ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

FINANCE AGREEMENT NO
DEBTOR
ABC,INC.
123 LANE
SCOITSDALE, AZ 85260
1. The words "you" and "yoW''' refer to the Debtor, its permitted
successors and assigns. The words "we" "us" and "our" refer to the
Lender and Secured Party ("Secured Party") its successors and
assigns. Subject to the terms of this Agreement and any schedules or
exhibits hereto, we agree to make a Joan to you as described in the
Payment Schedule. This Agreement and your obligations hereunder
will be effective as of the date the Agreement is accepted and signed
by us (Effective Date).
2. As Debtor, you promise to repay the amount loaned hereunder
according to the terms of this Agreement in the amounts and at the
times set forth in the Payment Schedule commencing on the Effective
Date and continuing as set forth therein without need of an invoice.
In the event of any conflict between the language of this Agreement
and the Payment Schedule, the language of the Payment Schedule
shall prevail.
3. Your obligation to make payments and pay other amounts
due under this Agreement is absolute, unconditional,
non-cancelable, and not subject to abatement, reduction or
set-off for any reason whatsoever. This is solely a financing
agreement and you selected the property to be financed, if any,
and your supplier. You acknowledge that no agent of your
supplier or any intermediary is our ageut and that we have not
and will not make any representation or warranty with respect
to the merchantability, suitability, environmental compliance or
value of such property, nor with respect to tbe delivery date of
the property relative to the Effective Date hereof. There are no
otber written or oral agreements between the parties hereto.
4. You may prepay this Agreement only in full (partial pre--payments
are not permitted), provided you are not in defauft hereunder or under
any other obligations to us, by paying all amounts due or to become
due, discounted to present value at a discount rate as determined by
us at our sole discretion.
S. You hereby represent and warrant to us that the information you
provided for the underwriting of this loan was full, true and correct in
all respects and the loan contemplated herein is for business or
commercial purposes, will not be used to purchase real estate or an
interest therein, and is not for personal, family, household or
agricultural purposes.
6. You hereby grant us a lien upon and security interest under the
Uniform Commercial Code. ("UCC") in the property set forth in
Schedule A ("Collateral") including any and all property purchased
with the proceeds of this loan and all accessions, additions, and
replacements thereto. You represent that: (a) you are the owner of the
Collateral and will continue to be the owner of the Collateral
hereafter acquired, free of all security interests, liens and
encumbrances other than the security interest in favor of us and any
existing liens we permitted by accepting this Agreement; (b) on your
behalf,' the signatory has fuIl power and authority to execute this
Agreement and to subject the Collateral to the security interest
created hereby; (c) all Collateral is located at the address shown on
Schedule A and may not be moved without our prior written consent;
(d) Y01.\ agree to: (i) keep all tangible Collateral in good condition and
repair; . (ii) give us at least thirty (30) days prior written notice of a
change in the Debtor's name or ownership or of any material change
to the Collateral; (iii) not permit any CoIlateral to be used or kept for
any unlawful purpose or in violation of any federal, state or loca1law;
(iv) pay and perform all the obligations according to their terms; (v)
permit us access to the Collateral at all reasonable times; and (vi) be
liable for any expenditures we make to maintain and preserve the
Collateral or our rights thereto, including without limitation, taxes,
levies, inswance, repairs, attorney's and accountant's fees and
expenses, and for the collection, repossession, holding, preparation,
and sale or other disposition of the Collateral. If you are a
Franchisee (Borrower), you further authorize us to share
information regarding this Agreement, including payment history,
with your Franchisor andlor Landlord.
LENDER AND SECURED PARTY DEBTOR'S
AMERIFUND, INC.
INITIALS:
9019 E. BAHIA DRIVE, SUITE 100
SCOITSDALE, AZ 85260
7. You agree, if applicable, to keep the Collateral insW'ed against loss,
damage and destruction, providing "special form" insurance coverage,
including theft ("Property Insurance") in an amount equal to its
replacement cost with such companies, and in such form, amounts and
coverages as are acceptable to us. We may on reasonable notice require
you in writing to change such form, amount, coverages or company.
Such insurance must name us or our assignee as loss payee on a 'Lender's
Loss Payable' endorsement (ISO form SP 1203 or CP 12 18 or their
equivalent), and must include provision for thirty (30) days prior written
notice to us of cancellation. You agree to provide us with written
evidence of Property Insurance (using ACORD 28 or its equivalent)
("Evidence") no later than thirty (30) days from the commencement of
this Agreement and within thirty (30) days of any subsequent request from
us. In the event you do not provide us with satisfactory written Evidence
of Property lnsW'ance as descnoed above, or if such Insurance terminates
for any reason without reinstatement, you agree that we shall have the
right to charge you an administrative fee, which you agree to pay to us,
equaJ to five (5) percent of each of your monthly payments which does not
provide insurance nor relieve you of any responsibility to make all
payments in the event of an uninsured loss. We agree to discontinue
billing Insurance Charge upon receipt of satisfactory written Evidence' of
Property Insurance. You bereby assign to us, as additional securitY for the
payment of the amounts due hereunder, any and all proceeds and all other
rights you have under all policies of insurance or Substitute Insurance
covering the Collateral, and you hereby direct the issuer of any such
policy to pay directly to us any such monies. If you receive such monies,
you agree to hold them in trust for oW' benefit.
8. YoW' execution, delivery, and performance of this Agreement and any
related documents and the grant of the security interest in the Collateral to
us, are not in contravention oflaw or the terms of your organizational and
governing documents, or any contract or agreement to which you are a
party. This Agreement constitutes your legal, authorized, valid, and
binding obligation, enforceable in accordance with its terms. There are no
actions, proceedings, or investigations pending or threatened against you,
and there are no judgments, federal or state tax liens or other lienS,
security interests or encumbrances against you, or your assets except as'
disclosed herein.
9. If you at any time fail to perform or observe any agreement herein, we,
in your name and on your behalf or, at our option in our own name, may
perform or observe such agreement and take any action, which we may
deem necessary or desirable to cure or correct such failure. You
irrevocably authorize US and grant us a limited power of attorney in your
name and on your behalf, or, at our option, in our own name, to take any
action we deem necessary to establish, perfect, protect or enforce our
security interest in and to the Collateral.
10. Any of the following will constitute an event of default hereunder; (a)
you fail to pay us any amount when due; (b) you or any guarantor hereto
breaches any warranty or fails to perform any other material covenants,
promises or obligations under this Agreement, or any other agreement
entered into by you or any guarantor and held or serviced by us; (c) the
existence of the Debtor is terminated or any actions regarding the
cessation or winding up of your business affairs are taken; (d) you default
under any lease or mortgage applicable to the real estate where the
Collateral is located; (e) you assign this Agreement or its Collateral
without oW' prior written consent; (f) you fail to notifY us thirty (30) days
in advance of your intent to transfer a material portion of yoW' assets, or
the effective control of the Debtor; (g) information you provided for the
underwriting of this loan proves to be less than full, true and correct; (h)
you change your name, state of incorporation, or chief executive office,
without thirty (30) days written notice to us; (i) if there is any material
deterioration,impairment, decline in value, or material adverse change
in the assets or conditions of you or of any guarantor or any part of the
Collateral; or (j) you attempt to terminate our financing statement.
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