ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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11. Location, Ownership and Use The Equipment shall, at all times, be the sole and exclusive property of Lessor. Lessee shall have no right or property interest therein, except for the right to use the Equipment in the normal operation of its business at the Location of Installation (as defined in the Equipment Schedule), or as otherwise provided herein. The Equipment is and shall remain personal property even if installed in or attached to real property. Lessor shall be permitted to display notice of its ownership on the Equipment by means of a suitable stencil, label or plaque affixed thereto. Lessee shall keep the Equipment at all times free and clear from all claims, levies, liens, encumbrances and process. Lessee shall give Lessor immediate notice of any such attempted or actual attachment or other judicial process affecting any of the Equipment. Lessee shall not pledge, lend, create a security interest in, sublet or part with possession of the Equipment or any part thereof, or attempt in any manner to dispose thereof, or remove the Equipment or any part thereof, from the Location of Installation as specified in the appropriate Equipment Schedule(s) without Lessor's written permission. Any special features installed on the Equipment at the time of delivery which are not specified on the Equipment Schedule(s) are and shall remain the sole property of the Lessor and it is agreed that such feature(s) may be removed at any time at Lessor's cost at the reasonable convenience of the Lessee. Lessee shall cause the Equipment to be operated in accordance with the applicable vendor's or manufacturer's manual of instructions by competent and qualified personnel. 12. Financing Statement Lessor is hereby authorized by Lessee to cause this Lease Agreement or other instruments, including Uniform Commercial Code Financing Statement, to be filed or recorded for the purposes of showing Lessor's interest in the Equipment. Lessee agrees to execute any such instruments as Lessor may request from time to time. 13. Alterations and Attachments Upon prior written notice to Lessor, Lessee may, at its own expense, make alternations in or add attachments to the Equipment; provided such alternation and attachments shall not interfere with the normal operation of the Equipment. All such alterations and attachments, unless Lessor shall otherwise agree in writing, shall be removed by Lessee at Lessee's expense and the Equipment restored to it original condition, reasonable wear and tear excepted, upon termination of the appropriate Equipment Schedule(s) annexed to this Lease Agreement. If the alteration or attachment interferes with the normal and satisfactory operation or maintenance of any of the Equipment, or creates a safety hazard, Lessee shall, upon notice from Lessor to that effect, promptly remove the alteration or attachment at Lessee's expense and restore the Equipment to its normal condition. 3 14. Loss and Damage Lessee shall assume and bear risk of loss and damage (including any governmental requisition, condemnation or confiscation) to the Equipment and all component parts thereof from any and every cause whatsoever, whether or not covered by insurance. No loss or damage to the Equipment or any component part thereof shall impair any obligation of Lessee under this Lease, which shall continue in full force and effect except as hereinafter expressly provided. Lessee shall repair or cause to be repaired all damage to the Equipment. In the event that all or part of the Equipment shall, as a result of any cause whatsoever, become lost, stolen, destroyed or rendered irreparably unusable or damaged, as determined by Lessee, then Lessee shall, within ten (10) days after it shall have made such determination, fully inform Lessor in regard thereto and shall pay to Lessor (1) the greater of (a) Lessor's then applicable Unrecovered Investment in said Equipment as of the next succeeding rental payment date or (b) the Insurable value of the Equipment as provided in Section 13 hereinbelow, and (2) all rentals and other sums past due or becoming due to and including such next succeeding rental payment date in respect of such Equipment. Upon payment of said amounts, the Equipment Schedule shall terminate as to said Equipment. For purposes of this Agreement, "Unrecovered Investment" shall mean those values which shall be assigned to an item or items of Equipment upon the disposition, loss, theft or destruction thereof, and shall be that value which, as of the date for its calculation and payment, will result (after provision for the recapture and payment of all applicable taxes) in no loss to the Lessor. 