What is the condition for the Franchisor Estoppel in the Embassy Suites By Hilton agreement?

According to the 2025 Embassy Suites By Hilton FDD, the franchisee estoppel and release are contingent upon the franchisee certifying to the franchisor that the Franchise Agreement is in full force and effect. Additionally, the franchisee must confirm that no default, claim, breach, offset, defense to full and strict enforcement, waiver, or estoppel (collectively, a "Claim"), or condition that could with passage of time, giving notice or otherwise become a Claim, currently exists or has existed against Franchisor under the Franchise Agreement. This certification applies, if applicable, to the Existing Comfort Letter as well.

This provision ensures that the franchisor, Embassy Suites By Hilton, is protected from any potential legal disputes or claims arising from the franchisee's actions or the state of their franchise agreement. By providing this certification, the franchisee acknowledges the validity and enforceability of the Franchise Agreement and confirms that they have no existing grievances or defenses against the franchisor.

For a prospective Embassy Suites By Hilton franchisee, this condition highlights the importance of maintaining compliance with the Franchise Agreement and addressing any issues or concerns promptly. It also emphasizes the need for transparency and honesty in dealings with the franchisor, as any misrepresentation or omission in the certification could have legal consequences. Before signing the Mezzanine Lender Comfort Letter, franchisees should carefully review their Franchise Agreement and consult with legal counsel to ensure they can truthfully provide the required certification.