Does the definition of 'Collateral' in the Aerus security agreement include assets acquired after the agreement is signed?
Aerus Franchise · 2025 FDDAnswer from 2025 FDD Document
- (c) "Collateral" shall mean and include all of Debtor's now owned or hereafter acquired assets, whether tangible or intangible, including without limitation all of Debtor's right, title and interest in and to each of the following, wherever located and whether now existing or hereafter arising: (i) all accounts; (ii) all Inventory; (iii) all Equipment; (iv) all contract rights; (v) all general Intangibles, including payment Intangibles; (vi) all Intellectual Property; (vii) all deposit accounts; (viii) all investment property; (ix) all instruments, including promissory notes; (x) all Chattel Paper; (xi) all Goods; (xii) all Documents; (xiii) all insurance and certificates of insurance pertaining to any and all items of Collateral; (xiv) all files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the Collateral or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof; (xv) all cash deposited with Secured Party or any affiliate thereof, including Aerus LLC; (xvi) all property described on the Schedules of Collateral attached hereto and all attachments, accessories and parts used or intended to be used with such property (including all substitutions and replacements thereof and accessions thereto); and (xvii) any and all products and cash and non-cash proceeds of any of the foregoing (including, but not limited to, any claims to any items referred to in this definition and any claims against third parties for loss of, damage to or destruction of any or all of the Collateral or for proceeds payable under or unearned premiums with respect to policies of insurance) in whatever form;
Source: Item 23 — Receipts (FDD pages 74–305)
What This Means (2025 FDD)
According to Aerus's 2025 Franchise Disclosure Document, the definition of 'Collateral' in the security agreement includes assets acquired after the agreement is signed. The security agreement covers all of the Debtor's assets, whether currently owned or acquired in the future. This includes both tangible and intangible assets.
Specifically, the collateral encompasses a wide range of assets, such as accounts, inventory, equipment, contract rights, general intangibles (including payment intangibles), intellectual property, deposit accounts, investment property, instruments like promissory notes, chattel paper, goods, and documents. It also extends to insurance policies related to the collateral, files, computer programs, and software containing information about the collateral or account debtors. Furthermore, any cash deposited with Aerus LLC or its affiliates is included, along with any property described in the attached Schedules of Collateral, including attachments, accessories, and parts, as well as substitutions, replacements, and accessions.
This broad definition also includes any products and cash or non-cash proceeds from the aforementioned assets, including claims related to these items and claims against third parties for loss, damage, or destruction of the collateral, or for insurance proceeds. This comprehensive scope ensures that Aerus has a security interest in a wide array of assets, providing them with a strong position in the event of default.