Common use of Assignment/Subletting Clause in Contracts

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:

Assignment/Subletting. A. Lessor Except as provided herein, Tenant shall have not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the right Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to sellsuch assignment or sublease, convey Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or mortgage alldeclaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, but so long as Tenant is not less than all, of the Properties or to assign its right, title and interest as Lessor in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in whole, but not in partthe event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the prohibition on Lessor's right to sell, convey or mortgage less Premises for any other use than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under use permitted by this Lease, Lessee and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall attorn have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to Related Entity does not use the Properties in entering into Premises for any other use than the use permitted by this Lease. Without Tenant shall give Landlord written notice at least ten (10) days prior to the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any effective date of the Guarantors shall be pledgedproposed transfer, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet along with all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances applicable documentation and other matters, whether or not similar in kind. At information necessary for Landlord to determine that the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation requirements of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C 13 have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Conditionincluding if applicable, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, qualification of such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (proposed transferee as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as an affiliate of Tenant or a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Related Entity.

Assignment/Subletting. A. Lessor 14.1. This Agreement and each License granted herein is personal to Licensee and for Licensee’s use only. Licensee shall have not lease, sublicense, share with, convey or resell to others any such space or rights granted hereunder. Subject to Section 14.3 below, the related rights and privileges may not be assigned or otherwise transferred without the express written consent of Licensor, which consent shall not be unreasonably withheld, conditioned or delayed. Any Agreement which is assigned or otherwise transferred pursuant to this Section shall be equally subject to all the obligations and privileges of this Agreement, including any amendments, which will remain in effect, as if the assigned Agreement was the original Agreement. After assignment, this Agreement, including any amendments, shall be binding on the assignee to the full extent that was binding upon Licensee. 14.2. Any non-permitted transfer or assignment of the right to sellattach Equipment to a Licensor-Owned pole shall be void and not merely voidable. Licensor may, convey in its sole discretion and in addition to all other lawful remedies available to Licensor under this Agreement, collect any fees owed from Licensee all without prejudicing any other right or mortgage all, but not less than all, remedy of the Properties Licensor under this Agreement. No cure or grace periods shall apply to transfers or assignment prohibited by this Agreement or to assign its right, title the enforcement of any provisions of this Agreement against a transferee or assignee who did not receive Licensor’s consent. Licensee and interest as Lessor under any attempted transferee shall be jointly and severally liable for all obligations of Licensee in this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant Agreement until such attempted transfer is fully unwound to the provisions satisfaction of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleLicensor. B. Lessee acknowledges 14.3. Notwithstanding anything to the contrary in this Section 14, this Agreement in its entirety, together with all Supplemental Site Licenses and/or Permit (that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends are otherwise transferable by Law) issued by Licensor may be sold, assigned or transferred by Licensee, to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer any entity in which Licensee holds a controlling or convey this Lease or any interest therein, whether by operation of law or otherwisesimilar interest; (ii) no Subject Transfer shall occurany entity which holds a controlling equity or similar interest in Licensee; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entitiesentity under common control with Licensee; and (iv) Lessee shall not sublet any other entity that is currently operating in the City and is in full compliance with all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") Licensor; (v) after any entity which acquires all or substantially all of Licensee’s assets in the market defined by the FCC in which the Municipal Facility is located by reason of a merger, acquisition or other business reorganization, provided in each case that such Subject Transfer, the Properties will be operated as a Permitted Facility acquiring entity has debt to equity and profitability ratios consistent with mature companies in business for five or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with more years in the same or greater number similar business and agrees to comply with federal, state, and local laws, and Licensee and the new entity represent to Licensor that the new entity has not had a decision entered against the new entity for a violation of units as are operated by the Lessee Entities immediately a local permit. Licensee shall provide written notice to Licensor at least thirty (30) days prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated any transfer permitted by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Section.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey assign this Lease nor any rights hereunder, nor let or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of the Premises, nor suffer or permit any person of corporation to use any part of the PropertiesPremises, without first obtaining the express prior written consent of Lessor, which consent shall not be unreasonably withheld may be withheld by Lessor for any or no reason. It The transfer of ten fifty-one percent (1051%) or more of the stock of Lessee if Lessee is expressly agreed that a corporation, the transfer of any partnership interest if Lessee is a partnership, or the transfer of a beneficial interest in a land trust if Lessee is a land trust, shall be deemed an assignment requiring the consent of Lessor may withhold if any such transfer will effectively vest control of Lessee in an entity or condition person other than the entity or person then having such control. Should Lessor consent based upon to such matters assignment of this Lease or to a sublease of all or any part of the Premises, Lessee does hereby guarantee payment of all Rent herein reserved and all other obligations hereunder until the expiration of the Term. No failure of Lessor to promptly collect from any assignee or sublease, or any extension of the time for the payment of such rents, shall release or relieve Lessee or any guarantor from it guaranty or obligation of payment of such rents or performance of other obligations. Should Lessor consent to such assignment or sublease, all amounts received by Lessee as Lessor may in its reasonable discretion determineconsideration for the same, including, without limitation, amounts received from a sublessee in excess of amounts to be remitted by Lessee to Lessor hereunder, shall be the experience property of Lessor and creditworthiness delivered to Lessor by L▇▇▇▇▇ immediately upon receipt. Any consent by Lessor to an assignment or sublease of any assignee, L▇▇▇▇▇’s rights hereunder shall be effective for that transaction only. Lessor hereby expressly reserves the assumption by any assignee right to approve or disapprove of all future assignments or subleases by Lessee or its assignee or sublease, which approval shall not be unreasonably withheld may be withheld for any or no reason. Notwithstanding the foregoing, Lessee may, upon thirty (30) days prior written notice to Lessor, assign this Lease without Lessor’s consent, to a corporation with which Lessee may merge or consolidate, to any parent or subsidiary of Lessee or to a subsidiary of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein ’s parent; provided, receipt of however, that such representations and warranties from assignment shall not affect or reduce any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:remain primarily liable hereunder.

Assignment/Subletting. A. Lessor Tenant may not assign this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion; and any attempted assignment or subletting without such consent shall have be invalid. Any sale, transfer or conveyance of a majority ownership interest in Tenant shall be deemed an assignment of this Lease for which Landlord’s prior written consent shall be required pursuant to this Article 11. At least thirty (30) days prior to the right to sellproposed effective date of such assignment or sublease, convey or mortgage all, but not less than all, Tenant shall provide Landlord a signed original of the Properties assignment or sublease document. Tenant shall also provide, at Landlord’s request, any information on the proposed assignee or subtenant that Landlord may require to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all make a determination of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions quality of Sections 21.B, 23.A(ix), 57 such proposed assignee or 58 hereofsubtenant. In the event of any such sale a permitted assignment or assignment other than a security assignmentsubletting, provided Lessee receives written notice that such purchaser or assignee has assumed Tenant shall nevertheless at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Lessor's Tenant’s other obligations under the terms, conditions and covenants of this Lease except as may be otherwise provided for herein. No assignment or subletting of the Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all of Tenant’s obligations under this Lease. Upon the occurrence of an Event of Default hereunder, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet if all or any part of any of the Properties. It is expressly agreed that Lessor may withhold Premises are then assigned or condition such consent based upon such matters as Lessor may sublet, Landlord, in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer addition to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved remedies provided by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors by law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of any of their obligations respecting the Guarantyassignment or subletting. Any rentals owing under a sublease which are in excess of collection by Landlord from the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage assignee or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer subtenant shall not be required if each construed to constitute a waiver or release of Tenant from the following conditions are satisfied: (i) no Event further performance of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective its obligations under this Lease and or the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation making of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection new lease with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw assignee or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:subtenant.

Assignment/Subletting. A. Lessor Tenant shall not, without Landlord's prior written consent, which in each instance, may be withheld at the reasonable discretion of Landlord: (i) assign, transfer, hypothecate, mortgage, encumber, or convey, or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it (ii) allow any transfer of, or any lien upon, Tenant's interest in this Lease by operation of law, (iii) sublet the Premises in whole or in part or (iv) allow the use or occupancy of any portion of the Premises for a use other than the Use or by anyone other than Tenant or Tenant's employees. Tenant shall have the right to sell, convey sublet or mortgage all, but not less than all, assign all or any portion of the Properties Premises to any related entity or affiliate of Tenant, by merger; acquisition, consolidation, or any successor company, without Landlord's approval or consent. Tenant shall provide written notice of any such assignment or sublease. Notwithstanding the foregoing, should any law governing Landlord's consent to assign its righta sublease or assignment require Landlord to exercise reason in the consideration of the granting or denying of consent, title Landlord may take into consideration the business reputation and interest as Lessor under this Lease creditworthiness of the proposed subtenant or assignee; any required alteration of the Premises; the intended use of the Premises by the proposed subtenant or assignee; the estimated pedestrian and vehicular traffic in whole, but not the Premises and to the Building which would be generated by the proposed subtenant or assignee; any potential environmentally hazardous activities engaged in partby the proposed subtenant or assignee; providedand any other factors which Landlord shall deem relevant; provided further, however, that if Landlord does not consent to a sublease or assignment to any subtenant or assignee which is a governmental agency, which is a present tenant in the prohibition on Lessor's right to sellBuilding, convey or mortgage less than all of with whom Landlord or its agents has discussed tenancy within the Properties Building, same shall not restrict Lessor's right be deemed to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleunreasonable. B. Lessee acknowledges that Lessor has relied both on If Tenant shall, with Landlord's prior consent as herein required, sublet the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided belowPremises: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer an amount equal to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are rental in excess of the rentals owing hereunder may Base Rent and any Additional Rent herein provided to be retained by Lessee unless an Event paid, shall be for the benefit of Default has occurred, in which case, Lessor Landlord and shall be paid to Landlord promptly when due under any such subletting as Additional Rent; and (ii) Landlord shall be entitled to receive a fee not greater than an amount equal to six (6) months Base Rental as consideration for any such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessorconsent. C. Notwithstanding If Tenant Is an entity whose ownership not publicly held, and if during the provisions of Section 26.BTerm, Lessor's consent to a Subject Transfer shall not be required if each the ownership of the following conditions are satisfied: control of Tenant changes, Tenant shall notify Landlord of such change within five (i5) no Event of Default shall have occurred days thereof, and be continuing under Landlord, at Its option, may at any time thereafter terminate this Lease by giving Tenant written notice of said termination at least sixty (60) days prior to the date of termination stated in the notice. The term "control" as used herein means the power to directly or indirectly direct or cause the direction of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as management or policies of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction Tenant. A change or as a series of transactions, changes in ownership of stock which would result in direct or indirect change in ownership by the Lessee Entities, including any surviving entity as a result stockholders or an affiliated group or stockholders of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, outstanding stock shall not be released from any considered a change of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:control.

Assignment/Subletting. A. Lessor 14.1. Except as expressly provided herein, this Agreement and each site license granted pursuant to individual Site Supplements herein is personal to Licensee and for Licensee’s use only. Licensee shall have the right to sellnot lease, sublicense, share with, convey or mortgage all, but not less than all, of the Properties resell to others any such space or to assign its right, title and interest as Lessor under this Lease in whole, but not in partrights granted hereunder; provided, however, the prohibition Parties agree and acknowledge that, notwithstanding anything in this Agreement to the contrary, certain Small Cell Equipment deployed by Licensee on Lessor's right to sell, convey any Municipal Facility or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee in any PROW or public utility easement pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereofthis Agreement may be owned and/or operated by Licensee’s third-party wireless carrier customers (“Carriers”) and installed and maintained by Licensee pursuant to license agreements between Licensee and such Carriers. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed Such Small Cell Equipment shall be treated as Licensee’s Small Cell Equipment for all of Lessor's obligations purposes under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges Agreement provided that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwiseLicensee remains responsible and liable for all performance obligations under the Agreement with respect to such Small Cell Equipment; (ii) no Subject Transfer Licensor’s sole point of contact regarding such Small Cell Equipment shall occurbe Licensee; and (iii) no interest Licensee shall have the right to remove and relocate the Small Cell Equipment. This Agreement and the related rights, duties, and privileges may not be assigned or otherwise transferred in Lessee whole or in part without the express written consent of Licensor; provided, however, Licensee shall have the right to assign this Agreement to any parent, subsidiary, affiliate, or any of person, firm, or corporation that shall control, be under the Guarantors shall control of, or be pledgedunder common control with Licensee, encumbered, hypothecated or assigned as collateral for to any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet entity into which Licensee may be merged or consolidated or which purchases all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume substantially all of the obligations assets of Lessee under Licensee that are subject to this Lease Agreement. If the Agreement is assigned or otherwise transferred with Licensor consent pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurredSection, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee EntitiesAgreement, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee amendments, shall be binding on the assignee to the full extent that it was binding upon Licensee. 14.2. Any non-permitted transfer or any assignment of the Guarantorsright to attach Small Cell Equipment to a Municipal Facility shall be void and not merely voidable. Licensor may, in its sole discretion and in addition to all other lawful remedies available to Licensor under this Agreement, may collect any fees owed from Licensee all without prejudicing any other right or remedy of Licensor under this Agreement. No cure or grace periods shall have a consolidated net worth determined in accordance with GAAP of not less than apply to transfers or assignment prohibited by this Agreement or to the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive enforcement of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes provisions of this Section 26.C, the following terms shall be defined as set forth below:Agreement against a transferee or assignee who did not receive Licensor’s consent.

