What constitutes substantial compliance with the material provisions of the Monicals Pizza franchise agreement for successor term eligibility?

• 4.2.1 Franchisee has, during the entire term, substantially complied with all material provisions of this Agreement;

• 4.2.2 Franchisee has access to and, for the duration of the successor franchise, the right to remain in possession of the Approved Location, or a suitable substitute location approved by Franchisor, that is in full compliance with Franchisor's then-current specifications and standards;

• 4.2.3 Franchisee has, at its expense, made such capital expenditures as were necessary to maintain uniformity with any Franchisor-required System modifications such that the Franchised Restaurant reflects Franchisor's then-current standards and specifications;

• 4.2.4 Franchisee has satisfied all monetary obligations owed by Franchisee to Franchisor (or any Affiliate), and has timely met these obligations throughout the term of this Agreement;

• 4.2.5 Franchisee is not in default of any provision of this Agreement or any other agreement between Franchisee and Franchisor;

• 4.2.6 Franchisee has given written notice of its intent to operate a successor franchise to Franchisor not less than nine (9) months nor more than twelve (12) months prior to the end of the term of this Agreement;

• 4.2.7 Franchisee has executed Franchisor's then-current form of franchise agreement (or has executed other documents at Franchisor's election that modify this Agreement to reflect the fact that the Franchise Agreement relates to the grant of a successor franchise), which franchise agreement shall supersede this Agreement in all respects, and the terms of which may differ from the terms of this Agreement by requiring, among other things, a different percentage Royalty Fee or Marketing Fund Contribution; provided, however, that Franchisee shall not be required to pay the then-current Franchise Fee, provided Franchisee remains in the Approved Location;

• 4.2.8 Franchisee has complied with Franchisor's then-current qualifications for a new franchisee and has agreed in writing to comply with any training requirements Franchisor may determine necessary; and

• 4.2.9 Franchisee has executed a general release, in a form satisfactory to Franchisor and substantially similar to the General Release attached as Exhibit 1 ("General Release"), releasing any and all claims against Franchisor, any Affiliate and their officers, directors, shareholders, managers, members, partners, owners and employees.

Source: Item 23 — RECEIPTS (FDD pages 46–257)