What are the conditions for transferring a Petro Stopping Center franchise?

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• (iv) transfer of an interest in you, this Agreement, the Petro Center, your Lease or the Operating Assets in a divorce, insolvency or corporate or partnership dissolution proceeding or otherwise by operation of law;
• (v) transfer of an interest in you, this Agreement, the Petro Center, your Lease or the Operating Assets, in the event of your death or the death of one of your Owners, by will, declaration of or transfer in trust or under the laws of intestate succession; or
• (vi) pledge of this Agreement (to someone other than us) or of an ownership interest in you as security, foreclosure upon the Petro Center, or the Operating Assets, including your transfer, surrender or loss of possession, control or management of the Lease or your Petro Center.

16.3 Conditions to Transfer. Prior to the time of any transfer consented to by us:

• (a) you (and your Owners) must be in compliance with this Agreement;
• (b) the transferee and its owners must be of good moral character and reputation, as determined in our reasonable judgment;
• (c) the transferee and its owners must have sufficient business experience, aptitude and financial resources to operate the Petro Center and must otherwise meet our then applicable standards for Petro Center franchisees;
• (d) you must have paid all amounts due us and have submitted all required reports and statements, and made payments to all Approved Suppliers and Preferred Vendors or made arrangements to do so satisfactory to us and them;
• (e) the transferee (or its owners) must have agreed to complete our standard training program regarding the Petro System and Petro System Standards, at their expense;
• (f) the transferee must have agreed to be bound by all of the terms and conditions of this Agreement;
• (g) the transferee must have entered into our then-current form of franchise agreement and such other then-current ancillary agreements as we may require. The thencurrent form of franchise agreement may have significantly different provisions including a higher royalty fee and advertising contribution than that contained in this Agreement. The then-current form of franchise agreement will expire on the expiration date of this Agreement and will contain the same renewal rights, if any, as are available to you;
• (h) the transferee must have agreed at its sole cost and expense to upgrade the Petro Center to conform to our then-current standards and specifications within the time frame we require;
• (i) you or the transferee must have paid to us a transfer fee of Forty-Five Thousand Dollars ($45,000) to defray expenses we incur in connection with the transfer, including but not limited to, our third party expenses, and the costs of training the transferee (or its Managing Owner) in the Petro System and Petro System Standards. If the transfer is proposed prior to the first anniversary of the Opening Date, then the transfer fee shall be One Hundred Thirty Thousand Dollars ($130,000). If the proposed transfer is among your Owners, the transfer fee shall be Ten Thousand Dollars ($10,000);
• (j) you (and your transferring Owners) must sign a general release, in form satisfactory to us, of any and all claims against us, our Affiliates, and our shareholders, officers, directors, employees and agents;
• (k) we must review the material terms and conditions of such transfer and determine that the price and terms of payment will not adversely affect the transferee's operation of the Petro Center;
• (l) if you or your Owners finance any part of the sale price of the transferred interest, you and/or your Owners must agree that all of the transferee's obligations pursuant to any promissory notes, agreements or security interests that you or your Owners have reserved in the Petro Center are subordinate to the transferee's obligation to pay Royalties, Monthly Advertising Fees and other amounts due to us and otherwise to comply with this Agreement;
• (m) if the transfer relates solely to conveying the real estate underlying the Site to a third party lessor, the lessor must execute a Lease Assignment and the parties must otherwise comply with the requirements set forth in Section 4.3;
• (n) you and your transferring Owners (and your and your Owners' spouses) must sign a non-competition covenant in favor of us agreeing to be bound, commencing on the effective date of the transfer, by the restrictions contained in this Agreement; and
• (o) you and your transferring Owners must agree that you and they will not directly or indirectly at any time or in any manner (except with respect to other Petro Centers you own and operate) identify yourself or themselves or any business as a current or former Petro Center, or as one of our licensees or franchisees, use any Mark, any colorable imitation of a Mark, or other indicia of a Petro Center in any manner or for any purpose or utilize for any purpose any trade name, trade or service mark or other commercial symbol that suggests or indicates a connection or association with us.

Depending on the nature of the transfer, we may choose, in our sole discretion, to waive certain of the foregoing conditions to the extent we deem them inapplicable to the transfer.

• 16.4 Transfer Upon Death or Disability. Upon your death or disability or, if you are a Business Entity, the death or disability of the Managing Owner, or the Owner of a controlling interest in you, we may require you (or such Owner's executor, administrator, conservator, guardian or other personal representative) to transfer your interest in this Agreement (or such Owner's interest in you) to a third party. Such disposition (including, without limitation, transfer by bequest or inheritance) must be completed within the time we designate, not less than 1 month but not more than 6 months from the date of death or disability. Such disposition will be subject to all of the terms and conditions applicable to transfers contained in this Section. A failure to transfer your interest in this Agreement or the Ownership Interest in you within this period of time constitutes a breach of this Agreement. For purposes of this Agreement, the term "disability" means a mental or physical disability, impairment or condition that is reasonably expected to prevent or actually does prevent you, the Managing Owner, or an Owner of a controlling interest in you from managing and operating the Petro Center.
• 16.5 Operation Upon Death or Disability.

Source: Item 14 — Other investments (FDD pages 131–208)