Can a lease prevent a franchisee from performing their obligations under the Aira Fitness agreement?

d | | | to | | | use | | | the | | | Premises | | | only for the | | | operation | | | of | | | an | | | Aira | | | Fitness | | | Business | | | pursuant |

• to a franchise agreement ("Franchise Agreement") with Aira Fitness Franchising LLC. ("Aira Fitness").
• C. The parties desire to amend the Lease in accordance with the terms and conditions contained in this Addendum.

AGREEMENT

• 1. Remodeling and Décor. Landlord agrees to allow Tenant to remodel, equip, paint and decorate the interior of the Premises and to display such proprietary marks and signs on the interior and exterior of the Premises pursuant to the Franchise Agreement and any successor Franchise Agreement.
• 1. Assignment. Tenant has the right to assign all of its right, title and interest in the Lease to Aira Fitness or its successor, or either company's affiliates, at any time during the term of the Lease, including any extensions or renewals, without first obtaining Landlord's consent. No assignment will be effective, however, until Aira Fitness or its successor or designated affiliate gives Landlord written notice of its acceptance of the assignment. If Aira Fitness elects to assume the lease under this paragraph or unilaterally assumes the lease as provided for in subparagraphs 3(c) or 4(a), Landlord and Tenant agree that (i) Tenant will remain liable for the responsibilities and obligations, including amounts owed to Landlord, prior to the date of assignment and assumption, and (ii) Aira Fitness will have the right to sublease the Premises to another AIRA FITNESS franchisee, without further need for Landlord approval, provided the franchisee agrees to operate the Aira Fitness Business as an Aira Fitness Business pursuant to a franchise agreement with Aira Fitness. Aira Fitness will be responsible for the lease obligations incurred after the effective date of the assignment.
• 1. No Lien. Landlord agrees not to require a security interest or lien on any of the personal property of the Tenant located on the Premises used for the operation of the Aira Fitness franchise.

4. Default and Notice.

• (a) In the event there is a default or violation by Tenant under the terms of the Lease, Landlord agrees to give Tenant and Aira Fitness written notice of such default or violation within a reasonable time after Landlord knows of its occurrence. Landlord agrees to provide Aira Fitness the written notice of default as written and on the same day Landlord gives it to Tenant. Although Aira Fitness is under no obligation to cure the default, Aira Fitness will notify Landlord it intends to cure the default and unilaterally assume Tenant's interest in the lease as provided in Paragraph 3(c). Aira Fitness will have an additional fifteen (15) days from the expiration of Tenant's cure period in which to cure the default or violation.
• (b) All notices to Aira Fitness must be sent by registered or certified mail, postage prepaid, to the following address:

Aira Fitness Franchising LLC. 600 Route 59 Ingleside, Illinois 60041 (815) 529-7260

Aira Fitness may change its address for receiving notices by giving Landlord written notice of the new address. Landlord agrees to notify both Tenant and Aira Fitness of any change in Landlord's mailing address to which notices should be sent.

(c) Upon Tenant's default and failure to cure a default under either the Lease or the Franchise Agreement, Aira Fitness has the right (but not the obligation) to unilaterally assume Tenant's interest in the Lease in accordance with Paragraph 2.

4. Termination or Expiration.

• (a) Upon the expiration or termination of the Franchise Agreement, Aira Fitness has the right (but not the obligation) to unilaterally assume Tenant's interest in the Lease in accordance with Paragraph 2.
• (b) Upon the expiration or termination of the Lease, if Aira Fitness does not assume Tenant's interest in the Lease, Landlord agrees to cooperate and allow Aira Fitness to enter the Premises, without cost and without being guilty of trespass and without incurring any liability to Landlord, to remove all signs and all other items identifying the Premises as an Aira Fitness Business and to make such other modifications as are reasonably necessary to protect the marks and system, and to distinguish the Premises from Aira Fitness Businesses.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)