Assignment/Subletting. A. Lessor shall have the right to sell, sell or convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor Lessor, and except as provided belowexpressly set forth in this Section 26.B: (i) Lessee shall not assign, transfer transfer, convey, pledge or convey mortgage this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledgedassigned, encumberedtransferred, hypothecated conveyed, pledged or assigned as collateral for any obligation mortgaged, whether by operation of law or otherwise, including, without limitation, a dissolution of Lessee or a transfer of any of the Lessee Entitiesvoting stock of Lessee; and (iviii) Lessee shall not sublet all or any part of any of the Properties. Properties except as set forth in Section 26.C. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, payment to Lessor of any rentals owing under a sublease which are in excess of the rentals owing hereunder, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may reasonably request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuingLease. Any assignment, transfer, conveyance, pledge, pledge or mortgage or subletting in violation of this Section 26.B shall be voidable at the sole option of Lessor. C. . Notwithstanding the provisions foregoing, but subject to the conditions set forth in the following sentence, the prior written consent of Section 26.B, Lessor's consent to a Subject Transfer Lessor shall not be required if each for the assignment by Lessee of this Lease to an Affiliate of Lessee, or the transfer of the voting stock of Lessee by Guarantor to an Affiliate of Lessee in a single transaction or a series of transactions, provided that in either event such Affiliate is a corporation, partnership or limited liability company whose voting stock, partnership interests or membership interests, as applicable, are owned entirely, directly or indirectly, by Guarantor. Lessee's right to complete an assignment or transfer contemplated by the preceding sentence shall be subject to the satisfaction of the following conditions are satisfiedprecedent at the time of the proposed assignment or transfer: (i1) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummatedcontinuing; (ii2) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result shall provide Lessor with written notice of such Subject Transfer and/or successor of Lessee proposed assignment or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent transfer at least 30 days prior to the Effective Date, plus anticipated date of such assignment or transfer; (3) seventy-five (75%) percent Lessee, such Affiliate and Guarantor shall execute such documents, take such actions and deliver such opinions of counsel and other evidence of authority as Lessor may reasonably require to evidence the proceeds obligations of any issuance of equity securities of any of the Lessee Entities or other contributions and, to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantorsextent applicable, including any surviving entity such Affiliate, as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantorslessee, shall not be released from any of their respective obligations under this Lease and Guarantor under the GuarantyGuaranty notwithstanding the completion of such assignment or transfer; and (4) Lessee shall be solely responsible for the payment of all costs and expenses incurred in connection with any such assignment or transfer, including, without limitation, the reasonable attorneys' fees and expenses of Lessor and Lender. C. Without otherwise limiting any of the terms and conditions of this Section or Section 24 of this Lease, (i) Lessee shall have the right to transfer any of its assets to an Affiliate of Lessee, other than its leasehold interests in the Properties and any other assets used in connection with or related to the operation of the Properties, and any such surviving entity (ii) the voting stock, partnership interests or successor entitymembership interests, as applicable, has assumed in writing of such Affiliate may be pledged to a third-party financial institution as security for the performance of obligations due such institution, subject to the satisfaction of the following conditions: (x) no Event of Default shall have occurred and be continuing, (y) such Affiliate is a corporation, partnership or limited liability company whose voting stock, partnership interests or membership interests, as applicable, are owned entirely, directly or indirectly, by operation Guarantor, and (z) such Affiliate shall have executed and delivered to Lessor an unconditional guaranty of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all payment and performance with respect to the obligations of Lessee under this Lease or Guarantors under Lease, which unconditional guaranty shall be substantially in the form of the Guaranty, as applicable;. (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. D. Notwithstanding the foregoing, but subject to the conditions set forth in the event that Lessee is unable to satisfy the Net Worth Conditionfollowing sentence, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall have the right to sublease: (1i) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result any of the payment Properties to a wholly- owned subsidiary or Affiliate of Lessee, plus (ii) an aggregate of four of the Subject Transfer Rent Prepayment AmountProperties at any time (in addition to the Properties subleased pursuant to the preceding item (i)) without the consent of Lessor or Lender. Upon Lessee's payment of right to sublease the Subject Transfer Rent Prepayment Amount and Prepayment Charges Properties as contemplated by the preceding sentence, Lessor agrees that sentence shall be subject to the Base Monthly Rental beginning following conditions: (1) no Event of Default shall have occurred and be continuing; (2) any such sublease shall be subordinate to this Lease and Lessee shall remain liable under this Lease notwithstanding such sublease; and (3) the Properties subject to such subleases shall be used as Permitted Facilities and shall otherwise be operated and maintained in accordance with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes terms and conditions of this Section 26.CLease. Within 10 Business Days after the execution of each such sublease, Lessee shall provide Lessor with a notice of such sublease and a photocopy of the following terms shall be defined as set forth below:fully executed sublease.

Assignment/Subletting. A. Lessor (a) Subtenant shall not voluntarily, by operation of law, or otherwise, directly or indirectly, assign, collaterally assign, mortgage, pledge, hypothecate or otherwise encumber this Sublease, or any of Subtenant’s rights or interests hereunder, and Subtenant shall not permit the use or occupancy of the Premises by anyone other than Subtenant. Any attempt to do any of the foregoing shall be void and of no effect and shall be a Default under this Sublease. (b) Except as provided in Section 12(c) below, Subtenant shall not sublease the Premises, or any portion of the Premises, without the prior written consent of Sublandlord. Any proposed sublease shall also be subject to the approval by Landlord in accordance with the Prime Lease. (c) Notwithstanding the foregoing, Sublandlord shall not unreasonably withhold, condition, or delay its consent to a proposed sublease to an unrelated third party, provided that (i) Subtenant notifies Sublandlord of the proposed sublease at least thirty (30) days prior to the effective date thereof, (ii) the proposed sublease satisfies the requirements set forth in Sections 12(d) and (g) below, and (iii) after giving effect to the proposed sublease, there are not more than three (3) occupants of the Premises (including Subtenant), the parties acknowledging that Sublandlord shall have the right to sellapprove or disapprove, convey or mortgage allin Sublandlord’s sole discretion, but any sublease that does not less satisfy the foregoing requirements. (d) All proposed subleases by Subtenant shall be in form and substance reasonably satisfactory to Sublandlord and shall contain, inter alia, the following provisions: (i) any sublease shall be for a term expiring not later than all, the expiration of the Properties Term, and shall include provisions that (A) the sublease is expressly subject to the terms and provisions of this Sublease and the Prime Lease, (B) the subtenant will perform and observe the provisions of this Sublease (other than the rental obligations of Subtenant) as it applies to the portion of the Premises sublet, and a failure to do so will constitute a default by Subtenant hereunder (unless Subtenant performs such provisions and cures any such non-observance within the time periods required of Subtenant hereunder), (C) the sublease will terminate automatically upon the termination of this Sublease or the Prime Lease, and (D) upon termination of this Sublease or the Prime Lease, subtenant will vacate and surrender the sublet area as and in the condition required by this Sublease, regardless of any contrary provision contained in the sublease, and (ii) any such sublease shall specify that the sublease shall not be further assigned, nor the subleased premises further sublet without the prior consent of Sublandlord and Landlord as provided herein. The consent by Sublandlord to assign any subletting to any person or entity shall not be construed as a waiver or release of Subtenant from any provision of this Sublease or any of its right, title and interest as Lessor obligations under this Lease Sublease, unless expressly agreed to in wholewriting by Sublandlord (it being understood that Subtenant shall remain primarily liable as a principal and not as a guarantor or surety), but nor shall the collection or acceptance of rent from any such subtenant constitute a waiver or a release of Subtenant from any such provision or obligation. No consent by Sublandlord to any such subletting in any one instance shall constitute a waiver of the necessity for such consent in a subsequent instance. (e) Notwithstanding anything to the contrary in this Sublease, Subtenant acknowledges and agrees that its sole remedy with respect to any assertion that Sublandlord’s failure to consent to any subletting is unreasonable shall be that of specific performance, plus, if the proposed subtenant elects not in part; to proceed with a sublease because of Sublandlord’s unreasonable failure to consent, Subtenant’s actual damages, provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee Sublandlord shall not assignhave no liability under this provision unless Sublandlord was required to be reasonable pursuant to Section 12(c) of this Sublease, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; and (ii) in no Subject Transfer event shall occur; (iii) no interest in Lessee or any of the Guarantors shall Sublandlord be pledged, encumbered, hypothecated or assigned as collateral liable for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all consequential or any part of any of the Propertiespunitive damages. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default Subtenant shall have occurred and be continuing under this Lease as no other claim or cause of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity action against Sublandlord as a result of such Subject Transfer and/or successor Sublandlord’s actions in refusing consent thereto, Subtenant hereby waiving all other rights and remedies. (f) Any subletting which does not comply with the provisions of Lessee or any this Section 12 shall be automatically void and of no force and effect. (g) During the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus first two (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter years of the Lessee Entities ending after the Effective Date (i.e.Term, exclusive of Subtenant shall not sublease or offer to sublease any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent portion of the proceeds of any issuance of equity securities of any of the Lessee Entities or Premises, other contributions than pursuant to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount Sublease (as hereinafter defined), and (2) pay to Lessor . After the Prepayment Charges payable by Lessor to Lender as a result last day of the payment second (2nd) year of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment Term, Subtenant shall not sublease or offer to sublease any portion of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning Premises to any tenant not in keeping with the calendar month immediately following image of the month in which such payment is made (orBuilding. As used herein, if such payment is made on the first day a “Permitted Sublease” means a sublease of a calendar monthportion of the Premises, beginning not to exceed 5,000 rentable square feet, to a single tenant that is in keeping with the calendar month in which such payment is made) shall be equal to image of the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Building.

Assignment/Subletting. A. Lessor (a) Tenant shall not, without the prior written consent of Landlord, which shall not be unreasonably withheld: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (herein referred to as a “Transfer”, which term shall include any reassignment of this Lease after any initial assignment of this Lease by the Tenant named herein, or any subsequent reassignment and any assignment of any sublease with respect to all or any portion of the Premises and any sub-subleasing of any portion of the Premises previously subleased) occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. (b) If Tenant desires the consent of Landlord to a Transfer, Tenant shall submit to Landlord, at least sixty (60) days prior to the proposed effective date of the Transfer, a written notice which includes such information as Landlord may reasonably require about the proposed Transfer and the transferee, including: (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants, and conditions of this Lease, and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord does not terminate this Lease, in whole or in part, pursuant to Section 5.1.11(c), Landlord shall not unreasonably withhold its consent to any assignment or sublease. Landlord shall not be deemed to have unreasonably withheld its consent if, in the judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by Landlord in leasing the Building; (ii) the financial condition of the transferee is such that it may not be able to perform its obligations in connection with this Lease; (iii) the purpose for which the transferee intends to use the Premises or portion thereof is in violation of the terms of this Lease or the lease of any other tenant in the Building; (iv) the transferee is a tenant of the Building and Landlord has been in active negotiations with said tenant at any point during the prior three (3) months; (v) consent to the Transfer would violate any provisions of a Superior Mortgage, or (vi) any other basis which Landlord reasonably deems appropriate. If Landlord consents to any Transfer, Tenant shall pay to Landlord fifty percent (50%) of all rent and other consideration received by Tenant in excess of the Rent paid by Tenant hereunder for the portion of the Premises so transferred. Such rent shall be paid as and when received by Tenant. In addition, Tenant shall pay to Landlord any reasonable attorneys’ fees and expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to such Transfer. (c) Other than with respect to a Transfer permitted by subsection (d) below, Landlord shall have the right to sell, convey or mortgage all, but not less than all, terminate this Lease as to that portion of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's Premises covered by a Transfer. Landlord may exercise such right to sell, convey or mortgage less than terminate by giving notice to Tenant at any time within thirty (30) days after the date on which Tenant has furnished to Landlord all of the Properties shall not restrict Lessor's items required under Section 5.1.11(b) above. If Landlord exercises such right to convey Properties terminate, Landlord shall be entitled to Lessee pursuant to recover possession of, and Tenant shall surrender such portion of, the provisions Premises (with appropriate demising partitions erected at the expense of Sections 21.BLandlord) on the later of (i) the effective date of the proposed Transfer, 23.A(ix), 57 or 58 hereof(ii) sixty (60) days after the date of Landlord’s notice of termination. In the event Landlord exercises such right to terminate, Landlord shall have the right to enter into a lease with the proposed transferee without incurring any liability to Tenant on account thereof. (d) Notwithstanding the prohibitions set forth in subsection (a) above, Tenant may, without Landlord’s consent, assign its interest in this Lease or sublet the Premises to a corporation or other entity which shall (i) control, (ii) be under the control of, or (iii) be under common control with, Tenant (the term “control” as used herein shall mean ownership of more than 50% of the outstanding voting stock of a corporation, or other equivalent equity and control interest if Tenant is not a corporation) so long as (A) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease (except if such assignment or sublease is made for a valid intracorporate business purpose to an entity described in clause (iii) above) and is not made to circumvent the provisions of this section, (B) any such sale assignee or sublessee shall have a net worth, determined in accordance with generally accepted accounting principles, consistently applied, after giving effect to such assignment other or sublease equal to or greater than a security Tenant’s net worth, as so determined, on the date of such assignment, provided Lessee receives written notice that such purchaser or assignee has assumed (C) the Tenant named herein shall remain liable for all obligations of Lessor's obligations Tenant under this Lease, Lessee shall attorn (D) prior to such purchaser assignment, such assignee shall enter into a written agreement with Landlord agreeing to be directly bound to Landlord under the terms of this Lease and (E) Tenant provides at least thirty (30) days’ prior written notice to Landlord of such assignment or assignee sublease and Lessor copies of any relevant documentation relating to same. (e) In no event shall any Transfer release or relieve Tenant from its obligations to fully observe or perform all of the terms, covenants and conditions of this Lease on its part to be observed or performed. It is agreed that the liabilities and obligations of Tenant hereunder are enforceable either before, simultaneously with, or after proceeding against any assignee, sublessee or other transferee of Tenant. Further, Tenant agrees that the amount of any rent or other payment for the use or occupancy of all or any part of the Premises, by sublease, license, assignment of this Lease, or otherwise, shall not depend, in whole or in part, on the income or profits derived by any person or entity from the Premises, other than an amount based on a fixed percentage or percentages of gross receipts or sales. (f) Notwithstanding any transfer of this Lease, Tenant’s (and any guarantor’s) liability to Landlord shall in all events remain direct and primary. Any transferee of all or a substantial part of Tenant’s interest in the Premises shall be relieveddeemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions hereof). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges herein reserved, but no transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant or any guarantor from direct and after the date of such transfer or conveyance, of primary liability for the performance of any obligation all of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness covenants of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without The consent by Landlord to any transfer shall not relieve Tenant from the prior written obligation of obtaining the express consent of Lessor Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy; nor shall Landlord’s consent alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and except as provided below: subordinate. The breach by Tenant of any covenant in this Section shall be a default for which there is no cure period. (g) Notwithstanding the foregoing, Landlord’s consent shall not be required under this Section to (i) Lessee shall not assignTenant’s merger with or consolidation into an entity, transfer or convey this Lease where all or any interest therein, whether by operation substantially all of law or otherwise; the ownership interests in Tenant are sold to an entity (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease or the subletting of the Premises to a third party which is approved by Lessor, the assignee shall assume acquires all or substantially all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No Tenant’s assets, provided, however, that (A) any such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease assignee or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default sublessee shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) a net worth, determined in accordance with generally accepted accounting principles, consistently applied, after giving effect to such Subject Transferassignment or sublease equal to or greater than Tenant’s net worth, whether as a single transaction or as a series of transactionsso determined, on the Lessee Entities, including any surviving entity as a result date of such Subject Transfer and/or successor assignment, (B) the Tenant named herein shall remain liable for all obligations of Lessee or any Tenant under this Lease, (C) prior to such assignment, such assignee shall enter into a written agreement with Landlord agreeing to be directly bound to Landlord under the terms of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of lawD) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of Tenant provides at least equal thirty (30) days’ prior written notice to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result Landlord of such Subject Transfer and/or successor assignment or sublease and copies of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior relevant documentation relating to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:same.

