What claims against the Debtor does the Guarantor waive by executing the Aplus Guaranty?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
ereby guaranteed without taking any action against DEBTOR, or any coguarantor (if applicable) and without proceeding against or applying any security Sunoco may hold.
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- GUARANTOR agrees and acknowledges that any and all debts and obligations, present and future, of DEBTOR to GUARANTOR, or any of them are hereby postponed to the obligations of DEBTOR to Sunoco, and all monies received by GUARANTOR or its representatives, successors or assigns thereon shall be held in trust for Sunoco and shall be paid over to Sunoco. Further, upon any liquidation or distribution of assets of DEBTOR, GUARANTOR agrees to assign to Sunoco any and all claims on account of any and all obligations, and Sunoco shall receive any and all dividends and payments on such debts and obligations until payment in full of any and all obligations of DEBTOR are paid to Sunoco.
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- GUARANTOR irrevocably waives, disclaims and relinquishes any and all claims against DEBTOR which GUARANTOR otherwise has or would have by virtue of having executed this Guaranty, specifically including, but not limited to, all rights of indemnity, contribution or exoneration.
Source: Item 23 — RECEIPT (FDD pages 68–302)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, by executing the Guaranty, the Guarantor waives any claims against the Debtor that they would otherwise have due to executing the Guaranty. This explicitly includes all rights of indemnity, contribution, or exoneration. This means the Guarantor cannot seek compensation or relief from the Debtor for any obligations arising from the Guaranty.
Additionally, the Guarantor agrees that any debts or obligations the Debtor owes to them are secondary to the Debtor's obligations to Sunoco. Any money received by the Guarantor from the Debtor must be held in trust for Sunoco and paid over to them. In the event of the Debtor's liquidation or asset distribution, the Guarantor must assign all claims against the Debtor to Sunoco. Sunoco will then receive all dividends and payments on these debts until all of the Debtor's obligations to Sunoco are fully paid.
Furthermore, the Guarantor subordinates any and all claims against the Debtor to any claims that Sunoco may have against the Debtor at any time and for any reason. This subordination ensures that Sunoco's claims take precedence over the Guarantor's claims in any financial recovery from the Debtor. This comprehensive waiver and subordination of claims significantly strengthens Sunoco's position as a creditor and reduces the Guarantor's potential for recovering any losses from the Debtor.