What does the Springhill Suites By Marriott Guaranty Agreement guarantee to MICC?
Springhill_Suites_By_Marriott Franchise · 2025 FDDAnswer from 2025 FDD Document
- 1.1 Guarantor hereby absolutely and unconditionally indemnifies, defends, holds harmless, and guarantees to MICC the full, prompt and unconditional payment of any "Losses" (as defined in Section 1.2 below) arising out of the "Guaranteed Events" (as defined in Section 1.3 below). This Guaranty is a primary obligation of Guarantor and shall be a continuing inexhaustible Guaranty. MICC may, to the extent herein provided, require Guarantor to fulfill its obligations under this Guaranty and may proceed immediately against Guarantor without being required to bring any proceeding or take any action against Borrower, [Member / Partner], any other guarantor or any other person, entity or collateral belonging to any of the foregoing prior thereto. The liability of Guarantor hereunder is independent of and separate from the liability of Borrower, [Member / Partner], any other guarantor or person. All sums due and payable hereunder by Guarantor shall be payable within ten (10) calendar days after demand. MICC shall have full recourse to all of the assets of Guarantor in connection with Guarantor's obligations hereunder. It is the intention of Guarantor that this Guaranty shall not be deemed discharged until such time as the Guarantor's obligations hereunder have been paid in full and/or performed, as appropriate.
- 1.2 The term "Losses" shall mean all claims, suits, liabilities, actions, proceedings, obligations, debts, damages (including, without limitation, punitive damages and/or consequential damages), losses, costs, expenses, fines, penalties, charges, interest, fees, judgments, awards, amounts paid in settlement, costs of defense and reasonable attorneys' fees incurred by MICC in connection with the Guaranteed Events.
Source: Item 17 — , "Renewal, Termination, Transfer, and Dispute Resolution," is amended by the addition of the following paragraph(s) at the conclusion of the Item: (FDD pages 285–553)
What This Means (2025 FDD)
According to the 2025 Springhill Suites By Marriott Franchise Disclosure Document, the Guaranty Agreement ensures that the Guarantor will indemnify, defend, hold harmless, and guarantee to MICC (Marriott International Capital Corporation) the full, prompt, and unconditional payment of any "Losses" arising out of the "Guaranteed Events." This guarantee is a primary and continuing obligation of the Guarantor. MICC can demand the Guarantor fulfill their obligations without first taking action against the Borrower, Member/Partner, any other guarantor, or any collateral belonging to them. The Guarantor's liability is independent of the liability of the Borrower, Member/Partner, or any other guarantor. All payments are due within ten calendar days after demand, and MICC has full recourse to the Guarantor's assets. The Guaranty is not discharged until the Guarantor's obligations are fully paid and/or performed.
"Losses" include all claims, suits, liabilities, actions, proceedings, obligations, debts, damages (including punitive and/or consequential damages), losses, costs, expenses, fines, penalties, charges, interest, fees, judgments, awards, amounts paid in settlement, costs of defense, and reasonable attorneys' fees incurred by MICC in connection with the Guaranteed Events. The FDD does not define the term "Guaranteed Events" in this section, but it is referenced as being defined in section 1.3 of the Guaranty.
For a prospective Springhill Suites By Marriott franchisee, this means that if a Guaranty Agreement is required, they (or the guarantor) are taking on a significant financial responsibility to MICC. They are liable for a wide range of potential costs and damages associated with events that trigger the guarantee. The franchisee should carefully review the definition of "Guaranteed Events" in section 1.3 of the Guaranty to fully understand the scope of their obligations and potential liabilities under the Guaranty Agreement. They should also assess their financial capacity to meet these obligations should they arise.