Assignment/Subletting. A. Lessor shall have the right to sell, sell or convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. (i) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (ix) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (ivy) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition any such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment of this Lease nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the GuarantyLease. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuingrentals. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section 26 shall be voidable at the sole option of Lessor. C. (ii) Without the prior written consent of Lessor, no Subject Transfer shall occur. A "Subject Transfer" shall mean (x) the acquisition by a Person or a "group" (as defined in Section 13(d) of the Securities Exchange Act of 1934) of 50% or more of the voting power of Lessee and such Person or group has made a filing under Section 13(d) of the Securities Exchange Act of 1934 affirmatively stating such Person's or group's intent to change control of the Lessee, (y) the consummation by the Lessee of a merger, consolidation or other reorganization if the percentage of the voting common stock of the surviving or resulting entity held or received by all persons who were owners of common stock of the Lessee immediately prior to such merger, consolidation or reorganization is less than 50.1% of the total voting common stock of the surviving or resulting entity outstanding, on a fully diluted basis, immediately after such merger, consolidation or reorganization and after giving effect to any additional issuance of voting common stock contemplated by the plan for such merger, consolidation or reorganization, or (z) Lessee becoming a non-publicly traded company. Notwithstanding the provisions of Section 26.Bforegoing, Lessor's Lessor shall not unreasonably withhold or condition its consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:

Assignment/Subletting. A. Lessor shall have the right to sell, convey 4.01 Neither Tenant nor Tenant’s legal representatives or mortgage all, but not less than all, of the Properties or to assign its right, title and successors in interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer , shall occur; (iii) no assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and autstanding capital stock of any corporate tenant or sublessee of this Lease or a majority of the total interest in Lessee any partnership tenant or sublessee or company, however accomplished (other than in connection with an initial public offering of the equity interests in Tenant through a recognized over-the-counter stock exchange), and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the Guarantors shall be pledgedprovisions hereof, encumbered, hypothecated or assigned as collateral for any obligation of any the acceptance of the Lessee Entities; and (iv) Lessee assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. A modification, amendment or extension of any a sublease shall be deemed a sublease. The listing of the Propertiesname of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. It If any lien is expressly agreed that Lessor filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within ten (10) days thereafter, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. 4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall offer in writing to Landlord a notice referencing this Section 4.02 together with a term sheet setting forth all of the relevant terms and conditions upon which Tenant is willing to assign this Lease or sublet the Premises, or portion thereof, whichever may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determinebe applicable, including, without limitation, (a) in the experience and creditworthiness case of any assigneea proposed subletting, the assumption area proposed to be sublet, and, in the case of a proposed assignment such notice shall set forth Tenant’s intention to assign this Lease, (b) the term of the proposed subletting including the proposed dates of the commencement and the expiration of the term of the proposed sublease or the effective date of the proposed assignment, as the case may be, and (c) the rents, work contributions, free rent and all other concessions and material economic provisions that are proposed to be included in the transaction, and which shall be deemed an offer (a “Tenant’s Recapture Offer”), (i) with respect to a prospective assignment, to terminate or assign this Lease to Landlord without any payment of moneys or other consideration therefor by any assignee Landlord to Tenant, (ii) with respect to a prospective subletting which is for all or substantially all (i.e., for a term of all sublease expire with one year or less in the then-remaining Term hereunder) of Lessee's obligations hereunder by undertakings enforceable by Lessorthe then-remaining Term, terminate this Lease with respect to the transfer portion of the premises proposed to any assignee be sublet or (iii) with respect to a prospective subletting, to sublet to Landlord the portion of all necessary licenses and franchises to continue operating the Properties Premises involved (“Leaseback Area”) for the purposes term specified by Tenant in its proposed sublease at Tenant’s proposed subrental set forth in Tenant’s Recapture Offer, and otherwise on the same terms, covenants and conditions as are contained herein providedand as are allocable and applicable to the portion of the Premises to be covered by such subletting, unless other more favorable terms are set forth in Tenant’s Recapture Offer. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than sixty (60) days nor later than one hundred twenty (120) days following the acceptance of Tenant’s Recapture Offer (the “Recapture Date”). Landlord shall have a period of thirty (30) days from the receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date Tenant’s Recapture Offer (the "Net Worth Condition"); (iii“Landlord’s Recapture Right Outside Date”) Lessee and Guarantors, including any surviving entity to either accept or reject Tenant’s Recapture Offer as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:aforesaid.

Assignment/Subletting. A. Lessor 9.1 Tenant shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under in this Lease without the prior written consent of Landlord, which consent Landlord may withhold in wholeits sole, but arbitrary and absolute discretion. 9.2 Tenant shall not in partsublet the premises or any part thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld; provided, however, the prohibition on Lessor's right to sellthat in all events, convey or mortgage less than all any such subletting shall comply with each and every one of the Properties following standards: (i) all rent and other sums payable under this Lease must continue to be paid directly to Landlord by Tenant, notwithstanding any such subletting; (ii) all insurance coverage provided by Tenant hereunder shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.Bbe adversely affected, 23.A(ix)or changed, 57 or 58 hereof. In the event as a result of any such sale subletting; (iii) the subtenant's use of the premises shall not be inappropriate or have any adverse impact on the premises, all as determined by Landlord in its sole discretion; (iv) the subtenant must have adequate financial resources, and have a good business reputation, all as determined by Landlord in its reasonable discretion; and (v) any such subtenant must otherwise meet the reasonable requirements of Landlord. 9.3 No consent to any assignment other than of this Lease, or any subletting of the premises, shall be deemed to be a security assignmentconsent to any subsequent assignment of this Lease or to any subletting of the premises. Any such assignment or subletting shall be void and at the option of Landlord shall terminate this Lease. 9.4 No consent by Landlord to any assignment of this Lease, provided Lessee receives written notice that such purchaser or assignee has assumed all any subletting of Lessor's obligations the premises, shall relieve Tenant of any obligation to be performed by Tenant under this Lease, Lessee shall attorn to such purchaser whether arising before or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salesubletting. B. Lessee acknowledges that Lessor has relied both 9.5 Tenant shall reimburse Landlord on the business experience demand for all costs, expenses, and creditworthiness of Lessee and upon the particular purposes for which Lessee intends attorneys fees, incurred by Landlord in reviewing any proposal by Tenant to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey assign this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any portion of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessorpremises. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:

Assignment/Subletting. A. Lessor shall have the right to sell, convey 4.01 Neither Tenant nor Tenant’s legal representatives or mortgage all, but not less than all, of the Properties or to assign its right, title and successors in interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise, shall assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance, except to the extent otherwise permitted by the express terms located elsewhere in this Article. The transfer of a majority of the issued and outstanding capital stock of any corporate tenant or sublessee of this Lease or a majority of the total interest in any partnership tenant or sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant after notice and the expiration of any applicable cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting to the extent required under this Article. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within thirty (30) days after Tenant has actual notice thereof, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. 4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall first submit in writing to Landlord the documents described in Section 4.06 hereof, and shall offer in writing (“Tenant’s Recapture Offer”), (i) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of moneys or other consideration therefor and with a release by Landlord of Tenant from any obligations under the Lease accruing after the effective date of such assignment; or, (ii) no Subject Transfer shall occurwith respect to a prospective subletting of all or any lesser portion of the Premises for all or substantially all of the remainder of the Term, to terminate this Lease as to the portion of the Premises involved (the “Leaseback Area”); or (iii) no interest in Lessee with respect to a prospective subletting of all or any lesser portion of the Guarantors Premises for less than all or substantially all of the remainder of the Term, to sublet to Landlord the Leaseback Area for the term specified by Tenant in its Term Sheet, as defined in Section 4.06, below, and at the rate of Fixed Annual Rent and Additional Rent, and otherwise on the same terms, covenants and conditions (including provisions relating to escalation rents), as are contained in the Term Sheet and herein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be pledgedin no event earlier than thirty (30) days nor later than one hundred eighty (180) days following the acceptance of Tenant’s Recapture Offer (the “Recapture Date”). Landlord shall have a period of thirty (30) days from the receipt of such Tenant’s Recapture Offer to either accept or reject Tenant’s Recapture Offer by means of assignment, encumberedsubletting or termination, hypothecated as the case may be. 4.03 If Landlord exercises its option to terminate this Lease as to the Leaseback Area, then (i) the Term for the Leaseback Area shall end on the date that such sublet was to become effective or assigned as collateral for any obligation of any commence, and (ii) Tenant shall surrender to Landlord and vacate the Leaseback Area in accordance with the terms and conditions of the Lessee Entities; Term Sheet, (iii) the Fixed Annual Rent and Additional Rent due hereunder shall be paid and apportioned to such date, and (iv) Lessee Landlord shall not sublet be free to lease the Leaseback Area (or any portion thereof) to any individual or entity including, without limitation, Tenant’s proposed assignee or subtenant. 4.04 If Landlord shall accept Tenant’s Recapture Offer as to a subletting or assignment to Landlord, Tenant shall then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord’s counsel and Tenant’s counsel. If a sublease is so made to Landlord, or to anyone designated or named by Landlord, it shall expressly: (i) permit Landlord to make further subleases of all or any part of the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in such space as necessary, and Tenant shall have no obligation to remove any of same or to restore the Properties. It is expressly agreed Premises with respect thereto on the Expiration Date or earlier termination of this Lease; (ii) provide that Lessor Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area; (iii) negate any intention that the estate created under such sublease be merged with any other estate held by either of the parties; (iv) provide that Landlord shall accept the Leaseback Area “as is” except that Landlord, at Tenant’s expense, shall perform all such work and make all such alterations as may withhold be required physically to separate the Leaseback Area from the remainder of the Premises and to permit lawful occupancy, it being intended that Tenant shall have no other cost or condition expense in connection with the subletting of the Leaseback Area; (v) provide that at the expiration of the term of such consent based upon such matters as Lessor may sublease Tenant will accept the Leaseback Area in its reasonable discretion determinethen existing condition, provided that such condition is suitable for normal office use and subject to the obligations of Landlord to make such repairs thereto as may be necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted. 4.05 Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Area during the period of time it is so sublet, except for Fixed Annual Rent and Additional Rent, if any, due under the within Lease, which are in excess of the rents and additional sums due under such sublease. Subject to the foregoing, performance by Landlord, or its designee, under a sublease of the Leaseback Area shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease. 4.06 If Tenant requests Landlord’s consent to a specific assignment or subletting, it shall submit in writing to Landlord with respect to each such prospective assignment or subletting (i) a fully negotiated, term sheet agreed to by both Tenant and the proposed assignee or sublessee, as the case may be, containing all of the material terms and conditions of the proposed assignment or sublease including, without limitation, the experience name and creditworthiness address of the proposed assignee or sublessee and reasonably satisfactory information as to the nature and character of the business of the proposed assignee or sublessee and the nature of its proposed use of the space (the “Term Sheet”), and (ii) banking, financial or other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or sublessee. 4.07 If Landlord shall not have accepted Tenant’s Recapture Offer and Landlord shall not have terminated this Lease, as provided for in Section 4.02 hereof, then Landlord shall respond to Tenant’s request for consent to a specific assignment or subletting within the same thirty (30) days after receipt of Tenant’s Recapture Offer as set forth in Section 4.02, above, and will not unreasonably withhold its consent to Tenant’s request for consent to such specific assignment or subletting for the use permitted under this Lease, provided that: (i) The Premises shall not, without Landlord’s prior consent, have been publicly advertised for assignment or subletting at a rental rate lower than the higher of (a) the Fixed Annual Rent and all Additional Rent then payable, or (b) the then prevailing rental rate for other space in the Building; (ii) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Premises, in a manner consistent with the permitted use and in keeping with the standards of the Building; (iii) The proposed assignee or subtenant shall not then be a tenant, subtenant, assignee or occupant of any assigneespace in the Building, nor shall the proposed assignee or subtenant be a person or entity who has dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to space in the Building during the four (4) months immediately preceding Tenant’s request for Landlord’s consent; (iv) The character of the business to be conducted in the Premises by the proposed assignee or subtenant shall not be likely to increase operating expenses or the burden on existing cleaning services, elevators or other services and/or systems of the Building; (v) In case of a subletting, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer subtenant shall be expressly subject to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations Tenant under this Lease and the Guaranty, further condition and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming restriction that such assumption will occur sublease shall not be assigned, encumbered or otherwise transferred or the Premises further sublet by operation the subtenant in whole or in part, or any part thereof suffered or permitted by the subtenant to be used or occupied by others, without the prior written consent of law) all obligations Landlord in each instance, except that Landlord’s consent shall not be required for transfers by a sublessee in the nature of Lessee under this Lease or Guarantors under the Guarantythose described in Section 4.12, as applicable; below (iv) after giving effect in such instances, references therein to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities “Tenant” shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect be deemed to such Subject Transfer of at least equal refer to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition"“subtenant”) (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) No subletting shall end later than one (1) day before the Lessee Entities, including Expiration Date nor shall any surviving entity as subletting be for a result term of such Subject Transfer and/or successor of Lessee or any of less than two (2) years unless it is a sublease for the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transferentire Premises; (vii) if and At no time shall there be more than three (3) occupants, including Tenant, in the Premises (it being agreed that Related Entities, as defined in Section 4.13, below, shall not be deemed to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation be occupants of the rating agencies which have issued ratings Premises for purposes hereof so long as the portion of the Premises used or occupied from them is not separately demised from the remainder of the Premises and has no separate means of ingress to and egress from the public corridors of the Building); (viii) Tenant shall reimburse Landlord on demand for any actual, out-of-pocket costs, including attorneys’ fees and disbursements, that may be incurred by Landlord in connection with such Securitization that such Subject Transfer will said assignment or sublease; (ix) The character of the business to be conducted in the Premises by the proposed assignee or subtenant shall not cause require any alterations, installations, improvements, additions or other physical changes to be performed, or made to, any portion of such rating agencies to downgrade, modify, withdraw the Building or qualify any of such ratings (the "Rating Agency Condition")Real Property other than the Premises; and (viiix) Lessee The proposed assignee or subtenant shall have not be any entity which is entitled to diplomatic or sovereign immunity or which is not subject to service of process in the State of New York or to the jurisdiction of the courts of the State of New York and the United States located in New York County. 4.08 Any consent of Landlord under this Article shall be subject to the terms of this Article and conditioned upon there being no default by Tenant, after notice and beyond any applicable cure periods, under any of the terms, covenants and conditions of this Lease at the time that Landlord’s consent to any such subletting or assignment is requested and on the date of the commencement of the term of any proposed sublease or the effective date of any proposed assignment. Tenant acknowledges and agrees that no assignment or subletting shall be effective unless and until Tenant, upon receiving any necessary Landlord’s written consent (and unless it was theretofore delivered to Lessor Landlord) causes a certification duly executed copy of the sublease or assignment to be delivered to Landlord within ten (10) days after execution thereof. Any such sublease shall provide that the sublessee shall not violate, or create a default under, the applicable terms and conditions of this Lease to be performed by the Tenant hereunder. Any such assignment of this Lease shall contain an assumption by the assignee of all of the terms, covenants and conditions of this Lease to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated performed by the preceding sentence, Lessor agrees that Tenant from and after the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:effective date thereof.

