Under what circumstances can Aira Fitness's Affiliate demand additional collateral or declare the entire indebtedness immediately due?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- (d) if Debtor abandons, surrenders or transfers control of the operation of the Aira Fitness Business without Secured Party's prior written consent; or
- (e) if Debtor is a corporation, limited liability company, partnership, joint venture or other legal entity, any action is taken which purports to merge, consolidate, dissolve or liquidate Debtor without the prior written consent of Secured Party.
- 3.2. Remedies. Upon the occurrence of an Event of Default, all amounts payable to Secured Party shall become immediately due and payable and Secured Party shall have all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in the state or states in which the Collateral may be located, including, but not limited to, the right to enter upon the Aira Fitness Business peaceably and remove all Collateral. Secured Party shall give Debtor reasonable notice of the time and place of any public or private sale or other intended disposition of all or any particular Collateral, as the case may be. Debtor agrees that the requirement of reasonable notice shall be met if notice is mailed to Debtor at its address first above written not less than five (5) business days prior to the sale or other disposition. Expenses of retaking, holding, preparing for sale, selling or the like, shall include, without limitation, Secured Party's reasonable attorneys' fees and other legal expenses. Secured Party's rights and remedies, whether pursuant hereto or pursuant to the Illinois Uniform Commercial Code or any other statute or rule of law conferring rights similar to those conferred by the Illinois Uniform Commercial Code, shall be cumulative and not alternative.
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- Notices. Any notice, request or other communication to either party by the other as provided for herein shall be given in writing and shall be deemed given on the date the same is (i) actually received or (ii) three (3) days after being mailed by certified or registered mail, return receipt requested, postage prepaid and addressed to the addresses first set forth below. The person and the place to which notices or copies of notices are to be mailed to either party may be changed from time to time by such party by written notice to the other party.
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- Applicable Law. This Agreement shall be governed by and interpreted under the laws of the State of Illinois, without regard to the principles of conflict of laws thereof.
6. Miscellaneous.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to the 2025 Aira Fitness Franchise Disclosure Document, an Aira Fitness affiliate, acting as a secured party, can demand immediate payment of all amounts owed and exercise the rights of a secured party under the Uniform Commercial Code if certain events of default occur. These events include the franchisee (referred to as 'Debtor') abandoning, surrendering, or transferring control of the Aira Fitness business without the secured party's prior written consent. Additionally, if the franchisee is a corporation, limited liability company, partnership, joint venture, or other legal entity, any action taken to merge, consolidate, dissolve, or liquidate the franchisee without the secured party's written consent also constitutes an event of default.
Upon such an event of default, the Aira Fitness affiliate has the right to enter the Aira Fitness business peacefully and remove all collateral. The affiliate must provide the franchisee with reasonable notice of any public or private sale or other disposition of the collateral, with a minimum of five business days' notice sent to the franchisee's address. The affiliate is entitled to recover all expenses related to retaking, holding, preparing for sale, and selling the collateral, including reasonable attorneys' fees and other legal expenses.
The rights and remedies available to the Aira Fitness affiliate are cumulative and not alternative, meaning they can pursue multiple avenues of recourse simultaneously. This agreement is governed by and interpreted under the laws of the State of Illinois, without regard to its conflict of laws principles. Any notices required under the agreement must be in writing and are deemed given upon actual receipt or three days after being mailed by certified or registered mail, return receipt requested, and postage prepaid.