Under what circumstances can the Body20 agreement be terminated, and where can I find information about the events of default?

t expires at midnight on the earlier of (i) the last Opening Deadline date listed on the Development Schedule, or (ii) the opening of the last Studio to be developed pursuant to the Development Schedule (the "Expiration Date"). Upon the expiration or termination of this Agreement, we and our Affiliates have the right, without any restrictions whatsoever, to: (a) develop and operate, and license third parties to develop and operate, Studios having their physical locations within the Development Area, subject only to your (or an Affiliated Entity's) rights within a Territory under a Franchise Agreement with us then in effect; and (b) continue to engage in any other activities that we (and our Affiliates) desire within and throughout the Development Area.

6. Termination.

• 6.1 Events of Default. Any one or more of the following constitutes an "Event of Default" under this Agreement:
  • (a) You (or your Affiliated Entities) fail to execute the applicable number of required Franchise Agreements by any Signing Deadline specified in the Development Schedule;
  • (b) You (or your Affiliated Entities) fail to have open and operating the applicable number of required Studios specified in the Development Schedule by any Opening Deadline specified in the Development Schedule;
  • (c) You, your Owners, or your Affiliates breach or commit a default under any Franchise Agreement or other agreement executed with us or our Affiliates (a "Related Agreement") and we or our Affiliates (i) terminate such Related Agreement or (ii) have the right to terminate such Related Agreement, even if we do not exercise such termination right; or
  • (d) You, your Owners, or your Affiliates breach or otherwise fail to comply fully with any other provision contained in this Agreement, including Section 8 (Noncompete Covenants).

6.2 Our Remedies.

• (a) Termination. If any Event of Default occurs under Section 6.1, we may, at our sole election, declare this Agreement and any and all other rights granted to you, and restrictions imposed on us, under this Agreement to be immediately terminated and of no further force or effect. Upon termination of this Agreement for any other reason whatsoever, we will retain the Development Fee and you will not be relieved of any of your obligations, debts, or liabilities hereunder, including, without limitation, any debts, obligations, or liabilities which have accrued prior to such termination. Your failure to open and thereafter operate Studios in accordance with the Development Schedule will not, in itself, constitute cause for us to terminate any previously-executed Franchise Agreement.
• (b) Other Remedies. If any Event of Default occurs under Section 6.1, in lieu of termination, we may at our option, and in our discretion, unilaterally modify the Development Area and/or modify the Development Schedule to decrease the number of

Studios required to be developed under this Agreement by written notice to you, and such modification shall be effective immediately upon receipt of such written notice from us to you. If we reduce your Development Area or your Development Schedule due to an Event of Default, we will not be obligated to refund any portion of the Development Fee to you.

7. Transfers.

7.1 Transfers by You. This Agreement and the rights granted to you under this Agreement are personal to you. Neither this Agreement, nor any of the rights granted to you hereunder, nor any controlling equity interest in you may be voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise, assigned or otherwise transferred, given away, or encumbered by you without our prior written approval, which we may grant or withhold for any or no reason.

Source: Item 23 — RECEIPT (FDD pages 74–251)