Assignment/Subletting. A. Lessor (a) Lessee shall not have the right to sellsublet or transfer (by assignment, convey or in any other manner (hereinafter referred to as sublet)) this Lease, or mortgage all, but not less than all, or otherwise encumber the leasehold interest of Lessee without first giving Lessor a written request for such transfer and without first obtaining in each and every instance the previous written consent of the Properties Lessor. Any assignment or hypothecation of the Demised Premises without the written consent of Lessor, shall be null and void. In no event shall Lessee be released from any liability hereunder. (b) In the event that Lessee desires to assign sublet the Demised Premises, in whole or in part, Lessee shall notify Lessor of its rightintention to do so. Lessor shall have thirty (30) days from the receipt of said notice to cancel this Lease, title in which event Lessor shall notify Lessee, and interest as Lessor under this Lease shall terminate as of the ninetieth (90th) day following Lessee’s notice to Lessor and Lessee shall be relieved of any further liability hereunder. Subject to the terms of paragraph (e) herein, in wholethe event Lessee serves such notice of its intention to sublet upon Lessor and Lessor does not exercise its said option to cancel within said 30-day period and there are no other conditions that might prevent a sublet, but not Lessee may then solicit sublet proposals for the Demised Premises, in whole or in part; provided, at the then current market rental rate, for Lessor’s approval. (c) Market rental shall be defined as mutually agreed between Lessor and Lessee. If Lessor and Lessee cannot agree on the definition of market rental, then the market rental shall be set by an M.A.I. licensed real estate appraiser acceptable to both Lessor and Lessee. (d) Upon submission to Lessor by Lessee of a Sublet Agreement for the Demised Premises, in whole or in part, (said Agreement being subject to the Lessor’s written approval, mortgagee’s written approval, and this underlying Lease) executed by and between the Sublessor (and assigns) and Sublessee, Lessor may again at Lessor’s sole option, elect to terminate this Lease as of the effective date of the proposed transfer or sublet by giving Lessee written notice thereof within ten (10) days of Lessee’s submission of said Sublet Agreement to Lessor. In the event that Lessor so elects to terminate this Lease, the same will terminate and Lessee shall be released from liability hereunder for the balance of the Term of this Lease. In the event that Lessor does not notify Lessee within said ten (10) day period of Lessor’s intent to terminate this Lease, then Lessee may enter into such Sublet Agreement with subtenant. In no event, however, shall Lessee be permitted to sublet the prohibition on Lessor's right to sell, convey or mortgage Demised Premises at a rental rate less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereofthen current market rental. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Sublet only Lessor's obligations ’s right to terminate this Lease under this LeaseArticle shall apply only to that portion of the Demised Premises being Sublet Bldg 100 032400 Final (e) Notwithstanding anything contained herein to the contrary, Lessee shall attorn have the right (which shall not be subject to Lessor’s right of termination) to sublet up to 75 % of the Demised Premises. Such right is subject to the following: That Lessee is not in default under the terms and conditions of the Lease or if Lessee’s is in a non monetary default and is diligently prosecuting to cure such purchaser or assignee and Lessor non monetary default within 90 days of such default, Lessee may Sublet.; and, That such Sublet is not more than 85% of the term of the Lease; and, Lender’s right of approval. All Sublets shall be relieved, subject to Lessor’s right to recapture of 50 % of any profit derived from and after the date of such transfer or conveyance, of liability Sublet by Lessee. Profit for the performance purpose of any obligation this paragraph shall mean the excess of the net rent paid under the Sublet over the net rent paid by Lessee, less brokerage, Lessee’s reasonable attorney’s fees and construction costs related to the Sublet amortized over the life of the Sublet. Such Profit shall be paid to Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleas additional rent over the term of the Sublet. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (if) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors Nothing contained herein shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation construed to release Lessee of any of its obligations under the Lessee Entities; terms and (iv) Lessee shall not sublet all or any part of any conditions of the Properties. It Lease. (g) Where Lessor’s consent is expressly agreed that Lessor may withhold or condition required per this Article, such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:unreasonably withheld.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: Landlord (i) Lessee which consent Landlord shall not assignunreasonably withhold, transfer condition or convey delay, due consideration being given to the experience of the proposed assignee or subtenant in the conduct of businesses permitted by this Lease and also to the financial stature of such proposed assignee or any subtenant), neither Tenant, nor Tenant’s legal representatives or successors in interest thereinshall assign this Lease, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee , or any of sublet the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all whole or any part of the Leased Premises; and no assignment shall in any of the Propertiesway release Tenant from its primary obligations to Landlord, or limit or otherwise reduce its liability to Landlord. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without Without limitation, the experience term “assign” as used herein, shall include: (i) an assignment of a part interest in this Lease or a part interest in the Premises; and creditworthiness (ii) any merger, consolidation, transfer (singly or in combination) of shares or interests constituting more than half of the total shares or interests outstanding or any assignee, other transaction the assumption by any assignee effect of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the which is directly or indirectly to transfer to any assignee of all necessary licenses and franchises to continue operating third party the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment benefits of this Lease which is approved by LessorLease, unless the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease successor would have an equal or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, greater net worth than Tenant in which case, Lessor shall be entitled to receive case such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer transfer shall not be required if each included in the term “assign”. Landlord shall consent to Tenant’s assignment of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing its rights under this Lease Lease: (a) to a wholly owned subsidiary of Tenant; or (b) as security in favor of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) any bank or lending institution to secure any loan or other financial accommodation by such bank or lending institution to Tenant, provided that such assignment shall not encumber, and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactionsshall remain subordinate to, the Lessee Entities, including any surviving entity as a result interest of Landlord or Landlord’s mortgagee in the Leased Premises and that such Subject Transfer and/or successor collateral assignment shall be consistent with the terms of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the GuarantyLease, and any provided, further, that Landlord and such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received mortgagee shall enter into a satisfactory opinion of counsel confirming written agreement to that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoingeffect, in the event that Lessee is unable form reasonably satisfactory to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Landlord.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee Tenant shall not assign, transfer mortgage, pledge or convey encumber this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not nor sublet all or any part of the Premises without obtaining on each such occasion Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the term of any such sublease does not extend beyond the Term of the PropertiesLease. It If with such consent, there is expressly agreed that Lessor may withhold any sublease of all or condition such consent based upon such matters as Lessor may in its reasonable discretion determineany part of the Premise, including, without limitation, Tenant shall pay Landlord (i) the experience and creditworthiness of amount by which any assignee, the assumption rent or other consideration paid to Tenant by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, subtenant exceeds the transfer to any assignee of all necessary licenses amounts (including base rent and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease Additional Rent) which Tenant is approved by Lessor, the assignee shall assume all of the obligations of Lessee paying Landlord under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.Bthis Lease, Lessor's and (ii) any other profit or gain realized by Tenant from such subletting. All sums payable hereunder by Tenant shall be paid to Landlord as Additional Rent immediately upon the receipt thereof by Tenant. The foregoing notwithstanding, the consent to a Subject Transfer of Landlord shall not be required if each of Tenant assigns or transfers the following conditions are satisfiedTenant's interest: (ia) no Event of Default shall have occurred and be continuing under this Lease as in connection with any merger, consolidation, reorganization or other corporate restructuring of the date on which Lessee gives the Subject Transfer Notice Tenant; or (as hereinafter definedb) and as in connection with any sale of all or substantially all of the date on which such Subject Transfer is consummated;stock or assets of the Tenant (and, Tenant shall be released from its liability under the Lease upon an assumption of the Lease by any successor to the Tenant who acquires all or substantially all of the Tenant's stock or assets); or (iic) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any affiliate of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date Tenant (i.e., exclusive of any negative Net Income for entity controlling, controlled by, or under common control with, directly or indirectly); provided that in any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactionscase, the Lessee Entities successor shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined net worth equal to or greater than Tenant as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject TransferAugust 31, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities1999, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfiedreasonable accounting adjustments. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:-11-

Assignment/Subletting. A. Lessor shall have the right to sell, convey Tenant will not assign or mortgage all, but not less than all, transfer this Agreement or sublet all or any portion of the Properties or to assign its right, title and interest as Lessor under Site in contravention of this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without Agreement without the prior written consent of Lessor and except as Owner, which consent will not be unreasonably withheld, delayed or conditioned. However, tenant may assign without the Owner's prior written consent to any party controlling, controlled by or under common control with Tenant provided below: (i) Lessee shall not assignthat the assuming party has comparable credit quality to that of Tenant. An assignment, transfer or convey sublet by Tenant as described above will not relieve Tenant of any obligations or liability hereunder. Tenant may, upon notice to Owner, mortgage or grant a security interest in this Lease Agreement and the Equipment and may assign this Agreement and the Equipment to any such Secured Parties or holders of security interests including their successors and assigns (hereinafter collectively referred to as "Secured Parties"). In such event, Owner shall execute such consent to leasehold financing as may reasonably be required by Secured Parties. Owner agrees to notify Tenant and Tenant's Secured Parties simultaneously of any interest thereindefault by Tenant and to give Secured Parties the same right to cure any default as Tenant except that the cure period for any Secured Party shall not be less than 10 business days after the receipt of the default notice. Tenant may assign this Agreement without the consent of Owner to an affiliate of Tenant or to an entity which acquires Tenant's communications license from the Federal Communications Commission. In the event an assignment occurs as stated herein, whether the assuming party must have comparable credit quality to that of Tenant. If a termination, disaffirmance or rejection of the Agreement pursuant to any laws (including any bankruptcy or insolvency laws) by operation of law or otherwise; (ii) no Subject Transfer Tenant shall occur; (iii) no interest in Lessee , or any of the Guarantors if Owner shall be pledged, encumbered, hypothecated or assigned as collateral terminate this Agreement for any obligation of reason, Owner shall terminate this Agreement for any of reason, Owner will give to the Lessee Entities; Secured Parties prompt notice thereof and (iv) Lessee shall not sublet all or any part of any of Owner will give the Properties. It is expressly agreed that Lessor may withhold or condition such consent based Secured Parties the right to enter upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, Site during a 30-day period commencing upon the assumption by any assignee of all of LesseeSecured Party's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from notice for the purpose of removing any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kindEquipment. At Owner acknowledges that the time of any assignment Secured Parties shall be third-party beneficiaries of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of LessorAgreement. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:

Assignment/Subletting. A. Lessor shall have the right to sell, sell or convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and the Permitted Sublessees and upon the particular purposes for which Lessee intends and the Permitted Sublessees intend to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided belowbelow and for the Permitted Subleases: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors Guarantor shall be pledgedassigned, encumberedtransferred, hypothecated conveyed, pledged or assigned as collateral for any obligation mortgaged, whether by operation of law or otherwise, including, without limitation, a dissolution of Lessee or Guarantor or a transfer of any of the voting stock of Lessee Entitiesor Guarantor other than trades of Lessee's or Guarantor's common stock on a nationally recognized stock market or transfers of common stock of Guarantor in connection with a going private transaction so long as immediately following the transaction, ▇▇▇▇▇ ▇▇▇▇▇▇▇ directly or indirectly continues to control at least 51% of the outstanding voting capital stock of Parent (as defined below) and Parent continues to own at least 51% of the outstanding voting capital stock of Guarantor; and (iviii) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, payment to Lessor of any rentals owing under a sublease which are in excess of the rentals owing hereunder, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuingLease. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions foregoing, Lessee shall have the right to sublease any of Section 26.Bthe Properties, Lessor's without the prior written consent to a Subject Transfer shall not be required of Lessor or Lender, if each of the following conditions are satisfied: (i1) no Event of Default shall have occurred and be continuing under this Lease as of the effective date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummatedsublease; (ii2) after giving effect any such sublease shall be subordinate to this Lease and the Mortgage corresponding to the Property to which such sublease relates; (3) Lessee shall remain liable under this Lease notwithstanding such sublease; and (4) the Properties subject to such Subject Transfer, whether subleases shall be used as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, Permitted Facilities and shall have a consolidated net worth determined otherwise be operated and maintained in accordance with GAAP the terms and conditions of this Lease. D. Notwithstanding the foregoing, if the voting capital stock of Guarantor is no longer publicly traded: (i) Uno Restaurant Holdings Corporation, a Delaware corporation, or such other Person that acquires all the voting capital stock of Guarantor in a transaction making Guarantor a privately held company ("Parent") may transfer so much of its capital stock in Guarantor for so long as Parent continues to own 51% or more of the outstanding voting capital stock of Guarantor; and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ may transfer so much of his capital stock in Parent for so long as he continues to own 51% or more of the outstanding voting capital stock of Parent (such 51% ownership interest, in each case the "Threshold Amount"). Neither Parent nor ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall transfer any voting capital stock in Guarantor or Parent, respectively, resulting in Parent or ▇▇▇▇▇ ▇▇▇▇▇▇▇ owning voting capital stock in Guarantor or Parent, respectively, in an amount less than the Threshold Amount (each, an "Excess Threshold Transfer") without Lessor's and Lender's prior written consent, which consent shall not be unreasonably withheld if: (i) no Event of Default then exists and is continuing; and (ii) if an Excess Threshold Transfer occurs prior to the third anniversary of the Effective Date, Lessee provides Lessor with written reasonable evidence that following the Excess Threshold Transfer the following individuals will maintain their respective positions as officers of Guarantor for a period of not less than one year after the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter date of the Lessee Entities ending Excess Threshold Transfer: (a) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as President and CEO, (b) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Executive Vice President and Chief Financial Officer, and (c) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Executive Vice President and Chief Operating Officer. Regardless of when an Excess Threshold Transfer occurs, from and after the Effective Date (i.e., exclusive occurrence of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject an Excess Threshold Transfer, whether as Lessee shall cause Guarantor and Parent to maintain a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio ConditionRatio" (as defined below) of not less than 1.20 to 1. The term ") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or Ratio" shall mean with respect to the Rating Agency Conditiontwelve month period of time immediately preceding the end of each fiscal quarter of Guarantor and Parent (each, a "12 Month Period"), the ratio calculated for such conditions period of time, each as determined in accordance with GAAP, of (a) the sum of Net Income, Depreciation and Amortization, Interest Expense and Operating Lease Expense, to (b) the sum of Operating Lease Expense, scheduled principal payments of long term Debt, scheduled maturities of all Capital Leases and Interest Expense. Notwithstanding the foregoing to the contrary, a transfer of capital stock by: (i) ▇▇▇▇▇ ▇▇▇▇▇▇▇ to a family trust or other estate planning entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and in which ▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ family members are beneficiaries, (ii) the estate of ▇▇▇▇▇ ▇▇▇▇▇▇▇ to family members, a family trust or other family-owned estate planning entity or (iii) transfers by family members, a family trust or other family-owned estate planning entity among themselves, shall not be deemed an Excess Threshold Transfer and such capital stock held by a family member, in a family trust or another family-owned estate planning entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and in which ▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ family members are beneficiaries shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable be owned by Lessor to Lender as a result ▇▇▇▇▇ ▇▇▇▇▇▇▇ for purposes of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) this Section 26.D. For purposes of this Section 26.C26.D, the following terms shall be defined as set forth below:

