What is the 'Franchise Agreement' defined as in the Amorino Collateral Assignment of Lease?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
| THIS COLLATERAL ASSIGNMENT OF LEASE (this "Assignment") is entered into as of, |
|---|
| 20, between("Franchisee") |
| and |
| CPUSA, LLC, a |
| Delaware limited liability |
| company ("Franchisor") |
| Subject to the provisions hereof, Franchisee, to secure its obligations to the Franchisor under |
| the franchise agreement between the Franchisor and Franchisee for the operation of an Amorino |
| Store or Outlet, dated, 20 (the "Franchise Agreement") and under every |
| agreement between Franchisee and the Franchisor, hereby assigns, transfers and sets over unto |
| Franchisor and/or such person(s)/entity(ies) as Franchisor may from time-to-time designate all of |
| Franchisee's right, title and interest, whether as tenant or otherwise, in, to and under that certain |
| lease (the "Lease"), a copy is attached to this Assignment, dated, 20, between |
| Franchisee and ("Landlord"), respecting |
| that property commonly known as |
| (the "Premises"). The Franchisor shall have no liabilities or obligations of any kind arising from, |
| or in connection with, this Assignment, the Lease or otherwise (including, but not limited to, any |
| obligation to pay rent and/or other amounts) until and unless |
| the Franchisor, at the Franchisor's |
| option and in its sole discretion, takes possession of the Premises pursuant to the terms hereof and |
| expressly (and in writing) assumes the rights and obligations of Franchisee under the Lease. The |
| Franchisor is only responsible for those obligations accruing after the date of such assumption. |
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the 'Franchise Agreement' in the Collateral Assignment of Lease is defined as the agreement between the Franchisor (CPUSA, LLC) and the Franchisee for operating an Amorino store or outlet. This agreement outlines the obligations of the franchisee to the franchisor. The franchisee's obligations under the franchise agreement are secured by the Collateral Assignment of Lease.
This assignment involves the franchisee assigning, transferring, and setting over to Amorino all rights, titles, and interests in the lease for the premises. This ensures that Amorino has a security interest in the lease, allowing them to potentially take over the premises if the franchisee fails to meet their obligations under the Franchise Agreement.
It's important to note that Amorino has no liabilities or obligations related to the assignment or the lease until they choose to take possession of the premises and expressly assume the franchisee's rights and obligations under the lease. This means the franchisee remains responsible for rent and other lease obligations unless Amorino decides to step in and take over the lease. This clause protects Amorino from being automatically liable for the lease terms unless they actively assume those responsibilities.