What is the relationship between the Baymont Inn Suites Guaranty and the Assignment and Assumption Agreement?
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.
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 directly related to the Assignment and Assumption Agreement. The purpose of the Guaranty is to induce Baymont Franchise Systems, Inc. to consent to the assignment and assumption of the Primary Agreements, which are defined within the Assignment and Assumption Agreement.
Under the Guaranty, the undersigned (guarantor) warrants to Baymont Inn Suites that the assignee's representations and warranties in both the Assignment and Assumption Agreement and the Franchise Agreement are accurate. The guarantor also guarantees that the franchisee's obligations under the Primary Agreements will be paid and performed from the time the assignee becomes the franchisee.
In the event of a default by the franchisee, the guarantor is obligated to immediately make any unpaid payments and fulfill any unperformed obligations, after receiving notice from Baymont Inn Suites. The document also specifies that Baymont Inn Suites can modify or release any obligations of the franchisee without affecting the guarantor's obligations and without notice to the guarantor. The provisions of Section 17 of the Franchise Agreement, including remedies, choice of law, venue, and dispute resolution, also apply to the Guaranty.