Assignment/Subletting. A. Lessor Tenant shall have not assign this Lease, or sublet or license the right to sellPremises or any portion thereof, convey or mortgage all, but not less than all, permit the occupancy of all or any portion of the Properties Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as "Transfers" and all or any of assignees, subtenants, licensees, and other such parties are referred to as "Transferees") without obtaining, on each occasion, the prior consent of the Landlord, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of the Landlord and without any termination right of the Landlord being applicable thereto, (i) to any corporation or other entity into or with which Tenant may be merged or consolidated or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right any corporation or entity to sell, convey which all or mortgage less than substantially all of the Properties Tenant's assets will be transferred, or (ii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the surviving corporation or entity shall not restrict Lessor's right to convey Properties to Lessee pursuant provide reasonable evidence that it has a creditworthiness at least equal to the provisions greater of Sections 21.B, 23.A(ix), 57 or 58 hereof. In (i) the event net worth of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all Tenant as of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyancecorporate transaction, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed shall agree in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated Landlord to be bound by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the terms and conditions of this Lease (all of the foregoing being referred to such Subject Transfer set forth as a "Permitted Transfer"). If Landlord or a Landlord affiliate either is then marketing or in this Section 26.C have been satisfied. Notwithstanding the foregoing, good faith expects to market any space in the event that Lessee is unable to satisfy the Net Worth Condition▇▇▇▇▇ ▇▇▇▇▇ Office Park for lease, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall which might reasonably be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:viewed as

Assignment/Subletting. A. Lessor Tenant shall not, without Landlord’s prior written consent, which in each instance shall not be unreasonably withheld, conditioned or delayed: (i) assign, transfer, hypothecate, mortgage, encumber, or convey, or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it; (ii) allow any transfer of, or any lien upon, Tenant’s interest in this Lease by operation of law; (iii) sublet the Premises in whole or in part or (iv) allow the use or occupancy of any portion of the Premises for a use other than the Use or by anyone other than Tenant or Tenant’s employees, contractors, subcontractors or consultants. Tenant shall have the right to sell, convey sublet or mortgage all, but not less than all, assign all or any portion of the Properties Premises to any related entity or affiliate of Tenant, by merger, acquisition, consolidation, or any successor company, without Landlord’s approval or consent. Tenant shall provide written notice of any such assignment or sublease. Notwithstanding the foregoing, should any provision, rule or law governing Landlord’s consent to assign its righta sublease or assignment require Landlord to exercise reason in the consideration of the granting or denying of consent, title Landlord may take into consideration the business activity, reputation and interest as Lessor under this Lease creditworthiness of the proposed subtenant or assignee; any required alteration of the Premises: the intended use of the Premises by the proposed subtenant or assignee; the estimated pedestrian and vehicular traffic in whole, but not the Premises and to the Building which would be generated by the proposed subtenant or assignee; any potential environmentally hazardous activities engaged in partby the proposed subtenant or assignee; providedprovided further, however, that if Landlord does not consent to a sublease or assignment to any subtenant or assignee which is a governmental agency, which is a present tenant in the prohibition on Lessor's right to sellBuilding, convey or mortgage less than all of with whom Landlord or its agents has discussed tenancy within the Properties Building, same shall not restrict Lessor's right be deemed to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleunreasonable. B. Lessee acknowledges that Lessor has relied both on If Tenant shall, with Landlord’s prior consent as herein required, sublet the business experience and creditworthiness of Lessee and upon Premises, an amount equal to half the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are rental in excess of the rentals owing hereunder may Rent and any Additional Rent herein (after subtracting all sublease transaction costs) provided to be retained by Lessee unless an Event of Default has occurredpaid, in which case, Lessor shall be entitled to receive such excess rentals applicable to for the period during which such Event benefit of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section Landlord and shall be voidable at the sole option of Lessorpaid to Landlord promptly when due under any such subletting as Additional Rent. C. Notwithstanding If Tenant is an entity whose ownership is not publicly held, and if during the provisions of Section 26.BTerm, Lessor's consent to a Subject Transfer shall not be required if each the ownership of the following conditions are satisfied: control of Tenant changes, Tenant shall notify Landlord of such change within five (i5) no Event of Default shall have occurred and be continuing under this Lease days thereof. The term “control” as used herein means the power to directly or indirectly direct or cause the direction of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as management or policies of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction Tenant. A change or as a series of transactions, changes in ownership of stock which would result in direct or indirect change in ownership by the Lessee Entities, including any surviving entity as a result stockholders or an affiliated group or stockholders of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, outstanding stock shall not be released considered a change of control. A change in ownership resulting from any an initial public offering of their respective obligations under the shares of Tenant shall not be considered a change of control. D. Tenant shall, by notice in writing, advise Landlord of its intention from, on and after a stated date (which shall not be less than sixty (60) days after the date of the giving of Tenant’s notice to Landlord) to assign this Lease or sublet any part or all of the Premises for the balance or any part of the Term, and, in such event, Landlord shall have the right, to be exercised by giving written notice to Tenant within fifteen (15) days after receipt of Tenant’s notice, to terminate this Lease with respect to the space described in Tenant’s notice as of the date stated in Tenant’s notice for the commencement of the proposed assignment or sublease. Tenant’s notice shall include the name and address of the Guarantyproposed assignee or subtenant, a true and complete copy of the proposed assignment or sublease, and sufficient information as Landlord deems necessary to allow Landlord to determine the financial responsibility and character of the proposed assignee or subtenant. If Tenant’s notice covers all of the Premises and if Landlord exercises its right to terminate this Lease with respect to such space, then the Term of this Lease shall expire and end on the date stated in Tenant’s notice for the commencement of the proposed assignment or sublease as fully and completely as if that date had been the Expiration Date. If, however, Tenant’s notice covers less than all of the Premises, and if Landlord exercises its right to terminate this Lease with respect to such space described in Tenant’s notice then as of the date stated in Tenant’s notice for the commencement of the proposed sublease, the Rent and Tenant’s Proportion as defined herein shall be adjusted on the basis of the number of rentable square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. E. Landlord’s consent to any such surviving entity assignment or successor entity, as applicable, has assumed in writing or by operation subletting shall not release Tenant of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee liability under this Lease or Guarantors under the Guarantypermit any subsequent prohibited act, as applicable; (iv) after giving effect unless specifically provided in such written consent. Tenant agrees to such Subject Transferpay to Landlord, whether as a single transaction or as a series of transactionson demand, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multiall reasonable third- party out-unit casual dining restaurant concept with the same or greater number of units as are operated of-pocket costs actually incurred by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings Landlord in connection with such Securitization that such Subject Transfer will not cause any request by Tenant of such rating agencies Landlord in connection with any consent to downgrade, modify, withdraw any assignment or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable subletting by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Tenant.

Assignment/Subletting. A. Lessor shall (a) During the Original Lease Term, the Lessee shall, subject to the provisions of Section 7(h) of this Lease Agreement, have the right to sellassign this Lease Agreement or sublease the Premises to the State, convey or mortgage all, but not less than all, any political subdivision of the Properties State, any municipal corporation or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all any agency of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without State with the prior written consent of the Lessor (which consent shall not be unreasonably withheld) and except the approval of any insurer of the Bonds related to the financing of the Premises so long as the Premises is used in the same manner as provided below: in Section 7(a) hereof. In addition, so long as the Premises is used in the same manner as provided in Section 7(a) hereof, the Lessee may enter into long term leases (leases greater than thirty (30) days including all renewal options) with any private entity (including the federal government, not-for-profit corporations, etc.). Any such long-term lease shall be subject to the approval of the Lessor, which approval shall not be unreasonably withheld. Moreover, in the case of any such long-term lease (i) Lessee shall not assignthat exceeds, transfer in space rented under such long-term lease, two percent (2%) of the Rentable Square Feet of Office Space and Parking Space or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer that, as of the effective date of such long-term lease, will cause the total space rented to all such private entities under long- term leases to exceed two percent (2%) of the Rentable Square Feet of Office Space and Parking Space, such long-term lease also shall occur; be subject to receipt by the Lessor and the Lessee of a favorable opinion from a nationally recognized bond counsel mutually selected by the Lessor and the Lessee to the effect that such lease(s) will not adversely affect the exclusion of the interest paid on the Bonds for federal income tax purposes. Within fifteen (iii15) no interest days of the receipt of such written request, the Lessor shall notify the Lessee of any additional information it will require prior to the delivery of its response required hereunder. The Lessee agrees to provide or cause to be provided any and all information requested by the Lessor with respect to any assignee of this Lease Agreement in Lessee connection with the Lessee’s request to assign this Lease Agreement or any sublessee of the Guarantors Premises in connection with the Lessee’s request to sublease the Premises. Approval of any assignment or sublease shall be pledged, encumbered, hypothecated given or assigned as collateral for any obligation denied within thirty (30) days of any Lessor’s receipt of such additional information (or thirty (30) days after receipt of the Lessee’s written request if no additional information is requested by the Lessor). The failure of the Lessor to reject the Lessee’s written request under this Section 16(a) within thirty (30) days of the receipt of such additional information (or thirty (30) days after receipt of the Lessee’s written request if no additional information is requested by the Lessor) shall be conclusively deemed to be consent to such assignment or sub lease. Any sublessee of the Lessee Entities; hereunder may not sublease the Premises to any other sublessee. All costs incurred by the Lessor and (iv) the Lessee shall not sublet all in connection with any assignment of this Lease Agreement or any part of any the sublease of the Properties. It is expressly agreed that Lessor may withhold Premises shall be paid by the Lessee prior to the effective date of such assignment or condition such consent based upon such matters as Lessor may in its reasonable discretion determinesublease, including, without limitation, costs, fees and expenses in obtaining an opinion of bond counsel which the experience Lessor deems reasonably necessary to assure that the interest with respect to the Bonds will not be includable in gross income of the owners thereof for federal income tax purposes. Notwithstanding anything herein to the contrary, in the event the Premises are subleased or this Lease Agreement is assigned as provided in this Section, the Lessee shall, unless otherwise agreed to in writing, remain solely responsible for all Rental Payments due hereunder and creditworthiness the Lessor shall have no obligation to accept any Rental Payments from any sublessee or assignee hereunder. (b) At any time after the Original Lease Termination Date and the payment in full of the Bonds, the Lessee shall have the right to assign this Lease Agreement or sublease the Premises with the prior written consent of the Lessor (which consent shall not be unreasonably withheld) so long as the Premises is used in the same manner as provided in Section 7(a) hereof. Approval of any assigneeassignment or sublease shall be given or denied within thirty (30) days of ▇▇▇▇▇▇’s written request therefor. Within fifteen (15) days of the receipt of such written request, the assumption Lessor shall notify the Lessee of any additional information it will require prior to the delivery of its response required hereunder. The Lessee agrees to provide or cause to be provided any and all information requested by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer Lessor with respect to any assignee of all necessary licenses and franchises this Lease Agreement in connection with the Lessee’s request to continue operating assign this Lease Agreement or any sublessee of the Properties for Premises in connection with the purposes herein provided, Lessee’s request to sublease the Premises. The failure of the Lessor to reject the Lessee’s written request under this Section 16(b) within thirty (30) days of the receipt of such representations additional information (or thirty (30) days after receipt of the Lessee’s written request if no additional information is requested by the Lessor) shall be conclusively deemed to be consent to such assignment or sublease. All costs incurred by the Lessor and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar the Lessee in kind. At the time of connection with any assignment of this Lease which is approved by Lessor, the assignee shall assume all Agreement or sublease of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor Premises shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated paid by the Lessee Entities immediately on or prior to the consummation effective date of such Subject Transfer; (vii) if and assignment or sublease. Notwithstanding anything herein to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoingcontrary, in the event that Lessee the Premises are subleased or this Lease Agreement is unable to satisfy the Net Worth Conditionassigned as provided in this Section, the Corporate Fixed Charge Coverage Ratio Condition and/or Lessee shall, unless otherwise agreed to in writ ing, remain solely responsible for all Rental Payments due hereunder and the Rating Agency Condition, such conditions Lessor shall be deemed satisfied if Lessee shall (1) pay have no obligation to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly accept any Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Payments from any sublessee or assignee hereunder.

