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ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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3. you or any of your owners make an unauthorized Transfer under this Agreement;<br />

4. you or any of your owners is proven to have engaged in fraudulent conduct, or<br />

are convicted of, or plead guilty or no contest to a felony or a crime involving moral turpitude, or any<br />

other crime or offense that is reasonably likely to have an adverse effect on the System, the Marks or the<br />

goodwill associated therewith;<br />

5. you are given three (3) or more notices of being in material violation of any of<br />

the terms or requirements ofthis Agreement within any twelve (12) month period, whether or not such<br />

defaults are timely cured after notice;<br />

6. you misuse or make any unauthorized use of the Marks and do not cease such<br />

misuse or unauthorized use within twenty-four (24) hours' notice from us;<br />

7. you knowingly or intentionally maintain false books or records or submit any<br />

false record, statement or report to us; or<br />

8. you, by act or omission, materially impair the value of, or the goodwill associated<br />

with, any of the Marks or the System.<br />

B. With Notice and Failure to Cure. Except for those defaults provided for under<br />

Section 14.A above, you will be in default hereunder for any failure to maintain or comply with any of the<br />

terms, covenants, specifications, standards, procedures or requirements imposed by this Agreement or any<br />

other agreement you have with us or with any of our affiliates, or in any Manual, policy or procedure<br />

statement or other written document provided by us, or to carry out the terms of this Agreement in good<br />

faith. Before we terminate this Agreement as a result of such defaults, we will provide you with thirty<br />

(30) days written notice of your default. If the defaults specified in such notice are not cured within the<br />

thirty (30) day period (either by you or by any financial institution that has loaned money to you or to<br />

your business), we may terminate this Agreement upon the expiration of the thirty (30) day period<br />

without further notice. Such defaults will include, without limitation, the occurrence of any of the<br />

following events:<br />

1. you fail to construct, remodel, and commence operating your Anytime Fitness<br />

Center within one hundred eighty (180) days from the Effective Date of this Agreement;<br />

2. you fail, refuse, or neglect to promptly pay when due any monies owing to us,<br />

our Affiliates, to the Fund, to the Program, or to other creditors you have, or to submit the financial or<br />

other information required under this Agreement;<br />

3. a threat or danger to public health or safety results from the construction,<br />

maintenance, or operation of the Anytime Fitness Center;<br />

4. you sell non-approved products or services; or<br />

5. you, by act or omission in connection with the operation of your Anytime Fitness<br />

Center, permit a continuing violation of any applicable law, ordinance, rule, or regulation of a<br />

governmental body; provided, however, that if such act or omission damages the goodwill associated with<br />

the System or the Marks, we will have the right to terminate this Agreement if you do not cure such<br />

default within twenty-four (24) hours after notice from us.<br />

FA 12/09 18

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