What is the relationship between the Guarantor's obligations and the Developer's obligations to Aira Fitness?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
ise Agreement Franchisor Approved Site of Operations Upon the execution of this Agreement DEVELOPER: AIRA FITNESS [ENTITY NAME] FRANCHISING LLC An Illinois limited liability Franchisor A Dated: Dated: AIRA FITNESS MUDA 2025 - 18 - DEVELOPER INITIALS FRANCHISOR INITIALS
EXHIBIT C TO THE MULTI-UNIT DEVELOPMENT AGREEMENT
| THIS GUARANTY AND ASSUMPTION OF DEVELOPER'S OBLIGATIONS ("Guaranty") is made as of, 20, in consideration of, and as an inducement to, the execution of the Franchise Agreement by Aira Fitness Franchising LLC, an Illinois limited liability company ("Franchisor"). In consideration thereof, each of the undersigned hereby jointly and severally, personally and unconditionally agrees as follows: |
|---|
| 1. |
| Guaranty. |
| Guarantor(s) hereby unconditionally and absolutely warrants and |
| guarantees to Franchisor that ("Developer") shall punctually pay and perform in full |
| each and every undertaking, agreement and covenant set forth in the Franchise Agreement; |
| 2. |
| Obligations of Guarantor Upon Event of Default. Should a Default (as defined in |
| the Franchise Agreement) occur, Guarantor(s) shall diligently proceed to cure such Default at |
| Guarantor's sole cost and expense; |
| 3. |
| Nature of Guaranty. |
| This Guaranty is an original and independent obligation of |
| Guarantor(s), separate and distinct from Developer's obligations to Franchisor under the Multi-Unit |
| Development |
| Agreement. The obligations of Guarantor to Franchisor under this Guaranty are direct |
| and primary, regardless of the validity or enforceability of the Franchise Agreement. This Guaranty is |
| for the benefit of Franchisor and is not for the benefit of any third party. This Guaranty shall continue |
| until all obligations of Guarantor to Franchisor under this Guaranty have been performed in full. |
| 4. |
| Guarantor's Authorization to Franchisor. |
| Guarantor(s) authorizes Franchisor, |
| without notice or demand and without lessening Guarantor's liability under this Guaranty, from time |
| to time: (a) to make or approve changes to the Franchise Agreement; (b) to repeatedly compromise, |
| renew, extend, accelerate, or otherwise change the time for payment or other terms of the Franchise |
| Agreement; (c) to take and hold security for the payment of amounts due under the Franchise |
| Agreement or this Guaranty, and exchange, enforce, waive, and release any such security, with or |
| without the substitution of new collateral; (d) to determine how, when, and what application of |
| payments and credits shall be made on amounts due under the Franchise Agreement; and (j) to assign |
| or transfer this Guaranty, in whole or in part. |
| 5. |
| Guarantor's Representations and Warranties. |
| Guarantor(s) represents and |
| warrants to Franchisor that: (a) no representations or agreements of any kind have been made to |
| Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is |
| executed at Developer's request and Franchisor would not execute the Franchise Agreement were it |
| not for the execution and delivery of this Guaranty; |
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to the 2025 Aira Fitness Franchise Disclosure Document, the Guarantor's obligations are directly tied to the Developer's obligations under the Franchise Agreement. The Guarantor unconditionally guarantees that the Developer will fulfill all undertakings, agreements, and covenants outlined in the Franchise Agreement. This means the Guarantor is responsible for ensuring the Developer punctually pays and performs all duties as per the agreement.
In the event the Developer defaults on any obligation, the Guarantor is required to step in and cure the default at their own cost. This highlights a significant responsibility for the Guarantor, as they must be prepared to financially and operationally rectify any shortcomings of the Developer. The Guaranty is considered an original and independent obligation of the Guarantor, separate from the Developer's obligations. This means that the Guarantor's obligations are direct and primary, irrespective of the validity or enforceability of the Franchise Agreement itself.
The Guarantor also provides Aira Fitness with the authorization to make changes to the Franchise Agreement, compromise, renew, extend, or otherwise alter the terms without affecting the Guarantor's liability. Furthermore, the Guarantor warrants that they have not been made any representations that would limit their obligations under the Guaranty and acknowledges that Aira Fitness relies on the Guaranty when entering into the Franchise Agreement. The Guarantor also agrees not to dispose of assets in a way that would negatively impact their ability to fulfill their obligations.