Assignment/Subletting. A. Lessor shall have the right to sell12.01 Tenant will not assign, convey transfer, mortgage or mortgage all, but not less than all, encumber this Lease or sublet all or a portion of the Properties or to assign its rightPremises, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without without obtaining the prior written consent of Lessor and except as provided below: (i) Lessee Landlord which consent shall not assignbe unreasonably withheld, conditioned or delayed in the case of a proposed assignment, transfer or convey subletting and which may be granted or withheld in the sole and absolute discretion of Landlord in all other instances, nor shall any assignment, subletting or transfer of this Lease or any interest therein, whether be effectuated by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any otherwise without the prior written consent of Landlord. Neither the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer Landlord to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section to any party other than Landlord, nor an assignment, transfer or sublease permitted hereunder shall be voidable at construed as a waiver or release of Tenant from the sole option terms of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing any covenant or obligation under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject TransferLease, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for guarantor under any guaranty of Lease provided to Landlord, nor shall the collection or acceptance of Rent from any such fiscal quarter) determined on assignee, transferee, subtenant or occupant constitute a cumulative basis subsequent to the Effective Datewaiver of, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantorsrelease of, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released Tenant from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity covenant or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth obligation contained in this Section 26.C have been satisfiedLease. Notwithstanding the foregoing, in In the event that Lessee is unable Tenant defaults hereunder, Tenant hereby assigns to satisfy Landlord the Net Worth Condition, Rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said Rent directly to Landlord. In no event shall any assignee or subtenant be permitted to change the Corporate Fixed Charge Coverage Ratio Condition and/or Permitted Use of the Rating Agency Condition, such conditions Premises without the express written consent of the Landlord in Landlord’s sole and absolute discretion. It shall be deemed satisfied reasonable for Landlord to withhold its consent to any assignment, subletting or transfer of this Lease if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result proposed use of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning Property shall fail to expressly conform with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of Permitted Use under this Section 26.C, the following terms shall be defined as set forth below:Lease.

Assignment/Subletting. A. Lessor Tenant shall have the right to sellnot sublet, convey assign, transfer, mortgage, pledge, hypothecate or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under encumber this Lease in wholeor any interest herein or any portion hereof, but not in part; providedor permit or suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without the prior written consent of Landlord. Permission is, however, granted Tenant to assign this Lease and/or to sublet the prohibition on Lessor's right Premises, or any part thereof, to sellany subsidiary, convey parent or mortgage less than all affiliate of the Properties shall not restrict Lessor's right Tenant, or any entity to convey Properties which Tenant sells its stock or assets or with which Tenant merges or joins, or any entity to Lessee pursuant to the provisions of Sections 21.Bwhich Tenant converts, 23.A(ix), 57 or 58 hereofupon giving Landlord written notice. In the event of any such sale assignment or assignment other than a security assignmentsubletting, provided Lessee receives written notice that such purchaser or assignee has assumed Tenant shall remain the principal obligor under all covenants of Lessor's obligations under this Lease, Lessee and by accepting any assignment or subletting, an assignee or subtenant shall attorn become bound by and shall perform and shall become entitled to the benefit of all of the conditions and covenants by which Tenant is bound. A consent to any such purchaser assignment, subletting, occupation or assignee and Lessor use by any other entity shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another entity. Any assignment or subletting of the Premises in violation of the provisions of this section shall be relievedvoid. Any subletting or assignment consented to by Landlord shall be evidenced only in writing and in form reasonably acceptable to Landlord and Tenant. Landlord acknowledges and consents to Tenant subletting a portion of the Premises to DNS Publishing, from and after Inc., a Missouri corporation. b. Landlord shall not sell or otherwise transfer the date building or the parking areas, or any part thereof or interest therein, nor assign this Lease, unless, simultaneous with the closing of such the sale, transfer or conveyanceassignment, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assignthe buyer, transfer transferee, assignee or convey this Lease or any other recipient of Landlord's interest therein(collectively, whether by operation of law or otherwise; (iian "ASSIGNEE") no Subject Transfer shall occur; (iii) no interest agrees in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; writing with Landlord and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At Tenant at the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00to assume this Lease, plus (2) fifty (50%) percent to perform all of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective Landlord's obligations under this Lease and (3) acknowledges receipt of the Guaranty, Security Deposit and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee the Assignee and Tenant are contractually bound to each other under this Lease or Guarantors under and (ii), promptly after closing the Guarantytransaction, as applicable; Landlord gives Tenant a copy of the Assignee assumption agreement that contains all parties' original signatures and the Assignee's name and its contact person, address and phone number (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactionscollectively, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio ConditionASSIGNEE ASSUMPTION AGREEMENT") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer . Tenant will not cause have any obligation to pay Base Rent, Additional Rent or other payments to an Assignee until the monthly installment of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (Base Rent that first becomes due after Tenant is given the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Assignee Assumption Agreement.

Assignment/Subletting. A. Lessor (a) Tenant shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided belownot: (i) Lessee assign this Lease without the prior consent of Landlord, which consent shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwisebe unreasonably withheld; (ii) no Subject Transfer shall occurmortgage or encumber Tenant’s interest in this Lease, in whole or in part; or (iii) no interest in Lessee sublet, or any of permit the Guarantors shall be pledgedsubletting of, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all Premises or any part thereof without the prior consent of Landlord, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 13.1, the use of the Premises by any Person “affiliated” (as such term is defined below) with the Tenant or under the “common control” (as such term is defined below) of Comfort, as the case may be, shall not be deemed an assignment of this Lease or a sublet of the Premises. For purposes of this Section 13.1(a), a Person shall be deemed to be an “affiliate” of the Tenant or under the “common control” of Comfort if such Person is a member of a “parent-subsidiary controlled group” or a member of a “brother-sister controlled group” which either Comfort or Tenant, as the case may be, is a member. (b) Notwithstanding the provisions otherwise set forth in this Article 13, neither any reorganization, consolidation and/or restructuring of Tenant nor any sale or transfer of any stock of Tenant shall be deemed an assignment of this Lease or a sublet of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of Premises. (c) In no event shall any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor or any subletting of the Premises release Tenant from any of the Properties liability hereunder. Tenant shall relieve Lessee of its obligations respecting this Lease or Guarantors of pay for any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained and all reasonable out-of-pocket costs incurred by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee EntitiesLandlord, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantorsreasonable attorneys’ fees, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgradeproposed assignment or subletting, modify, withdraw whether consummated or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:not.

Assignment/Subletting. A. Lessor (a) Tenant may do any or all of the following, from time to time, without obtaining Landlord’s consent: (i) assign this Lease or sublet all or a portion of the Premises to: (A) any Affiliate of Tenant; (B) any Person resulting from a merger, consolidation, reorganization, acquisition or private placement involving Tenant or any of its Affiliates, including, without limitation, American Outdoor Brands Corporation and its successors and assigns (“AOB”); (C) any Person purchasing all or a majority of the assets of Tenant, AOB or any division of AOB; or (D) any Person in conjunction with a sale, redemption, hypothecation, conversion, exchange, transfer or similar disposition of all or a majority of the stock of Tenant or AOB; (ii) sublet twenty-five percent (25%) or less of the Premises to any Person; and (iii) grant a license or other right of occupancy to any of Tenant’s Affiliates or any contractor, subcontractor, vendor, supplier or consultant of Tenant or any of its Affiliates allowing it to utilize a portion of the Premises. (b) Except as otherwise expressly provided in Section 14.01(a), Tenant shall have not assign the right Lease or sublet more than twenty-five percent (25%) of the Premises to sellany Person without obtaining Landlord’s prior written approval, convey which approval shall not be unreasonably withheld, qualified or mortgage alldelayed. If Landlord does not notify Tenant, but not less than allin writing, of its specific objections to any proposed assignment of this Lease or subletting of all or a portion of the Properties Premises within thirty (30) days after Tenant requests ▇▇▇▇▇▇▇▇’s approval of the same, in writing, then Landlord shall be deemed to have approved such assignment or subletting. (c) Tenant shall give Landlord written notice of any assignment pursuant to assign its rightthis section that does not require ▇▇▇▇▇▇▇▇’s prior consent. Any assignee of ▇▇▇▇▇▇’s interest in this Lease shall execute and deliver an assignment and assumption agreement, title in writing, whereby such assignee assumes and interest as Lessor agrees to perform and observe all of the covenants and agreements of Tenant under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right first arising and related to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, periods from and after the date of such the assignment. Any sale, assignment, mortgage, or transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation the Premises which is not in compliance with the provisions of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors this section shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation null and void and of any of the Lessee Entities; no force and (iv) Lessee shall not sublet all or any part of any of the Propertieseffect. It is expressly agreed that Lessor may withhold or condition such The consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer Landlord to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, Tenant shall not be construed as relieving Tenant from obtaining the assignee shall assume all express prior written consent of the obligations of Lessee Landlord to any further assignment that requires ▇▇▇▇▇▇▇▇’s consent under this Lease pursuant section. Except to Lessor's standard form the extent expressly provided on Exhibit I, in no event will any assignment of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess subletting of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, Premises result in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be Tenant being released from any of their respective its obligations or liabilities under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Lease.

Assignment/Subletting. A. Lessor shall have the right to sellSection 14.1. Except as expressly provided otherwise in this Article 14, convey or mortgage allTenant, but not less than allfor itself, of the Properties or to assign its rightheirs, title distributees, executors, administrators, legal representatives, successors and interest as Lessor under this Lease in wholeassigns, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties expressly covenants that it shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.Bassign, 23.A(ix), 57 mortgage or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under encumber this Lease, Lessee shall attorn nor underlet all or any portion of the Demised Premises, or suffer or permit the Demised Premises or any part thereof to such purchaser or assignee and Lessor shall be relievedused by others, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without without the prior written consent of Lessor and except as provided below: (i) Lessee Landlord in each instance. The consent by Landlord to an assignment or underletting shall not assign, transfer in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or convey underletting as to which Landlord's consent is required under this Lease Lease. Possession or occupancy of any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any portion of the Guarantors shall be pledged, encumbered, hypothecated Demised Premises by one or assigned as collateral for any obligation more of any of the Lessee Entities; and Tenant's Affiliates (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At pursuant to a written agreement) shall not be deemed or construed to be a sublease hereunder and Tenant shall be permitted to allow, subject to the time of any assignment terms and conditions of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant (but without having to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessorobtain Landlord's consent thereto), Tenant's Affiliates to a Subject Transfer shall not be required if each of occupy the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfiedDemised Premises. Notwithstanding the foregoing, in the event that Lessee is unable case of possession or occupancy of any portion of the Demised Premises by Tenant's Affiliates, any subsequent transaction whereby such occupant shall cease to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions be an Affiliate shall be deemed satisfied if Lessee a sublease requiring Landlord's prior consent pursuant to this Article 14; provided however that Landlord shall not have the rights in, and Tenant shall not be obligated to comply with, the provisions of Section 14.3 hereof (1provided that such subsequent transaction shall be done for a good business purpose and not primarily for the purpose of circumventing compliance with Section 14.3 hereof). The Tenant originally named herein (i.e., Credit Suisse First Boston (USA), Inc.) pay and any successor thereto by merger, consolidation or corporate reorganization or sale of substantially all of its assets, shall be permitted to Lessor allow, subject to the Subject Transfer Rent Prepayment Amount terms and conditions of the Lease (but without having to either obtain Landlord's consent thereto or share any Profits therefrom with Landlord), Tenant's "Business Associates," as hereinafter defined, to occupy portions of the Demised Premises on a temporary basis from time to time (it being agreed that the term "temporary" as used in this Section 14.1 shall mean the duration of the ongoing business or professional relationship), provided that the space occupied by Tenant's Business Associates shall not be separately demised from the Demised Premises. "Business Associates" shall mean professional and (2) pay to Lessor business entities with whom the Prepayment Charges payable by Lessor to Lender as a result named Tenant shall have an ongoing professional or business relationship. Any assignee or subtenant of the payment Tenant originally named herein shall also be permitted to allow, subject to the terms and conditions of the Subject Transfer Rent Prepayment Amount. Upon LesseeLease (but without having to either obtain Landlord's payment consent thereto or share any Profits therefrom with Landlord), its Business Associates to occupy up to fifteen (15%) percent of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by Demised Premises, in the preceding sentencecase of an assignee, Lessor agrees or up to fifteen (15%) percent of the sublet space, in the case of a subtenant, from time to time on a temporary basis provided that the Base Monthly Rental beginning with space occupied by such Business Associates shall not be separately demised from the calendar month immediately following Demised Premises or the month in which such payment is made (orsublet space, if such payment is made on as the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:case may be.

