Under the Ben Jerrys agreement, what constitutes a default by the DEVELOPER?

JERRY'S in the form prescribed by BEN & JERRY'S, true and complete copies of the following reports, financial statements and other data:

• 5.2.1 Within ninety (90) days after the end of each fiscal year of DEVELOPER, financial statements prepared and reviewed by an independent certified public accountant, showing the results of operations, including the balance sheet, income statement, and statement of cash flow prepared in accordance with generally accepted accounting principles recognized in the United States as consistently applied ("Generally Accepted Accounting Principals" or "GAAP") (and, for each, the supporting notes) for DEVELOPER;
• 5.2.2 Within ninety (90) days after the end of each quarter of DEVELOPER'S fiscal year, financial statements including balance sheets and income statements for such owners of DEVELOPER as specified by BEN & JERRY'S;
• 5.2.3 Within thirty (30) days after their filing, DEVELOPER'S federal tax return for each year during the term of this Agreement; and
• 5.2.4 Such other forms, reports, records, information, and data as BEN & JERRY'S may reasonably designate.

6. DEFAULT AND TERMINATION

6.1 DEVELOPER shall be deemed to be in default under this Agreement, and all rights granted to DEVELOPER herein shall automatically terminate without notice to DEVELOPER, if DEVELOPER shall become insolvent or make a general assignment for the benefit of creditors; if a petition in bankruptcy is filed by DEVELOPER or such a petition is filed against and not opposed by DEVELOPER; if DEVELOPER is adjudicated as bankrupt or insolvent; if a bill in equity or other proceeding for the appointment of a receiver of DEVELOPER or other custodian for DEVELOPER'S business or assets is filed and consented to by DEVELOPER; if a receiver or other custodian (permanent or temporary) of DEVELOPER'S assets or property, or any part of the Development Agreement, is appointed by any court of competent jurisdiction; if proceedings for a composition with creditors under any state or federal law should be instituted by or against DEVELOPER; if a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); if DEVELOPER is dissolved; if execution is levied against DEVELOPER'S business or property; if suit to foreclose any lien or mortgage against any asset of DEVELOPER or DEVELOPER'S Scoop Shops is instituted against DEVELOPER and not dismissed within thirty (30) days; or if any asset of

DEVELOPER or of DEVELOPER'S Scoop Shops shall be sold after levy thereupon by any sheriff, marshal, or constable.

• 6.2 Upon the occurrence of any of the following events of default or upon any breach of any of the covenants listed in Section 8 of this Agreement, BEN & JERRY'S may, at its option, terminate this Agreement and all rights granted hereunder, without affording DEVELOPER any opportunity to cure the default, effective immediately upon the provision of notice to DEVELOPER (in the manner provided under Section 9 of this Agreement):
• 6.2.1 If the Franchise Agreement for any Scoop Shop operated by DEVELOPER (or a person or entity affiliated with DEVELOPER) is terminated; and
• 6.2.2 If DEVELOPER or any of its owners of a beneficial interest in DEVELOPER commits, is convicted of, pleads guilty or "nolo contendere" to a felony, a crime involving moral turpitude, or any other act, crime, or offense that BEN & JERRY'S believes is injurious to the System, the Proprietary Marks, the Products, the goodwill associated therewith.
• 6.3 Except as otherwise provided in Sections 6.1 and 6.2, above, if DEVELOPER fails to comply with any material term and condition of this Agreement, or fails to comply with the terms and conditions of any Franchise Agreement or development agreement between DEVELOPER (or a person or entity affiliated with or controlled by DEVELOPER) and BEN & JERRY'S, such action shall constitute a default under this Agreement. Upon the occurrence of any such default, BEN & JERRY'S may terminate this Agreement by giving written notice of termination, stating the nature of such default to DEVELOPER at least thirty (30) days prior to the effective date of termination; provided, however, that DEVELOPER may avoid termination by immediately initiating a remedy to cure such default, curing it to BEN & JERRY'S satisfaction, and by promptly providing proof thereof to BEN & JERRY'S within the thirty (30) day period. If any such default is not cured within the specified time, or such longer period as applicable law may require, this Agreement and all rights granted hereunder (including the right to develop new Scoop Shops) will terminate without further notice to DEVELOPER effective immediately upon the expiration of the thirty (30) day period or such longer period as applicable law may require.

Source: Item 23 — RECEIPTS (FDD pages 134–358)