In the Baymont Inn Suites Guaranty Agreement, what is required to make the Guaranty effective?
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 is made effective when the undersigned parties (the guarantors) warrant to Baymont Franchise Systems, Inc. that the Assignee's representations and warranties in the Assignment and Assumption Agreement and the Franchise Agreement are true and correct. Additionally, the guarantors must guaranty that all of the Franchisee's obligations under the Primary Agreements will be punctually paid and performed from the time the Assignee becomes the Franchisee.
Upon default by the Franchisee and notice from Baymont Inn Suites, the guarantors are obligated to immediately make each unpaid payment and perform each unperformed obligation of the Franchisee under the Primary Agreements. Baymont Inn Suites may extend, modify, or release any indebtedness or obligation of the Franchisee, or settle, adjust, or compromise any claims against the Franchisee without affecting the guarantors' obligations and without notice to them. The guarantors also acknowledge that the provisions of Section 17 of the Franchise Agreement, including remedies, choice of law, venue, and dispute resolution, apply to the Guaranty.
The Guaranty can be executed in one or more counterparts, each of which is considered an original, and all together constitute one and the same instrument. In the event of the death of an individual guarantor, their estate will be bound by the Guaranty for the Franchisee's obligations to Baymont Inn Suites existing at the time of death, and the obligations of all other guarantors will continue in full force and effect.