What is the relationship between the Guarantor and the Franchisee in the Embassy Suites By Hilton franchise agreement?
Embassy_Suites_By_Hilton Franchise · 2025 FDDAnswer from 2025 FDD Document
eement is deleted in its entirety and replaced with the following:
- 16.11.1 you have independently investigated the risks of operating the Hotel and a spa under the Brand, including current and potential market conditions and competitive factors and risks, and have made an independent evaluation of all such matters and reviewed our Franchise Disclosure Document, if applicable.
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- Original Document. This Amendment may be executed in any number of counterparts, and delivered by facsimile or other electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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- Authority. Franchisee represents and warrants that the individual signing this Amendment on its behalf has the necessary authority and legal capacity to execute this instrument and represent Franchisee.
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- Effect. The terms of this Amendment are expressly made subject to and are governed by the Franchise Agreement. Except as specifically amended by this Amendment, the Franchise Agreement shall continue in full force and effect. In the event of a conflict between the terms of the Franchise Agreement and this Amendment, this Amendment shall control.
IN WITNESS WHEREOF the parties have executed this Amendment as indicated below to take effect as of the Effective Date.
[INSERT FRANCHISEE ENTITY], a [INSERT TYPE OF ENTITY] HILTON FRANCHISE HOLDING LLC, a Delaware limited liability company Executed: Executed:
EXHIBIT E
U.S. GUARANTY OF FRANCHISE AGREEMENT
Insert Hotel Name
[THE BRACKETED LANGUAGE IS INSERTED FOR A SITE RELATED GUARANTY WITH TENANT-IN-COMMON (TIC) OWNERSHIP]
| THIS U.S. GUARANTY | OF FRANCHISE AGREEMENT ("Guaranty") is executed as of [Date] | ||
|---|---|---|---|
| ("Effective Date") by, | a[jointly, severally, | ||
| individually and collectively] | ("Guarantor"), in favor of HILTON FRANCHISE HOLDING | LLC, a Delaware | |
| limited liability company | confirm Franchisor entity, as consideration of and as an | ||
| ("Franchisor") | |||
| inducement to Franchisor to execute the franchise agreement with | an Effective Date of [Date] | (referred to | |
| in | collectively, along with all applicable amendments, addenda, riders, supplemental | ||
| this Guaranty | |||
| agreements and assignments, | as the "Franchise | Agreement") between | Franchisor and |
| , | a | ("Franchisee"). |
Source: Item 22 — CONTRACTS (FDD page 97)
What This Means (2025 FDD)
According to Embassy Suites By Hilton's 2025 Franchise Disclosure Document, the Guarantor essentially ensures the Franchisee's financial and performance obligations to the Franchisor. The Guarantor's role is defined within the Guaranty of Franchise Agreement, where the Guarantor pledges to cover the Franchisee's debts and responsibilities should the Franchisee fail to meet them. This includes the full and prompt payment of all sums owed and the performance of all other obligations of Franchisee arising under the Franchise Agreement and any related agreements
The Guarantor waives certain rights and defenses, such as requiring the Franchisor to first pursue action against the Franchisee before seeking fulfillment from the Guarantor. The Guarantor also relinquishes rights to payments or claims against the Franchisee that might arise from fulfilling the guaranty. This waiver extends to any legal defenses the Guarantor might otherwise have.
Furthermore, the Guarantor is obligated to provide complete and current financial information to the Franchisor upon request, ensuring transparency and the Franchisor's ability to assess the Guarantor's capacity to meet its obligations. The Guarantor may have the possibility of terminating the Guaranty if the Franchisee owns fee simple title to the real property on which the Hotel is or will be sited or a copy of a ground lease to which Franchisee is a party with an unrelated third-party ground lessor for a term at least equal to the term of the Franchise Agreement; (b) Guarantor sends a written request to Franchisor to terminate the Guaranty; and (c) at the time of Guarantor's request, Franchisee is in good standing under the Franchise Agreement and has not been in default under the Franchise Agreement at any time during the twenty-four (24) month period before Guarantor's request.