Assignment/Subletting. A. Lessor Tenant, voluntarily or involuntarily, shall not assign this Lease, or sublet, license, or convey the Premises or any portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as "Transfers", and all or any of assignees, transferees, licensees, and other such parties are referred to as "Transferees") without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld conditioned or delayed. Tenant also shall not voluntarily or involuntarily mortgage or encumber the Premises or Tenant's leasehold interest therein (an "Encumbrance") without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed so long as the Encumbrance is being made in connection with a bona fide institution as financing for Tenant's business. Any Transfer or Encumbrance without such consent shall be null and void and of no effect whatsoever. Notwithstanding the provisions of this Section 5.9, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of the Landlord and without any termination right of the Landlord being applicable thereto, (a) to any corporation or other entity into or with which Tenant may be merged or consolidated or to any corporation or entity to which all or substantially all of the Tenant's assets will be transferred, or (b) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the surviving corporation or entity shall provide reasonable evidence that it, along with any guarantor or other party remaining liable under this Lease, has a creditworthiness at least equal to the net worth of Tenant and the guarantor or any other liable party as of the date of such corporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a "Permitted Transfer"). Unless Landlord's consent specifically provides otherwise with respect to a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Transfer to any of the following: (x) a tenant in the Building or any other building in the Complex which is owned or controlled by Landlord (unless, after the request of Tenant, Landlord has informed Tenant that reasonably comparable space in the Building or the Complex is not available and will not become available within the three (3) months after such request); (y) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building or any other building in the Complex which is owned or controlled by Landlord or an affiliate of Landlord (unless, after the request of Tenant, Landlord has informed Tenant that reasonably comparable space in the Building or the Complex is not available and will not become available within the three (3) months after such request); or (z) any party which would be of such type, character or condition as to be inappropriate, in Landlord's reasonable judgment, as a tenant for a first class office building. Tenant shall notify Landlord prior to marketing the Premises or any part thereof for a Transfer. Tenant's request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. Except in the case of a Permitted Transfer pursuant to clause (a) or (b) above, Landlord shall have the option (but not the obligation) to terminate the Lease as to the affected portions of the Premises at no cost to Tenant, with respect to a Transfer of at least of the Rentable Area of the Premises which Tenant proposes effective upon the date of the proposed Transfer and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (30) days after Landlord's receipt of Tenant's request. Tenant, however, shall have the right to sellwithdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. Upon the effective date of Landlord's recapture, convey Tenant shall be released from all subsequently accruing obligations under this Lease with respect to the portion of the Premises recaptured by Landlord. If Tenant does make a Transfer (other than a Permitted Transfer under clause (a) or mortgage all(b) above) hereunder, but not less than alland if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant's costs associated with such Transfer) exceed the sum of the Rent and other charges payable hereunder with respect to the space in question and all third party costs of the Transfer (such as brokerage, legal, and leasehold improvement costs), Tenant shall pay to Landlord, as Additional Rent, of the Properties amount of such excess. Such excess shall be paid on a monthly basis, and all non-recurring costs and payments incurred or collected by Tenant shall be amortized on a straight line basis over the term of the Transfer in calculating the amount of each monthly payment. If the amount of rent and other charges payable under a Transfer is not readily ascertainable, such amount may, at Landlord's option, be deemed to assign its rightequal the fair market rent then obtainable for the space in question. Tenant shall pay to Landlord, title as Additional Rent, Landlord's reasonable legal fees (not to exceed without the approval of Tenant, provided such figure shall be reasonably adjusted for inflation and interest as Lessor under this Lease for unusually complex transactions) and other third-party expenses incurred in wholeconnection with any proposed Transfer or Encumbrance, but not in part; provided, howeverincluding fees for review of documents and investigations of proposed Transferees. Notwithstanding any such Transfer, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties original Tenant named herein shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations remain directly and primarily obligated under this Lease. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), Lessee such Transferee shall attorn be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such purchaser or assignee and Lessor shall be relievedTransferee, from and after the date of such transfer or conveyance, of liability for the performance of Tenant's agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant's liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability and if such Transferee shall fail to do so within ten (10) days after demand, Tenant shall be in default hereunder. Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the provisions of this Section 5.9, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant's covenants hereunder. The consent by Landlord to a particular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any obligation of Lessor further Transfer. Notwithstanding anything to the contrary contained herein, except for obligations or liabilities accrued Tenant shall have the right, without prior approval of Landlord, to utilize such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any portions of the Guarantors Premises as it shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may determine in its sole, reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer judgment to any assignee of all necessary licenses and franchises customers ("Collocation") at no additional rent to continue operating the Properties Tenant for the purposes herein providedpurpose of installing, receipt of such representations operating and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing maintaining computer servers and finances and other matters, whether or related equipment. The Collocation will not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under be considered a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable for purposes hereunder. Subject to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions terms and conditions of Section 26.B5.4, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall designated employees or such customers may have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent access to the Effective DatePremises twenty-four (24) hours per day, plus seven (37) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:days per week.

Assignment/Subletting. A. Lessor (a) Except as otherwise herein expressly permitted, Tenant covenants that it shall have the right to sellnot, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee , assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the Demised Premises or any part thereof to be used by others, except as permitted by Section 3.04 hereof. If this Lease be assigned, whether or not in violation of the Guarantors provisions of this Lease, Landlord may collect rent from the assignee. If the Demised Premises or any part thereof be sublet or be used or occupied by anybody other than Tenant, whether or not in violation of the provisions of this Lease, Landlord may, after default by Tenant and the expiration of Tenant's time to cure such default, collect rent from the undertenant or occupant. In either event, Landlord will apply the net amount collected to the Fixed Rent and additional rents herein reserved, but no such assignment, underletting, occupancy or collection shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation deemed a waiver of any of the Lessee Entities; provisions of this Article 10, or the acceptance of the assignee, undertenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of Tenant's covenants and (iv) Lessee obligations under this Lease. The consent by Landlord to assignment, mortgaging, underletting or use or occupancy by others shall not sublet all or in any part wise be considered to relieve Tenant from obtaining the express written consent of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer Landlord to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein providedother or further assignment, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether mortgaging or underletting or use or occupancy by others not similar in kindexpressly permitted by this Article. At the time of any Any person accepting an assignment of this Lease which is approved shall be deemed to have assumed, all covenants and obligations of Tenant hereunder to be performed, or arising or accruing, on or after the effective date of such assignment and shall be and remain liable jointly and severally with Tenant for the payment of Fixed Rent, additional rent and other charges, and for the due performance of all the terms, covenants, conditions and agreement herein contained on Tenant's part to be performed for the balance of the Term of this Lease. No assignment of this Lease shall release Tenant or any assignee of Tenant of its continuing liability under this Lease. For purposes of this Article 10, (i) the issuance of fifty percent (50%) in interests in Tenant (whether stock, partnership interest or otherwise) to any person or group of related persons, in a single transaction or a series of related transactions over a period of six (6) months, so that after such issuance, such person or group shall have control of Tenant, shall be deemed an assignment of this Lease, (ii) a transfer of fifty percent (50%) or more in interest of Tenant (whether stock, partnership interest or otherwise) by Lessorany party or parties in interest in a single transaction over a period of six (6) months, such that such transferee shall have control of Tenant shall be deemed an assignment of this Lease ("Controlling Equity Transfer"). Notwithstanding the foregoing, for purposes of this Section 10.01, the issuance or transfer of shares or other interests of Tenant shall not include (x) a sale of the stock or other interests of Tenant pursuant to a public offering registered with the Securities Exchange Commission or (y) the trading of the shares of stock or other interests of Tenant on a nationally recognized exchange or "over the counter market" or (z) the transfer of or issuance of stock or other interests to employees of Tenant as part of a compensation or similar arrangement. (b) Tenant may, upon prior notice or prompt notice after the fact to Landlord, but without Landlord's prior written consent: (i) Assign this Lease to a corporation or other business entity (herein sometimes called a "successor") into or with which Tenant shall be merged, or consolidated, or to which substantially all of Tenant's assets may be transferred, provided that the successor shall have assumed, among other obligations and liabilities, all of Tenant's obligations and liabilities under this Lease, by operation of law or appropriate instruments of merger, consolidation or transfer, or be deemed to have assigned this Lease pursuant to a Controlling Equity Transfer, provided that the principal purpose of any such assignment is not the acquisition of Tenant's interest in this Lease. In case of an assignment by merger or consolidation, a true copy of the instrument of merger or consolidation containing the successor's assumption of Tenant's obligations and liabilities, including Tenant's liabilities under this Lease, shall be acceptable to Landlord in lieu of the agreement mentioned in the first sentence of paragraph (i) of this Article. (ii) Assign this Lease to an Affiliate to use the Demised Premises for any of the purposes permitted to Tenant provided that such assignment is made for a valid corporate business purpose. (iii) Sublet or license to an Affiliate to use and occupy the Demised Premises, or any part or parts thereof, for any of the purposes permitted to Tenant, subject to the terms and provisions of this Lease; however, such sublet or license shall not be deemed to vest in any such Affiliate any right or interest in this Lease except as expressly set forth herein. (iv) Assign this entire Lease, or sublet the Demised Premises or any part or parts thereof, to a corporation or other business entity to which substantially all of the assets of one or more divisions or businesses of Tenant conducted in part or in whole from the Demised Premises have been transferred, provided that such corporation or other business entity shall have assumed substantially all of the obligations and liabilities of such division(s) by appropriate instruments. A true copy of the instrument(s) transferring such assets and such corporation's or other business entity's assumption of substantially all of the obligations and liabilities of such division(s) shall be delivered to Landlord together with the counterpart of the assignment or sublease as required by paragraph (i) of this Article. (i) If Tenant shall desire to assign this entire Lease or sublet the Demised Premises in whole or in part, other than in accordance with subparagraph (b) of this Section 10.01, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall contain or be accompanied by the following information: (A) the name and address of the proposed assignee or subtenant; (B) a description identifying the space to be sublet; (C) the basic terms and conditions of the proposed assignment or subletting; (D) the nature and character of the business of the proposed assignee or subtenant and of its proposed use of the Demised Premises or part thereof; (E) the most recent financial information as to the proposed assignee or subtenant, if reasonably available to Tenant, and (F) any other information Landlord may reasonably request with respect to the proposed assignee or subtenant, if reasonably available to Tenant, within five (5) Business Days following receipt of Tenant's request for consent. Even though Landlord shall assume be entitled to receive financial information with respect to the proposed assignee or subtenant, if reasonably available to Tenant, it is the intent of the parties that the assignee's or subtenant's financial condition is not to be a factor which Landlord is to consider in determining whether it is to consent to any assignment or subletting. (ii) Landlord covenants that it shall advise Tenant within ten (10) Business Days of its receipt of Tenant's notice given pursuant to subparagraph (c)(i) as to whether it consents to or does not consent to such subletting or assignment and the reasons therefor and shall not unreasonably withhold its consent to the proposed assignment or subletting referred to in Tenant's notice given pursuant to said subparagraph (c)(i), nor shall any such consent add to or detract from the provisions of this Lease, provided that the following further conditions shall be fulfilled: (A) The proposed assignee or subtenant shall be of a character, be engaged (or propose to be engaged) in a business, and propose to use the Demised Premises, or the part thereof to be sublet, in a manner in keeping with the then class and character of the other tenancies in the Building. (B) In case of a subletting, it shall be expressly subject to all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations Tenant under this Lease and the Guarantyfurther condition and restriction that the sublease shall not be assigned, encumbered or otherwise transferred or the subleased premises further sublet by the sublessee, in whole or in part, or any part thereof suffered or permitted by the sublessee to be used or occupied by others, (i) without the prior written consent of Landlord in each instance where Landlord's consent is required with respect to a subletting or assignment by Tenant, and Landlord covenants that it shall not unreasonably withhold or delay its consent and that such consent shall be given or withheld by Landlord on the same terms and conditions as required by Landlord with respect to assignments and/or sublets by Tenant under paragraph (c) of this Article, or (ii) except that the sublease may be assigned and/or sublet without Landlord's consent in similar circumstances to those set forth in Section 10.01(b) and (iii) and any profit or any payment received by Tenant with respect thereto shall be subject to the provisions of Section 10.01 (l) as if received directly by Tenant from its subtenant. (C) In case of a subletting, the portion of the Demised Premises on any one (1) floor of the Building shall not be occupied at any time by more than six (6) subtenants and Tenant (excluding Tenant's Affiliates and Users of the Demised Premises pursuant to Section 3.04 hereof). (D) No subletting shall end later than one (1) day before the Expiration Date of the Term of this Lease, but any subletting may provide for renewals when, if and as Tenant shall renew this Lease pursuant to Article 24. (E) The purposes for which the proposed subtenant or assignee is to use the Demised Premises are uses permitted by and not prohibited by this Lease or the Rules and Regulations hereto. (F) Tenant shall not be in default hereunder beyond any applicable notice and cure periods at the time consent to such subletting or assignment is requested. (G) Tenant shall reimburse Landlord for any reasonable out-of-pocket costs that may be incurred by Landlord in connection with said sublease or assignment (including but not limited to legal expense and the costs of making investigations as to the acceptability of a proposed subtenant or assignee). (H) The proposed subtenant or assignee shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in and the jurisdiction of the courts of New York State in New York County. (I) The proposed assignment shall confirm, without amendment the terms of this Lease, and any such surviving entity proposed sublease shall be subject to all of the terms and conditions of the Lease. (J) The proposed subtenant or successor entity, as applicable, has assumed in writing or by operation assignee is not then an occupant of law any part of the Building (provided Lessor has received comparable space to that covered by the proposed assignment or subletting is then available in the Building or shall be coming available for leasing within six (6) months (such period when such comparable space is or is coming available, being called "Available Period") or a satisfactory opinion party who is then actively negotiating with Landlord or Landlord's agent (directly or through a broker) with respect to such comparable space in the Building which is then available or is to come available within the Available Period; Landlord shall, within five (5) Business Days after request by Tenant as to an assignment of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under specifying the Guarantyspace of a proposed subletting, notify Tenant as applicable; (iv) after giving effect to such Subject Transfer, whether as Landlord believes it has comparable space in the Building available within the Available Period and shall provide Tenant with a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result list of such Subject Transfer and/or successor comparable space and a statement identifying all such active negotiations for space in the Building and the time or commencement of Lessee or such negotiations, such information to be kept in strict confidence by Tenant and not disclosed to anyone without Landlord's written consent and any of the Guarantors, person not so identified shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated not be covered by the Lessee Entities immediately prior foregoing condition; and, notwithstanding that Landlord may have such space so available, if such proposed assignee or subtenant declines in writing to lease the space offered by Landlord, Tenant shall then be free to assign this lease or enter into a sublease with such proposed assignee or subtenant as so proposed by Tenant subject to the consummation other terms and provisions of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfiedLease. Notwithstanding the foregoing, if Landlord has notified Tenant in such statement as to any such active negotiations, Tenant shall only be free to assign this Lease or enter a sublease with such parties identified on the list of active negotiations if as and when such negotiations shall cease to be active; for purposes hereof, such negotiations shall cease to be active six (6) months after the time of commencement of such negotiations as set forth in said statement unless, in such statement or during such six (6) month period Landlord shall notify Tenant that a lease has been prepared and sent to the party identified on such list, in which event, such six (6) month period shall be extended by three (3) months or, if at any time within such applicable six (6) or nine (9) month period, negotiations with such party shall be discontinued (Landlord hereby agreeing that it shall promptly notify Tenant if such negotiations are discontinued). (d) The Demised Premises, or any part thereof, shall not, without Landlord's prior written consent, such approval not to be unreasonably withheld or delayed, be publicly advertised for subletting at a rental rate less than the rental rate being sought by Landlord for comparable space in the event Building provided that Lessee is unable to satisfy Landlord shall, within ten (10) days after Tenant so requests, have informed Tenant of the Net Worth Conditionrental rate being sought by Landlord for such comparable space. All public advertising of the Demised Premises, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Conditionor any portion thereof, for subletting shall be approved by Landlord, such conditions approval not be unreasonably withheld or delayed. It is understood that the term "public advertising" shall not include a broker's brochure or flyer. Provided that Tenant's request shall state that the failure to disapprove within five (5) Business Days shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined)be approval thereof, and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which any such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) request shall be equal deemed approved if Landlord shall fail to disapprove the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount same within such time period. The foregoing, however, shall not be deemed to prohibit Tenant from listing a subletting with brokers or from negotiating or consummating a sublease at a lower rental rate. (as hereinafter definede) For purposes of paragraph (d) above, promptly upon receipt of a request from Tenant, Landlord shall notify Tenant as to whether it has any space in the Building then available or becoming available in the Available Period and the rental rate then being charged for such space in the Building. (f) If such proposed assignment or subletting shall require Landlord's consent and Landlord shall fail to notify Tenant within such ten (10) Business Day period of Landlord's consent or disapproval of the proposed assignment or subletting as contemplated by subparagraph (c)(ii) of this Section 26.C10.01, Landlord shall be deemed to have consented to such assignment or subletting and Tenant shall be free to assign this Lease or sublease that portion of the Demised Premises (which may be the entire Demised Premises) to such proposed assignee or subtenant, on substantially the same material terms and conditions set forth in Tenant's written request therefor, subject to the terms and conditions of this Lease, if Tenant's notice as to such subletting or assignment sets forth in bold capital letters the following terms statement: IF LANDLORD FAILS TO RESPOND WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN TENANT SHALL BE ENTITLED TO ENTER INTO SUCH SUBLETTING/ASSIGNMENT IN ACCORDANCE WITH THIS NOTICE. If Landlord shall be defined as set forth below:deemed to have consented to an assignment or subletting, then, upon request therefor by Tenant, Landlord shall promptly deliver to Tenant a statement in confirmation of that fact. If Landlord grants its consent to an assignment

