What is the role of Centennial in the assignment of the All Team Funding Agreement?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
demands resulting from or arising out of USER's acts or omissions or those of its employees or agents, including those under or related to this Funding Agreement or the transactions or relationships contemplated hereby, and (ii) any breach or default by USER under this Funding Agreement. USER shall reimburse ATFC for any and all costs, damages, liabilities, losses, deficiencies, assessments and expenses, including reasonable attorney's fees and court costs that ATFC may suffer or incur or to which ATFC may be subject by reason of any of the foregoing.
- E. Assignment. This Funding Agreement is personal to USER and shall not be assignable or transferable by USER, in whole or in part, either voluntarily or by operation of law, except with the prior written consent of ATFC with a copy to Centennial, which consent shall not unreasonably be withheld.
Source: Item 23 — RECEIPT (FDD pages 34–161)
What This Means (2025 FDD)
According to All Team's 2025 Franchise Disclosure Document, Centennial Bank plays a role in the assignment of the Funding Agreement in two ways. First, if an All Team franchisee (referred to as "USER" in the document) wishes to assign their Funding Agreement to another party, they must obtain prior written consent from All Team Franchise Corporation (ATFC) and provide a copy of this request to Centennial. ATFC's consent cannot be unreasonably withheld.
Second, the Funding Agreement Guarantee may be assigned by ATFC to Centennial Bank as collateral for ATFC's obligations to Centennial, and the guarantor specifically consents to such assignment. This means that Centennial could potentially become the beneficiary of the guarantee if ATFC defaults on its obligations to Centennial.
Additionally, the document states that if there is any conflict between the Funding Agreement and the Centennial Agreement, the Centennial Agreement will take precedence. However, Centennial has no liability or obligation to the All Team franchisee. The "Centennial Agreement" itself refers to the funding agreement between Centennial Bank and ATFC, which is incorporated by reference into the Funding Agreement between ATFC and the franchisee.