What is considered a 'non-curable default' for an Americas Best Value Inn franchisee?

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| PROVISION | SECTION IN | SUMMARY | | |---|---|---|---| | | FRANCHISE AGREEMENT | | | | o. Franchisor’s option to | None | Not Applicable | | | purchase franchisee’s | | | | | business | | | | | p. Death or disability of franchisee | Section 12.(b) | Any transfers occurring upon your death will be considered a “transfer” of your Franchise Agreement and will be subject to the conditions to transfer in section m. | | | q. Non-competition | None | Not Applicable | | | covenants during the | | | | | term of the franchise | | | | | r. Non-competition | None | Not Applicable | | | covenants after the | | | | | franchise is | | | | | terminated or expires | | | | | s. Modification of the agreement | Section 11.(c) and 16.(c) | No modifications unless signed by the party against whom enforcement is sought, but we may unilaterally modify our Brand Standards and you will be bound by such modifications. | | | t. Integration/merger | Section 16.(m) | | Only the terms of the Franchise Agreement (together with its schedules and exhibits) are binding (subject to state law). Any representations or promises outside of this disclosure document and the Franchise Agreement may not be enforceable. | | clause | | | | | u. Dispute resolution by | Not Applicable | Not Applicable | | | arbitration or | | | | | mediation | | | | | v. Choice of forum | Section 16.(g) | Litigation must be brought in the federal court nearest to our or, as applicable, our successor’s or assign’s then current principal place of business (currently, Newton, Massachusetts), subject to state law. If the federal court lacks jurisdiction, then such litigation must be brought in the state court nearest to our or, as applicable, our successor’s or assign’s then current principal place of business (currently, Newton, Massachusetts), unless otherwise mutually agreed by the parties. However, we may seek injunctive relief in any jurisdiction that has jurisdiction over you. | | | w. Choice of law | Section 16.(g) | Massachusetts law generally applies, except for issues under the U.S. Trademark Act (subject to applicable state law). | THE FRANCHISE RELATIONSHIP | | | PROVISION | SECTION IN FRANCHISE AGREEMENT | SUMMARY | | g. | "Cause" defined curable defaults | Section 13.(b) | Curable defaults include: failure to pay any amount due us when such amount is due or failing to enroll in automated recurring payments via EFT; serious or imminent threat or danger to public health or safety resulting from construction, maintenance, or operation of your Hotel; you or any of your officers, directors, owners or managers engage in conduct that is harmful to, or reflects unfavorably on, you, us, or the Brand or engage in conduct that exhibits reckless disregard for the physical or mental well-being of employees, guests, our representatives or the public; excessive guest complaints; failure to procure the required insurance; three or more defaults within a 12 month period, or two or more defaults within a six month period; three or more guest complaints that have not been resolved to our satisfaction; failure to comply with the Brand Standards; and failure to comply with any other obligation or requirement under the Franchise Agreement. You will have five days, regardless of any longer period of time that any governmental authority may have given you (or less, if a governmental authority provides for a shorter cure period), to cure a serious or imminent threat or danger to public health or safety results from constructing, maintaining or operating your Hotel. For any other defaults, you will receive a written notice of breach or default and will have five days to cure such default, unless a longer cure period was specified in the notice of default, other than for those reasons in Section 12.(c) of your Franchise Agreement (subject to state law). | | h. | "Cause" defined-non curable defaults | Section 13.(c) | Non-curable defaults include: you or any of your owners have made or make a material misrepresentation in obtaining the franchise or operating your Hotel; abandoning your Hotel for more than seven consecutive days or 14 days in any calendar year, or losing the right to occupy the premises; you have forfeited the right to do business in the jurisdiction where your Hotel is located; you fail to open by the designated opening date; you deny us the right to inspect your Hotel or retrieve information from the PMS; unauthorized transfer of your rights or the Franchise Agreement; breach of confidentiality covenant; misuse or unauthorized use of the Marks or Confidential Information; bankruptcy; insolvency; appointment of a receiver; or default by you under any agreement with our affiliates or us, or with third-parties that we require you to enter according to your Franchise Agreement, after a prior notice and cure period (subject to state law). | Source: Item 17 — **RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 59–63)

What is considered a 'non-curable default' for an Americas Best Value Inn franchisee?

