What is the effect of the guarantor signing the Baymont Inn Suites Guaranty?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
To induce Baymont Franchise Systems, Inc., its successors, assigns, and affiliates ("Company") to consent to the assignment and assumption of the Primary Agreements (as defined in the Assignment and Assumption Agreement (the "Agreement") to which this Guaranty is attached), the undersigned, personally, jointly and severally ("we, "our" or "us") irrevocably and unconditionally (i) warrant to Company that Assignee's representations and warranties in the Agreement and in the Franchise Agreement are true and correct as stated; and (ii) guaranty that all of Franchisee's obligations under the Primary Agreements will be punctually paid and performed, from and after the time Assignee becomes the Franchisee under the Franchise Agreement. Capitalized terms not defined in this Guaranty have the meanings given to them in the Agreement.
Upon default by Franchisee and notice from Company, we will immediately make each unpaid payment and perform, or cause Franchisee to perform, each unperformed obligation of Franchisee under the Primary Agreements. Without affecting our obligations under this Guaranty, without notice to us, Company may extend, modify or release any indebtedness or obligation of Franchisee, or settle, adjust or compromise any claims against Franchisee. We waive notice of amendment of the Agreements. We acknowledge that the provisions of Section 17 of the Franchise Agreement, including but not limited to Section 17.4 (Remedies) and Section 17.6 (Choice of Law; Venue; Dispute Resolution, including but not limited to Section 17.6.4 (Waiver of Jury Trial)), apply to this Guaranty.
Upon the death of an individual guarantor, the estate of the guarantor will be bound by this Guaranty for obligations of Franchisee to Company existing at the time of death, and the obligations of all other guarantors will continue in full force and effect.
This Guaranty may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Source: Item 22 — CONTRACTS (FDD pages 96–97)
What This Means (2025 FDD)
According to the 2025 Baymont Inn Suites Franchise Disclosure Document, the Guaranty ensures that the guarantor is responsible for the franchisee's obligations. By signing the Guaranty, the guarantor warrants that the franchisee's representations and warranties in the Assignment and Assumption Agreement and the Franchise Agreement are true and correct. The guarantor also guarantees that the franchisee will punctually pay and perform all obligations under the Primary Agreements from the time the assignee becomes the franchisee. This means that if the franchisee fails to meet their financial or operational obligations, the guarantor is legally bound to fulfill them. Baymont Franchise Systems, Inc. can demand immediate payment or performance from the guarantor if the franchisee defaults after providing notice.
The Guaranty extends to any modifications or releases of the franchisee's obligations that Baymont Inn Suites might make without requiring notice to the guarantor. The guarantor also acknowledges that the provisions of Section 17 of the Franchise Agreement, including remedies, choice of law, venue, and dispute resolution, including the waiver of a jury trial, apply to the Guaranty. This indicates that the guarantor is subject to the same legal terms and conditions as the franchisee in case of a dispute.
The Guaranty remains in effect even upon the death of an individual guarantor, with the guarantor's estate being bound by the Guaranty for the franchisee's obligations existing at the time of death. The obligations of all other guarantors will continue in full force. This clause ensures that Baymont Inn Suites's financial interests are protected even in the event of the guarantor's death. The Guaranty can be executed in multiple counterparts, each considered an original, forming a single binding instrument. This allows for flexibility in obtaining signatures from multiple guarantors, if needed.