Must an Apricot Lane franchisee comply with all provisions of the franchise agreement to be eligible for renewal?

ist or have been fulfilled, it being understood that failing to fulfill any one of these conditions either by the

expiration of this Agreement or by the deadline imposed below, if earlier, is grounds for denying renewal of the franchise:

• 1. FRANCHISEE has, during the entire term of this Agreement, and any subsequent renewals, complied with all provisions of the applicable franchise agreement and all other agreements with FRANCHISOR and/or its affiliates;
• 1. FRANCHISEE has given notice of renewal to FRANCHISOR at least nine (9) months, but no sooner than twelve (12) months prior to expiration of initial term of this Agreement;
• 1. FRANCHISEE maintains possession of the Premises by timely exercising any renewal option in the manner and by the date required under the lease, or if there is no renewal option under the lease, by entering into a new lease with the lessor for the Premises that shall include the lease clauses required under Section 4.C of this Agreement. If there is no renewal option and FRANCHISEE cannot through reasonable efforts secure the right to maintain possession of the Premises under a new lease, or if FRANCHISOR notifies FRANCHISEE no later than twelve (12) months before expiration of the term that in its judgment the Franchised Business should be relocated, FRANCHISEE must secure substitute premises approved by FRANCHISOR, in its sole discretion, under a lease that includes the lease clauses required under Section 4.C of this Agreement. It is fully understood by FRANCHISEE that FRANCHISEE is solely responsible for timely commencing and sustaining efforts needed to either maintain possession of the Premises or to secure substitute premises before expiration of the term and that FRANCHISEE must keep FRANCHISOR fully and timely informed of all such matters;
• 1. FRANCHISEE, at the time of giving its notice of renewal of the franchise, also presents evidence satisfactory to FRANCHISOR that FRANCHISEE has exercised the renewal option under the lease for the Premises or has otherwise secured the right to remain in possession of the Premises for the duration of any renewal term; or if at the time for giving such notice, FRANCHISEE has no renewal option or cannot yet exercise it under the terms of the lease or has otherwise not secured the right to remain in possession of the Premises during the renewal term, FRANCHISEE provides full disclosure to FRANCHISOR concerning FRANCHISEE's plans regarding maintaining possession of the Premises or securing substitute Premises and provides copies to FRANCHISOR of all communications and notices given to or received from landlords in relation to the above, as well as any and all communications with any other parties regarding the Premises and/or the lease, and continues to keep the FRANCHISOR timely apprised of the status of the lease and/or Premises.
• 1. Before expiration of the term, FRANCHISEE has secured the right to remain in possession of the Premises during the renewal term or has secured substitute Premises as provided above for the renewal term and has brought the Franchised Business and the Premises into full compliance with the specifications and standards then applicable for new or renewing Specialty Stores and has furnished, stocked and equipped the existing or substitute Premises so as to bring the Franchised Business into full compliance with the then-current specifications and standards within ninety (90) days from the expiration date of this Agreement;
• 1. FRANCHISEE pays all amounts owed to FRANCHISOR and its affiliates prior to expiration of the term;

• 1. FRANCHISEE is not in default under this Agreement or any other agreement between FRANCHISOR and FRANCHISEE or between any affiliate, if any, of FRANCHISOR, at the time FRANCHISEE gives that notice and also at the time the renewal is to take effect, it being understood that the giving of a notice to renew or FRANCHISOR's acceptance thereof will not impair FRANCHISOR's rights to terminate this Agreement as otherwise provided herein;
• 1. FRANCHISEE executes FRANCHISOR's then-current form of Franchise Agreement (with appropriate modifications to reflect the fact that the agreement relates to the grant of a renewal franchise), which agreement shall become effective on commencement of the renewal term and supersede in all respects this Agreement, and the terms of which may differ from the terms of this Agreement, including, without limitation, a different percentage Royalty, advertising contribution or other fees; provided, however, FRANCHISEE shall not be required to pay the thencurrent initial franchise fee or its equivalent. The form of Franchise Agreement that will be used for the renewal term will be given to FRANCHISEE at least ninety (90) days before the renewal term is to begin. If FRANCHISOR is not offering new franchises at the time of renewal request, FRANCHISOR reserves the right to choose the form of franchise agreement that will be required for the renewal period. FRANCHISEE agrees to sign the Franchise Agreement offered by FRANCHISOR at least sixty (60) days before the current franchise term expires. If the Agreement is not signed by that deadline, the franchise will automatically expire at the end of the term;
• 1. FRANCHISEE has complied with FRANCHISOR's then-current qualification and training requirements before the expiration of the term. As a condition of approving the renewal of the expiring franchise term, FRANCHISOR may require FRANCHISEE to attend a training course that it specifies to ensure that FRANCHISEE is up to date on all store operations, training procedures and policies. There will be no additional charge for this training, however FRANCHISEE will be responsible for all expenses related to travel, lodging and other living costs while attending the training course;

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