Besides the Release, what else must be satisfied to have an Apricot Lane franchise renewed or transferred?

a controlling interest in the Franchised Business or the FRANCHISEE (a controlling interest being the largest ownership interest even if not a majority interest), or is one of a series of transfers which in the aggregate constitute or will effect such a transfer or a change in the controlling interest, all of the following conditions must be met prior to, or concurrently with, the effective date of the transfer:

• 1. FRANCHISOR must have declined its right of first refusal under Section 20.F below;
• 1. The transferee must have sufficient business experience, aptitude and financial resources to operate the Franchised Business in the judgment of FRANCHISOR;
• 1. FRANCHISEE must pay all amounts owed to FRANCHISOR or to any of its affiliates, which are then owed and unpaid;
• 1. The transferee and its proposed managers must complete FRANCHISOR's training program to FRANCHISOR's satisfaction;
• 1. The transferee must, at FRANCHISOR's election, either assume this Agreement in writing or execute FRANCHISOR's then-current standard franchise agreement (which may provide for higher fees, expenditures, duration, and different rights and obligations than are provided in this Agreement), provided, however, that the term thereof shall not be greater than the remaining term of this Agreement;
• 1. FRANCHISEE or the transferee must pay FRANCHISOR a transfer fee of Thirty Thousand Dollars ($30,000);
• 1. FRANCHISEE and its owners must execute a general release, in form satisfactory to FRANCHISOR, of any and all claims, whether known or unknown, against FRANCHISOR, any affiliates of FRANCHISOR and their respective shareholders, officers, directors, employees, agents, successors and assigns;
• 1. FRANCHISOR must approve the material terms and conditions of the transfer, including, without limitation, that the price and terms of payment are not so burdensome as to affect adversely the operation of the Franchised Business by the transferee, which approval shall not be unreasonably withheld;

• 1. If any part of the sale price of the transferred interest is financed, the transferor must agree that all obligations of the transferee under or pursuant to any promissory note, agreements or security interests reserved by the transferor in the assets of the Franchised Business or the Premises shall be subordinate to the obligations of the transferee to pay fees, and other amounts due to FRANCHISOR and its affiliates; and
• 1. The transferor and FRANCHISEE must execute a noncompetition covenant in favor of FRANCHISOR and the transferee in a form satisfactory to FRANCHISOR.

D. Death or Incapacity

Within six (6) months after the death or permanent incapacity of FRANCHISEE, (or if FRANCHISEE is not an individual, the death or incapacity of any owner of a fifty percent (50%) interest or controlling interest in FRANCHISEE or the Franchised Business or of the owner or general partner with the principal responsibility for the operation and management of the Franchised Business) the interest of the decedent or incapacitated FRANCHISEE or owner must be transferred to a new owner subject to satisfaction of all conditions provided in Section 20.C provided that FRANCHISOR shall permit the heirs, personal representative, executor or conservator to continue operating the Franchised Business subject to compliance with all terms and conditions of this Agreement during that six (6) month period. If the spouse, children, heirs or beneficiaries of the dead or incapacitated individual wish to assume the interest of that individual, they may apply to do so, but a transfer to any such individual must satisfy all of the conditions of Section 20.C above except that FRANCHISOR will not charge the transfer fee.

Source: Item 23 — RECEIPTS (FDD pages 51–222)