Does the Assetco guarantee cover all obligations of Bft under the Franchise Agreements?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
For value received, XPOF ASSETCO, LLC, a Delaware limited liability company located at 17877 VON KARMAN AVENUE, SUITE 100, IRVINE, CALIFORNIA 92614 (the "Guarantor"), absolutely and unconditionally guarantees the performance by BFT FRANCHISE SPV, LLC, a Delaware limited liability company, located at 17877 VON KARMAN AVENUE, SUITE 100, IRVINE, CALIFORNIA 92614 (the "Franchisor"), of all of the obligations of Franchisor in accordance with the terms and conditions of the franchise registration in each state where the franchise is registered, and under its Franchise Agreement identified in its 2025 Franchise Disclosure Document, as it may be amended, and as that Franchise Agreement may be entered into with franchisees as amended, modified or extended from time to time. This guaranty continues in full force and effect until all obligations of the Franchisor under its franchise registrations and Franchise Agreements are satisfied or until the liability of Franchisor to its franchisees under the Franchise Agreement has been completely discharged, whichever first occurs. The Guarantor is not discharged from liability if a claim by a franchisee against the Franchisor remains outstanding. Notice of acceptance is waived. The Guarantor does not waive notice of Franchisor's default. This guaranty is binding on the Guarantor and its successors and assignees.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 79)
What This Means (2025 FDD)
According to Bft's 2025 Franchise Disclosure Document, XPOF Assetco, LLC, absolutely and unconditionally guarantees Bft Franchise SPV, LLC's performance of all obligations as the Franchisor. This guarantee extends to the terms and conditions of the franchise registration in each state where the franchise is registered and under its Franchise Agreement identified in its 2025 Franchise Disclosure Document, as it may be amended, and as that Franchise Agreement may be entered into with franchisees as amended, modified or extended from time to time.
The guarantee remains in full effect until all obligations of Bft under its franchise registrations and Franchise Agreements are satisfied or until Bft's liability to its franchisees under the Franchise Agreement has been completely discharged, whichever occurs first. The guarantee specifies that Assetco is not discharged from liability if a claim by a franchisee against Bft remains outstanding.
This guarantee is binding on Assetco and its successors and assignees, ensuring that the obligations are continuously covered even if Assetco undergoes changes in ownership or structure. The document also states that notice of acceptance is waived, but Assetco does not waive notice of Bft's default, indicating that Assetco retains the right to be informed of any failures by Bft to meet its obligations.