Who is the franchisee of the Christian Brothers Automotive in Pflugerville?

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ASSIGNMENT AND ASSUMPTION OF FRANCHISE AGREEMENT

WHEREAS, Assignor entered into that certain franchise agreement dated __________ (the "Franchise Agreement") with Christian Brothers Automotive Corporation ("CBAC"), as Franchisor (as defined in the Franchise Agreement) and Assignor, as Franchisee (as defined in the Franchise Agreement); and

WHEREAS, Assignor and Assignee have requested that CBAC approve Assignor's assignment to Assignee of all of Assignor's rights, titles and interests in and to the Assigned Interest (as defined below); and

WHEREAS, CBAC has agreed to consent to such assignment contingent upon (i) Assignee's agreement to assume the liabilities, duties and obligations of Assignor under the Franchise Agreement and related to the Assigned Interest, (ii) Assignor and Assignee's compliance with all the terms, conditions and terms of this Agreement, and (iii) Assignee's agreement to enter into a Restated Franchise Agreement with CBAC.

AGREEMENT:

NOW, THEREFORE, for good and valuable consideration, including without limitation the covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Assignment and Assumption. Assignor does hereby SELL, ASSIGN, TRANSFER and DELIVER to, and vest in, Assignee, to the extent permitted by law, all its right, title and interest in and to the Assigned Interest. Assignee hereby assumes complete and absolute responsibility and liability for all the Assumed Liabilities (as defined below).

Source: Item 22 — CONTRACTS (FDD page 76)