Does the Guarantor assign to Buona all claims they may have against the Developer in the event of bankruptcy?

According to Buona's 2025 Franchise Disclosure Document, the Guarantor assigns to Buona all claims they may have against the Developer in the event of bankruptcy. Specifically, the Guarantor assigns all claims they have or may acquire against the Developer, including claims against any assignee or trustee in bankruptcy. This assignment ensures Buona receives full payment of all amounts due under the Franchise Agreement.

This provision is designed to protect Buona's financial interests in case the Developer faces insolvency. By assigning the Guarantor's claims, Buona gains priority in recovering outstanding debts. This is a common practice in franchising, where franchisors seek to minimize their financial risk when franchisees or developers encounter financial difficulties.

However, the assignment is conditional. It is only effective to the extent necessary to ensure Buona receives full payment of the amounts owed under the Franchise Agreement. This means that the Guarantor's claims are assigned to Buona specifically for the purpose of settling the Developer's debts to Buona, and any excess value from those claims would likely revert back to the Guarantor or the Developer's bankruptcy estate.