What notices and defenses are waived by the Guarantors under the Apricot Lane Guaranty?
Apricot_Lane Franchise · 2025 FDDAnswer from 2025 FDD Document
The undersigned hereby waive (i) all rights to payments and claims for reimbursement or subrogation that any of the undersigned may have against FRANCHISEE arising as a result of the undersigned's execution of and performance under this Guarantee, for the express purposes that none of the undersigned shall be deemed a "creditor" of FRANCHISEE under any applicable bankruptcy law with respect to FRANCHISEE's obligations to FRANCHISOR, (ii) any right to require FRANCHISOR to: (a) proceed against FRANCHISEE for any payment required under the Franchise Agreement, (b) proceed against or exhaust any security from FRANCHISEE, (c) take any action to assist any of the undersigned in seeking reimbursement or subrogation in connection with this Guarantee, or (d) pursue, enforce or exhaust any remedy, including any legal or equitable relief, against FRANCHISEE, (iii) any benefit of, any right to participate in, any security now or hereafter held by FRANCHISOR, and (iv) acceptance and notice of acceptance by FRANCHISOR of the undersigned's undertakings under this Guarantee; all presentments, demands and notices of demand for payment of any indebtedness or non-performance of any obligations hereby guaranteed; protest; notices of dishonor; and notices of default to any party with respect to the indebtedness or non-performance of any obligations hereby guaranteed; and any other notices and legal or equitable defenses to which any of the undersigned may be entitled.
Source: Item 23 — RECEIPTS (FDD pages 51–222)
What This Means (2025 FDD)
According to Apricot Lane's 2025 Franchise Disclosure Document, the guarantors waive several rights and protections to ensure the franchisor can fully enforce the franchise agreement. Specifically, the guarantors waive all rights to payments and claims for reimbursement or subrogation against the franchisee that arise from their obligations under the guarantee. This ensures that the guarantors cannot be considered creditors of the franchisee in bankruptcy proceedings, which could complicate Apricot Lane's ability to recover debts.
Additionally, the guarantors waive any right to require Apricot Lane to first pursue the franchisee for payments or exhaust any security from the franchisee before seeking recourse from the guarantors. They also relinquish any right to force Apricot Lane to assist them in seeking reimbursement or subrogation, or to pursue any remedy against the franchisee. This means Apricot Lane can directly pursue the guarantors without having to take any prior action against the franchisee.
Furthermore, the guarantors waive any benefit or right to participate in any security held by Apricot Lane and waive acceptance and notice of acceptance by Apricot Lane of their obligations under the guarantee. They also waive presentments, demands, and notices of demand for payment, protest, notices of dishonor, and notices of default. Essentially, the guarantors give up any legal or equitable defenses they might otherwise have. This comprehensive waiver is designed to streamline the process for Apricot Lane to enforce the guarantee and recover any amounts owed under the franchise agreement, reducing potential legal hurdles and costs.