15. Insurance Commencing upon delivery of the Equipment to Lessee and continuing thereafter, until Lessee has delivered possession of the Equipment to Lessor or as otherwise herein provided, whether or not this Lease Agreement has terminated as to the Equipment, Lessee, at its expense, agrees to and shall keep the Equipment adequately insured with responsible insurers satisfactory to the Lessor, and said insurance shall protect all interests of Lessor and be for such risks including the liability of Lessor for public liability and property damage and be in such amounts as Lessor may require. Said insurance shall not be in excess over other coverage but shall be primary insurance up to and including the stated policy limits. Said insurance shall cover the interest of both the Lessor and Lessee in the Equipment, or as the case may be, shall protect both the Lessor and Lessee in respect to all risks arising out of the condition, delivery, installation, maintenance, use or operation of the Equipment. All such insurance shall provide for thirty (30) days prior written notice to Lessor of cancellation, restriction or reduction of coverage. Lessee hereby irrevocably appoints Lessor as Lessee's attorney-infact to make claim for, receive payment of and execute and endorse all documents, checks or drafts for loss or damage or return premium under any insurance policy issued on the Equipment. Prior to installation on the Equipment all policies or certificates of insurance shall be delivered to Lessor by Lessee. In no event shall loss or damage insurance on the Equipment be in an amount less than the greater of (1)
Lessor's corresponding Unrecovered Investment or (2) its then fair market value. The proceeds of said loss or damage insurance shall be payable to Lessor, but Lessor shall remit all such insurance proceeds to Lessee at such time as Lessee either (i) provides Lessor satisfactory proof that the damage has been repaired and the Equipment has been restored to good working order and condition or (ii) has paid to Lessor the amounts otherwise due to Lessor on loss of such Equipment. It is understood and agreed that any payments made by Lessee or its insurance carrier for loss or damage of any kind whatsoever to the Equipment are not made as accelerated rental payments or adjustments of rental, but are made solely as indemnity to Lessor for loss or damage of its Equipment. 16. Enforcement of Warranties Upon receipt of a written request from Lessee, Lessor shaH, so long as this Agreement is in force, take all reasonable action requested by Lessee to enforce the Equipment manufacturer's warranties, expressed or implied, issued on or applicable to the Equipment, which are enforceable by Lessor in its own name. Lessor shall obtain for Lessee all service furnished by manufacturer in connection therewith; provided, however, that Lessor shall not be required to commence any suit or action or resort to litigation to enforce any such warranty unless Lessee shall fIrst pay to Lessor in advance all expenses in connection therewith, including attorney's fees. If any such warranty shall be enforceable by Lessee in its own name, Lessee shall, upon receipt of written request from Lessor, so long as this Lease Agreement is in force, take all reasonable action requested by Lessor to enforce any such warranty which is enforceable by Lessee in its own name; provided, however, that Lessee shall not be obligated to commence any suit or action or resort to litigation to enforce any such warranty unless Lessor shall pay all expenses in connection therewith. 17. Warranties, Disclaimers and Indemnity Lessor warrants that at the time the Equipment is delivered to Lessee, Lessor will have full right, power and authority to lease the Equipment to Lessee. THE EXPRESS WARRANTIES HEREIN CONTAINED ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND OF <strong>FITNESS</strong> FOR ANY PARTICULAR PURPOSE. LESSEE ACKNOWLEDGES THAT IT IS NOT RELYING ON LESSOR'S SKILL OR JUDGMENT TO SELECT OR FURNISH GOODS SUITABLE FOR ANY PARTICULAR PURPOSE AND THAT THERE ARE NO WARRANTIES WHICH ARE NOT CONTAINED IN THIS AGREEMENT. LESSOR SHALL NOT BE LIABLE FOR DAMAGES, INCLUDING SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE EQUIPMENT OR ITS USE BY LESSEE, AND SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH LESSOR'S FAILURE TO PERFORM ITS 4 OBLIGATIONS HEREUNDER. NEITHER SUPPLIER NOR ANY AGENT OF SUPPLIER IS AN AGENT OF LESSOR OR IS AUTHORIZED TO WAIVE OR MODIFY ANY TERM OR CONDITION HEREOF. Lessee agrees that Lessor shall not be liable to Lessee for, and Lessee shall indemnify and hold Lessor harmless with respect to, any claim from a third party for any liability, claim, loss, damage or expense of any kind or nature caused, directly or indirectly, by: (1) the inadequacy of any Equipment for any purpose; (2) any defIciency or defect in any Equipment; (3) the use or performance of any Equipment; (4) any interruption or loss of service, use or performance of any Equipment; or (5) any loss of business or other special incidental or consequential damages whether or not resulting from any of the foregoing. 