What is the definition of 'Maker' in the context of the Embassy Suites Development Incentive Note?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
The terms "Holder" and "Maker" shall be deemed to include their respective heirs, successors, legal representatives and assigns, whether by voluntary action of the parties or by operation of law; provided that, Maker shall not assign or delegate any of its obligations or agreements hereunder without the Holder's prior written consent and any assignment or delegation without such prior written consent shall be null and void. All references to "Maker" shall mean and include the named Maker and all co-makers, guarantors, sureties and accommodation parties signing or endorsing this Note, and all such parties signing or endorsing this Note shall be jointly and severally liable with the named Maker for all of Maker's obligations and liabilities under this Note.
Source: Item 22 — CONTRACTS (FDD page 97)
What This Means (2025 FDD)
According to Embassy Suites' 2025 Franchise Disclosure Document, the term "Maker" in the context of the Development Incentive Note refers to the entity or entities promising to pay the Hilton Franchise Holding LLC. The FDD specifies that the term includes their respective heirs, successors, legal representatives, and assigns. However, the Maker cannot assign or delegate its obligations without the Holder's prior written consent. Any attempt to do so without consent will be considered void.
Furthermore, the definition of "Maker" extends to include not only the named Maker but also all co-makers, guarantors, sureties, and accommodation parties who sign or endorse the note. All such parties are jointly and severally liable with the named Maker for all obligations and liabilities under the note. This means that each party is individually responsible for the entire debt, offering the Holder a greater degree of security.
In practical terms, if you are an Embassy Suites franchisee signing a Development Incentive Note, you, as the Maker, are legally bound to fulfill the financial obligations outlined in the note. If there are co-makers or guarantors, they share the same level of responsibility. As a prospective franchisee, it is crucial to understand the full scope of this liability and ensure that all parties involved are fully aware of their obligations before signing the note.