fuel at the Premises; (iii) Purchaser begins selling motor fuel at the Premises under trade names or trademarks or other brand identification other than those permissible under the Motor Fuel Agreement; (iv) Purchaser fails to comply with the image, appearance, or operational standards at the Premises set forth by Seller, including the Image Standards, which standards may from time to time be amended or modified; (v) there ceases to be a Motor Fuel Agreement in effect between Seller and Purchaser for any reason whatsoever including, without limitation, by mutual consent; (vi) Purchaser assigns or transfers its rights or interests, or any portion thereof, in this Agreement, the Motor Fuel Agreement, Purchaser's ownership interest in or Purchaser's lease of the Premises; (vii) if the Premises is debranded for any reason whatsoever; (viii) any representation, statement or warranty made by Purchaser to Seller in this Agreement or in connection with negotiations related to this Agreement, or in any certificate, financial statement or document delivered pursuant to this Agreement proves to be incorrect, untrue or misleading in any material respect when made or deemed made; (ix) Purchaser becomes insolvent, or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or applies for or is subject to the appointment of a receiver or trustee for it or a substantial part of its property or business, or initiates bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law, or any such proceedings are initiated against Purchaser; or (x) any order, judgment or decree is entered against Purchaser decreeing its dissolution, or Purchaser's existence is otherwise terminated (any such aforementioned event is hereinafter referred to as an

"Acceleration Event"), then on the date of the occurrence of an Acceleration Event ("Acceleration Date"), the parties' respective rights and obligations with respect to forgiveness of the principal balance of the Conversion/Improvement Amount and interest accrued thereon shall automatically cease as of the Acceleration Date. Further, upon the occurrence of an Acceleration Event, the total principal of the Conversion/Improvement Amount as of the Disbursement Date and all accrued interest as of the Acceleration Date, less the Total Forgiven Amount as of the Acceleration Date ("Total Unforgiven Repayment"), shall become immediately due and payable to Seller.

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