What constitutes a failure to comply with the Apricot Lane franchise agreement that could lead to termination?

This Agreement shall terminate without further action by FRANCHISOR or notice to FRANCHISEE if FRANCHISEE:

• 1. Fails or refuses to pay any amounts due FRANCHISOR or FRANCHISOR's affiliate(s) or agents or otherwise under this Agreement or fails or refuses to pay any amounts due on any account or contract of FRANCHISEE that has been guaranteed by FRANCHISOR and does not correct such failure or refusal within ten (10) business days after written notice of such failure is delivered to FRANCHISEE;
• 1. Fails or refuses to comply with any other provision of this Agreement or of any other Agreement with FRANCHISOR or its affiliate(s), or any mandatory specification, standard or operating procedure prescribed in the Confidential Operations Manual or otherwise in writing, and does not correct such failure within thirty (30) days (or such additional period of time necessary to effect cure not to exceed sixty (60) days and only if FRANCHISEE provides proof acceptable to FRANCHISOR that it has made all reasonable efforts to correct such failure and will continue to make all reasonable efforts to cure until a cure is effected);

Understates Gross Revenues two (2) or more times during the term of this Agreement or by more than two percent (2%) on any one occasion;

Becomes insolvent or makes a general assignment for the benefit of creditors, or if a petition in bankruptcy is filed by FRANCHISEE or such a petition is filed against and consented to by FRANCHISEE, or if FRANCHISEE is adjudicated bankrupt, or if a bill in equity or other proceeding for the appointment of a receiver of FRANCHISEE or other custodian by FRANCHISEE, or if a receiver or other custodian (permanent or temporary) of FRANCHISEE's assets or property, or any part thereof, is appointed by any court of competent jurisdiction, or if proceedings for a composition with creditors under any state or federal law should be instituted by or against FRANCHISEE, or if a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless superseded as bond is filed), or if execution is levied against the Franchised Business or assets used therein, or suit to foreclose any lien or mortgage against the Premises or equipment is instituted against FRANCHISEE and not dismissed within thirty (30) days, or if the real or personal property of FRANCHISEE's Franchised Business shall be sold after levy thereupon by any sheriff, marshal, or constable;

Materially misuses or makes an unauthorized use of any Marks or commits any act which may reasonably be expected to impair the goodwill associated with any Marks;

Fails on two (2) or more separate occasions within any twelve (12) month period to comply with any material term or terms of this Agreement, whether or not such failures to comply are corrected after notice thereof is delivered to FRANCHISEE;

Operates the Franchised Business in a manner that presents a health or safety hazard to its customers or the public;

Any failure to comply with this Section 11L (including any failure to comply with the mandatory provisions of the Confidential Operations Manual applicable to the E-Commerce Platform) by Franchisee confers on Franchisor all rights and remedies under this Agreement and applicable law, including the right to permanently terminate this Agreement under Section 18, as well as the right to terminate Franchisee's right to use the E-Commerce Platform under this Section 11L (without affecting any other rights of Franchisee under this Agreement). Any termination of Franchisee's rights under this Section 11L shall be effective on notice thereof after notice of breach (with opportunity to cure) and Franchisee's failure to cure within ten (10) days thereafter.

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