Answer from 2025 FDD Document

What This Means (2025 FDD)

PROVISION	SECTION IN	SUMMARY
	FRANCHISE AGREEMENT
o. Franchisor’s option to	None	Not Applicable
purchase franchisee’s
business
p. Death or disability of franchisee	Section 12.(b)	Any transfers occurring upon your death will be considered a “transfer” of your Franchise Agreement and will be subject to the conditions to transfer in section m.
q. Non-competition	None	Not Applicable
covenants during the
term of the franchise
r. Non-competition	None	Not Applicable
covenants after the
franchise is
terminated or expires
s. Modification of the agreement	Section 11.(c) and 16.(c)	No modifications unless signed by the party against whom enforcement is sought, but we may unilaterally modify our Brand Standards and you will be bound by such modifications.
t. Integration/merger	Section 16.(m)		Only the terms of the Franchise Agreement (together with its schedules and exhibits) are binding (subject to state law). Any representations or promises outside of this disclosure document and the Franchise Agreement may not be enforceable.
clause
u. Dispute resolution by	Not Applicable	Not Applicable
arbitration or
mediation
v. Choice of forum	Section 16.(g)	Litigation must be brought in the federal court nearest to our or, as applicable, our successor’s or assign’s then current principal place of business (currently, Newton, Massachusetts), subject to state law. If the federal court lacks jurisdiction, then such litigation must be brought in the state court nearest to our or, as applicable, our successor’s or assign’s then current principal place of business (currently, Newton, Massachusetts), unless otherwise mutually agreed by the parties. However, we may seek injunctive relief in any jurisdiction that has jurisdiction over you.
w. Choice of law	Section 16.(g)	Massachusetts law generally applies, except for issues under the U.S. Trademark Act (subject to applicable state law).	THE FRANCHISE RELATIONSHIP
	PROVISION	SECTION IN FRANCHISE AGREEMENT	SUMMARY
g.	"Cause" defined curable defaults	Section 13.(b)	Curable defaults include: failure to pay any amount due us when such amount is due or failing to enroll in automated recurring payments via EFT; serious or imminent threat or danger to public health or safety resulting from construction, maintenance, or operation of your Hotel; you or any of your officers, directors, owners or managers engage in conduct that is harmful to, or reflects unfavorably on, you, us, or the Brand or engage in conduct that exhibits reckless disregard for the physical or mental well-being of employees, guests, our representatives or the public; excessive guest complaints; failure to procure the required insurance; three or more defaults within a 12 month period, or two or more defaults within a six month period; three or more guest complaints that have not been resolved to our satisfaction; failure to comply with the Brand Standards; and failure to comply with any other obligation or requirement under the Franchise Agreement. You will have five days, regardless of any longer period of time that any governmental authority may have given you (or less, if a governmental authority provides for a shorter cure period), to cure a serious or imminent threat or danger to public health or safety results from constructing, maintaining or operating your Hotel. For any other defaults, you will receive a written notice of breach or default and will have five days to cure such default, unless a longer cure period was specified in the notice of default, other than for those reasons in Section 12.(c) of your Franchise Agreement (subject to state law).
h.	"Cause" defined-non curable defaults	Section 13.(c)	Non-curable defaults include: you or any of your owners have made or make a material misrepresentation in obtaining the franchise or operating your Hotel; abandoning your Hotel for more than seven consecutive days or 14 days in any calendar year, or losing the right to occupy the premises; you have forfeited the right to do business in the jurisdiction where your Hotel is located; you fail to open by the designated opening date; you deny us the right to inspect your Hotel or retrieve information from the PMS; unauthorized transfer of your rights or the Franchise Agreement; breach of confidentiality covenant; misuse or unauthorized use of the Marks or Confidential Information; bankruptcy; insolvency; appointment of a receiver; or default by you under any agreement with our affiliates or us, or with third-parties that we require you to enter according to your Franchise Agreement, after a prior notice and cure period (subject to state law).