18. Software and Licensed Program Lessor and Lessee agree that any data processing programs (the "Software") made a part of the Lease Agreement are subject to the following: (1) Lessor disclaims all warranties and obligations in regard to the Software other than its obligation to pay the lump sum price of the Software to the Software vendor; (2) Lessee agrees that Lessor shall not be liable to Lessee for, and Lessee shall indemnify and hold Lessor harmless with respect to, any claim for any liability, claim, loss, damage or expense of any kind or nature caused, directly or indirectly, by; (a) the inadequacy of any Software for any purpose; (b) any defIciency or defect in any Software; (c) the use or performance of any Software; (d) any interruption or loss of service, use or performance of any Software; or (e) any loss of business or other special incidental or consequential damages whether or not resulting from any of the foregoing and Lessee further agrees to deal directly with the Software vendor for any problems, defIciencies or inadequacies relating to the Software; (3) Lessee's obligation to pay the monthly Lease Charges for the Software shall be absolute and unconditional and shall not be subject to any delay, reduction, set-off, defense, counterclaim or recoupment for any reason whatsoever, including any discontinuance or termination of any License Agreement with the Software vendor, any damage to or destruction of the Software or any failure of the Software to perform in accordance with the representation of the Software vendor and if the Software is unsatisfactory for any reason, Lessee shall make any claim solely against the Software vendor and shall nevertheless, pay Lessor all Lease Charges under the Lease; (4) The responsibility for all software maintenance and enhancement costs shall remain with the Lessee. 19. Event of Default The occurrences of any of the following events shall constitute an event of default under this Lease Agreement and/or any Equipment Schedule: (a) The nonpayment by Lessee of any Lease Charges when due, or the nonpayment by Lessee of any other sum required hereunder to be paid by Lessee, which nonpayment continues for a period often (10) days from the date when due.
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ANYTIME FITNESS FRANCHISE DISCLOSUR
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ANYTIME FITNESS, LLC FRANCmSE DISCL
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operations and licenses. Many state
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1. Anytime Fitness, Inc. v. Reserve
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If you are an existing franchisee t
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Type of Fee (Note 1) Amount (Note 2
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AMOUNT TYPE OF ANYTIME METHOD TO WH
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(7) We require you have an automate
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We may negotiate preferred vendor c
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Section in Franchise Section in Dev
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Under the personal guaranty, which
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$150,000 per location. Gaia will ty
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ITEM 11. FRANCmSOR'S ASSISTANCE, AD
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Name Subjects Taught Background Deb
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the initial training, will provide
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services to the fund. We will not s
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ITEM 13. TRADEMARKS The Franchise A
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Provision b. Renewal or extension o
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Section in Franchise or Provision O
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Section in Franchise or Provision O
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ACCOUNTANT HAS AUDITED THESE FIGURE
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the third (800 members) column. Bec
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State Year Number of Transfers 2006
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Reacquired Ceased Outlets by the Op
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Outlets Outlets at Reacquired Outle
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Name l City and State Telephone Num
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Name l City and State Telephone Num
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FDD EXHIBIT A LIST OF STATE AGENCIE
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Virginia State Corporation Commissi
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FDD EXHIBITB TABLE OF CONTENTS OF O
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150 -151 152 153 153 154 -160 161 -
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FDD EXHIBITC LIST OF FRANCmSEES AS
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Name Scott & Shelby Mitteer Shane M
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Name Address Telephone GymDay Corp.
