Does the Aerus guarantor waive claims against the borrower for reimbursement?
Aerus Franchise · 2025 FDDAnswer from 2025 FDD Document
w. Guarantor acknowledges that Lender has not made any representations to Guarantor with respect to Borrower, any other Obligor or otherwise in connection with the execution and delivery by Guarantor of this Guarantee and Guarantor is not in any respect relying upon Lender or any statements by Lender in connection with this Guarantee.
- (c) Guarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against Borrower, any collateral for the Guaranteed Obligations or other assets of Borrower or any other Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lender by Guarantor hereunder and Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits which Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by or collected or due from Guarantor, Borrower or any other Obligor upon the Guaranteed Obligations or realized from their property.
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- Subordination. Payment of all amounts now or hereafter owed to Guarantor by Borrower or any other Obligor is hereby subordinated in right of payment to the indefeasible
payment in full to Lender of the Guaranteed Obligations and all such amounts and any security and guarantees therefor are hereby assigned to Lender as security for the Guaranteed Obligations.
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- Acceleration.
Source: Item 23 — Receipts (FDD pages 74–305)
What This Means (2025 FDD)
According to Aerus's 2025 Franchise Disclosure Document, the guarantor irrevocably and unconditionally waives all statutory, contractual, common law, equitable, and other claims against the borrower. This waiver includes claims for subrogation, reimbursement, exoneration, contribution, indemnification, setoff, or other recourse related to sums paid or payable to the lender by the guarantor. The guarantor also relinquishes any benefits they might otherwise receive due to amounts paid by the guarantor, borrower, or any other obligor on the guaranteed obligations, or realized from their property.
This waiver means that if a guarantor makes payments on behalf of the Aerus franchisee (the borrower), the guarantor cannot seek reimbursement from the franchisee for those payments. This is a significant risk for the guarantor, as they are essentially giving up any legal right to recover funds they pay out under the guarantee. The guarantor's financial exposure is increased because they cannot rely on the borrower's assets or future income to recoup their losses.
Furthermore, the FDD states that any amounts owed to the guarantor by the borrower are subordinated in right of payment to the full payment of the guaranteed obligations to the lender. This subordination reinforces the lender's priority in receiving payments and further diminishes the guarantor's chances of being repaid by the borrower. The guarantor should carefully consider the borrower's financial stability and ability to repay the debt before agreeing to act as a guarantor for an Aerus franchise.
In the event that Aerus brings a claim or action against the guarantor based on the guarantee, the guarantor agrees not to deduct, set off, or seek any counterclaim for or recoup any amounts that may be owed by Aerus to the guarantor. This clause further restricts the guarantor's ability to reduce their liability under the guarantee, even if Aerus owes them money. The guarantor's obligations are separate and independent of any potential claims they may have against Aerus.