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Name Address Telephone Full of Life
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Name Address Telephone Colorado 534
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Name Address Telephone Good Life Ve
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Name Address Telephone H-I02 Inc. 1
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Name Address Telephone Chris Naples
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Name Address Telephone Bill Taylor
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Name Address Telephone Make It Happ
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Name Address Telephone Joe Koeppl 1
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Name Address Telephone Temple Keepe
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Name Address Telephone 7350 West St
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Name Address Telephone 24 Fitness,
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Name Address Telephone Dana Cates H
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Name Address Telephone Metairie Fit
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Name Address Telephone Ultimate Sec
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Name Address Telephone NK Fitness,
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Name Address Telephone FIF, Inc. 65
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Name Address Telephone J Abernethy,
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Name Address Telephone Kenneth & Kr
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Name Miranda Hills Miranda Hills Mi
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Name Address Telephone Kenny Stubbl
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Name Address Telephone West-Am Fitn
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Name Address Telephone 24 Fitness,
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Name Address Telephone Clifford Pie
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Name Address Telephone Rick Whittin
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Name Address Telephone Effects Pers
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Name Address Telepbone RL W Enterpr
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Name Address Telephone Silent Owl,
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Name Address Telephone 2101 Broadwa
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Name Address Telephone Dennis Rudni
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Name Address Telephone Fitness 180,
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Name Address Telephone 1604 N Calab
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Name Address Telephone Jerry Greger
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Name Address Telephone CM Fitness,
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Name Address Telephone Erik Recende
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Name Address Telephone Helen Wada 1
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Name Address Telephone Scott Schimm
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FDD EXHIBITD FINANCIAL STATEMENTS
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ANYTIME FITNESS, INC. FINANCIAL STA
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- This page intentionally left blan
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ANYTIME FITNESS, INC. STATEMENT OF
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ANYTIME FITNESS, INC. NOTES TO FINA
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ANYTllvIE FITNESS, INC. FINANCIAL S
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SUPPLEMENTAL DISCLOSURES OF CASH FL
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FA 12/09 FRANCHISE AGREEMENT ANYTIM
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ANYTIME FITNESS FRANCHISE AGREEMENT
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fees and a modification to the Prot
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5. MONTHLY FEE A. Monthly Fee. You
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1. We will have ten (10) business d
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containing such Marks as we designa
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1. You acknowledge that the mandato
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You will also allow us to visit you
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insurance program and waive any cla
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7. prior to the date of the propose
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C. Applicable Law. If the provision
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17. YOUR COVENANTS NOT TO COMPETE A
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arbitration proceeding brought agai
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provisions relating to assignment.
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L. Patriot Act. You represent and w
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1. Effective Date: ________ _ FRANC
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PERSONAL GUARANTY AND AGREEMENT TO
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STATE SPECIFIC ADDENDUM TO FRANCHIS
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IN WITNESS WHEREOF, the undersigned
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STATE SPECIFIC ADDENDUM AS REQUIRED
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ADA 12/09 AREA DEVELOPMENT AGREEMEN
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ANYTIME FITNESS® AREA DEVELOPMENT
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provided, however, that you will no
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1. Effective Date: _______ _ AREA D
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PERSONAL GUARANTY AND AGREEMENT TO
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STATE SPECIFIC ADDENDUM TO DEVELOPM
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FDD EXHIBITG STATE SPECIFIC ADDENDA
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5. The Franchise Agreement contains
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TOGETHER WITH A COPY OF ALL PROPOSE
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exercising a right of first refusal
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6. The following is added in Item 1
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Financing Consultant Agreement You,
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FDD EXHffiITI-l US BANK FINANCE DOC
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Page 286 and 287: SCBEDULE"A" COLLATERAL For the Fina
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Page 298 and 299: REQUEST FOR DRIVER'S LICENSE Please
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Page 302 and 303: (9) Lessee shall have no remedy for
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Page 339: Re: "Obligor" Personal Guaranty To
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Page 353 and 354: EXHIBIT A AGREEMENT OF UNCONDITIONA
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Page 357 and 358: e. ProVision Materia/s. In connecti
Page 359 and 360: Hosting Services Fee = $19.99 Monit
Page 361 and 362: 9. General a. Independent Contracto
Page 363 and 364: ITEM 23. RECEIPT This Disclosure Do
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ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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