Assignment/Subletting. A. Lessor shall have Landlord hereby consents that the right to sellTenant (and any assignee of Tenant) may sublet the Premises or any portion thereof, convey or mortgage all, but not less than all, of the Properties or to may assign its right, title and interest as Lessor under this Lease in wholewriting, but not provided that: (a) Except as described in part; providedSection 15(e), howeverno such assignment or subletting nor the acceptance of rent by the Landlord from such assignee or subtenant shall relieve, release or in any manner affect the prohibition on Lessor's right to sell, convey or mortgage less than all liability of the Properties Tenant or any guarantors from their respective obligations hereunder and under any guaranty agreement and Tenant shall not restrict Lessor's right to convey Properties to Lessee pursuant to remain primarily liable for the provisions payment of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment Rental and all other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's monetary and non-monetary obligations under this Lease, Lessee shall attorn to such purchaser or assignee hereunder and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of the agreements, conditions, covenants and terms herein contained, on the part of the Tenant herein to be kept, observed or performed and there is no requirement upon Landlord to exhaust any remedy against any assignee or subtenant prior to enforcement of any obligation in this Lease against Tenant or any guarantor of Lessor contained hereinthis Lease and, except moreover, Landlord may enforce any of its remedies against Tenant without bringing any action against the assignee or subtenant or against such assignee or subtenant without bringing any action against Tenant; (b) Any such assignee or subtenant shall, in writing, assume and agree to keep, observe and perform all of the agreements, conditions, covenants and terms of this’ Lease on the part of the Tenant to be kept, observed and performed and shall be, and become jointly and severally liable with the Tenant for obligations or liabilities accrued the non-performance thereof accruing from said date; (c) Tenant provides Landlord with prior to such notice of the proposed assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience sublease and creditworthiness (except when to an affiliate or subsidiary of Lessee and upon the particular purposes Guarantor ; for which Lessee intends to use the Properties in entering into this Lease. Without the prior no Landlord consent is required) obtains Landlord’s written consent thereto, not to be unreasonably withheld, and provided that all of Lessor and except as provided below: the foregoing requirements are satisfied, Landlord shall be deemed to have consented to the proposed assignment or sublease if Landlord has not objected to same in writing delivered to Tenant within ten (10) days following Landlord’s receipt of the Requested Information (defined herein); (d) If assignee or subtenant is other than an affiliate or subsidiary of Guarantor, Tenant shall deliver to Landlord with its notice of the proposed assignment or sublease the following information (collectively, the “Requested Information”): (i) Lessee shall not assignname, transfer address and tax identification number of the proposed assignee or convey this Lease subtenant and of any owner(s) thereof owning twenty percent or any interest therein, whether by operation more of law the proposed assignee or otherwise; subtenant; (ii) no Subject Transfer shall occur; financial statements for the assignee and subtenant consisting of the most recent years profit and loss statement and a current balance sheet, each certified by assignee or subtenant to be true, correct and complete in all material respects; (iii) no interest in Lessee or any the proposed use of the Guarantors Premises by the assignee or subtenant; and within five (5) days after Landlord’s request therefor such other requested information regarding the assignee or subtenant as Landlord may reasonably require; and (e) Notwithstanding the terms of Section 15(a), if Landlord consents or is deemed to have consented to an assignee and assignment of this Lease to such assignee pursuant to this Section 15, Landlord shall be pledgedrelease the assignor/tenant from the obligations under this Lease that are assumed by the assignee, encumberedand shall release GTE Corporation (“Guarantor”) from its obligations under the Guaranty of this Lease delivered by Guarantor to Landlord contemporaneous with this Lease (the “Guaranty”) provided that either the assignee or a substitute guarantor, hypothecated or assigned as collateral for any obligation of any if any, assuming the obligations of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any Guarantor under the Guaranty, as of the Propertiesdate of the Section 15(c) notice shall meet one of the three criteria set forth on Exhibit “F” attached hereto. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, The provisions of Exhibit “F” including, without limitation, those regarding the experience and creditworthiness timing of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt Tenant’s election of such representations criteria and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and changes to other matters, whether or not similar in kind. At the time of any assignment terms of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor any criteria selection, are incorporated herein and shall control in the event of Lessee any conflict with the terms within the body of this Lease. Absent a rating for the assignee or any substitute guarantor that meets or exceeds one or more of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus three (3) seventy-five (75%) percent ratings in Exhibit “F”. Landlord may reasonably withhold its consent to any proposed assignment or sublet to a person or entity that is not a subsidiary or affiliate of Guarantor, unless and until Landlord receives the proceeds written consent of any issuance of equity securities of any of the Lessee Entities or other contributions Guarantor to the capital assignment or sublet and affirmation of any of the Lessee Entities subsequent its continuing Guaranty. Notwithstanding anything to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantorscontrary contained in this Lease, including Tenant may not assign or sublet any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under interest in this Lease without Guarantor’s prior written consent which may be withheld in Guarantor’s sole and the Guaranty, absolute discretion and any assignment or sublet absent such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions consent shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), void and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:no force or effect.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties Tenant shall not restrict Lessor's right be permitted to convey Properties to Lessee pursuant to the provisions of Sections 21.Bassign, 23.A(ix), 57 transfer or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations otherwise sublet its interest under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without without the prior written consent of Lessor and except as provided below: (i) Lessee Landlord, which shall not assignbe unreasonably withheld. In determining whether such proposed assignment, transfer or convey sublet is reasonable, Landlord may consider whether: (a) Tenant is then current under its obligations under this Lease or any interest therein, whether by operation of law or otherwiseLease; (iib) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of assignee/transferee/subtenant evidences the Lessee Entitiesfinancial wherewithal to perform the Tenant’s obligations under this Lease; and (ivc) Lessee the assignee/transferee/ subtenant evidences experience to Landlord's satisfaction in owning and operating the type of business which the assignee/transferee/subtenant proposes to conduct in the Premises. Tenant shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of reimburse Landlord for all of Lessee's obligations hereunder by undertakings enforceable by LessorLandlord’s reasonable costs (including without limitation reasonable attorneys’ fees) incurred in reviewing the proposed assignment, the transfer to any assignee of sublease or transfer. Tenant shall remain fully responsible in all necessary licenses and franchises to continue operating the Properties aspects for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kindassignee/transferee/subtenant's performance hereunder. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of this Section 26.B13 to the contrary, Lessor's Landlord’s consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: for any assignment, sublease or transfer to an entity that (i) no Event of Default shall have occurred and be continuing controls, is controlled by, or is under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; common control with, Tenant, (ii) after giving effect an entity which results from a merger, consolidation or other reorganization with Tenant, provided that, if Tenant is not the surviving entity, the surviving entity has a net worth at the time of such assignment that is equal to or greater than the net worth of Tenant immediately prior to such Subject Transfer, whether as a single transaction transaction; or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving an entity as a result of such Subject Transfer and/or successor of Lessee which purchases or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity otherwise acquires all or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that substantially all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoingassets of Tenant (each, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defineda “Permitted Transfer”), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:.

Assignment/Subletting. A. Lessor 9.1 Except as otherwise permitted pursuant to this paragraph 9.1, Tenant shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without without the prior written consent of Lessor Landlord, which consent Landlord may withhold in its sole, arbitrary and except as provided below: (i) Lessee shall not assignabsolute discretion. Notwithstanding the foregoing, transfer or convey Tenant may assign its interest in this Lease or any interest thereinto WinCup Holdings, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest Inc., a Delaware corporation, provided that such assignment is consummated in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, connection with the transfer of Tenant's business to any said assignee. Said assignment is conditioned on said assignee of all necessary licenses executing an assignment document in form and franchises substance acceptable to continue operating the Properties for the purposes herein providedLandlord and which shall provide, receipt of such representations and warranties from any assignee as Lessor may requestamong other things, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the that said assignee shall assume all of the obligations of Lessee under this Lease pursuant Tenant hereunder, as a direct obligation to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of LessorLandlord. C. Notwithstanding 9.2 Tenant shall not sublet the provisions premises or any part thereof, without the prior written consent of Section 26.BLandlord, Lessor's which consent to a Subject Transfer shall not be required if unreasonably withheld; provided, however, that in all events, any such subletting shall comply with each and every one of the following conditions are satisfied: standards: (i) no Event of Default shall have occurred all rent and be continuing other sums payable under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which lease must continue to be paid directly to Landlord by Tenant, notwithstanding any such Subject Transfer is consummated; subletting; (ii) after giving effect to such Subject Transferall insurance coverage provided by Tenant hereunder shall not be adversely affected, whether as a single transaction or as a series of transactionschanged, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); subletting; (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any the subtenant's use of the Guarantors, premises shall not be released from inappropriate or have any of their respective obligations under this Lease and adverse impact on the Guarantypremises, and any such surviving entity or successor entity, all as applicable, has assumed determined by Landlord in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; its sole discretion; (iv) after giving effect to such Subject Transferthe subtenant must have adequate financial resources, whether as a single transaction or as a series of transactions, the Lessee Entities shall and have a Corporate Fixed Charge Coverage Ratio (good business reputation, all as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") by Landlord in its reasonable discretion; and (v) after any such Subject Transfersubtenant must otherwise meet the reasonable requirements of Landlord. 9.3 No consent to any assignment of this lease, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any subletting of the Guarantorspremises, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee to be a consent to any subsequent assignment of this lease or to any subletting of the premises. Any such assignment or subletting shall (1) pay be void and at the option of Landlord shall terminate this lease. 9.4 No consent by Landlord to Lessor any assignment of this lease, or any subletting of the Subject Transfer Rent Prepayment Amount (as hereinafter defined)premises, shall relieve Tenant of any obligation to be performed by Tenant under this lease, whether arising before or after the assignment or subletting. 9.5 Tenant shall reimburse Landlord on demand for all costs, expenses, and (2) pay attorneys fees, incurred by Landlord in reviewing any proposal by Tenant to Lessor the Prepayment Charges payable by Lessor to Lender as a result assign this lease or sublet all or any portion of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:premises.

Assignment/Subletting. A. Lessor Subtenant shall have the right to sellnot, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest , assign, sell, mortgage, pledge or in Lessee any manner transfer or assign this Sublease or any interest therein, transfer direct or indirect control of the Guarantors shall be pledgedSubtenant, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any portion of the PropertiesSubleased Premises, without Sublandlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (provided that Subtenant obtains the consent of Landlord and Subtenant has complied with all terms and conditions of the Lease pertaining thereto). It is expressly agreed that Lessor may withhold In the event Sublandlord and Landlord consent to any assignment of this Sublease, the assignee shall execute and deliver to Sublandlord an agreement in form and substance satisfactory to Sublandlord whereby the assignee shall assume all of Subtenant’s obligations under this Sublease. Notwithstanding any assignment or condition such consent based upon such matters as Lessor may in its reasonable discretion determinesubletting, including, without limitation, the experience and creditworthiness of any assigneeassignment or subletting consented to, the assumption by original Subtenant named herein and any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer other person(s) who at any time was or were Subtenant shall remain fully liable on this Sublease. Subject to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the Lease, notwithstanding the foregoing, in Subtenant shall have the event right to assign or sublease the Subleased Premises without Sublandlord’s consent provided that Lessee is unable to satisfy Subtenant complies with the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such terms and conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of Section 5.3.3 of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Lease.

Assignment/Subletting. A. Lessor 15.1. If the Tenant shall desire to sublet all or any portion of the Premises, it shall first submit in writing to the Landlord; 15.1.1. The name and address of the proposed subtenant; 15.1.2. The terms and conditions of the proposed subletting; 15.1.3. The nature and character of the business of the proposed subtenant; 15.1.4. Banking, financial and other credit information relating to the proposed subtenant reasonably sufficient to enable Landlord to determine the proposed subtenant's financial responsibility; and 15.1.5. Plans and specifications for the layout, partitioning, HVAC and electrical installations, if any, required for the Premises to be sublet. 15.2. If the nature and character of the business of the proposed subtenant, and the proposed use and occupancy of the Premises by the proposed subtenant, is in keeping and compatible with the dignity and character of the Building, then Landlord agrees not to unreasonably withhold or delay its consent to any such proposed subletting, providing that Tenant shall, by notice in writing as described in Article 15.1 above, advise Landlord of its intention to sublease all or any part of the Premises, on and after a stated date (which shall not be less than sixty (60) days after the date on which Tenant's notice is given). Landlord shall thereupon have the right, to be exercised by giving written notice to Tenant within thirty (30) days after Landlord's receipt of Tenant's notice, to recapture the Premises. Such recapture notice shall, if given, cancel and terminate this Lease with respect to the space therein described as of the date thirty (30) days following the date set forth in Tenant's notice, or thirty (30) days after Tenant shall have the right to sell, convey or mortgage all, but not less than all, surrendered possession of the Properties or Premises, whichever is later, with no further obligation due by Tenant with respect to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, such space. In the prohibition on Lessor's right to sell, convey or mortgage event less than all of the Properties Premises are sublet or recapture, Tenant or any permitted sublessee shall not restrict Lessor's right be obligated to convey Properties construct and erect such partitioning and means of ingress and egress as may be required to Lessee sever the space retained by tenant from the space recaptured or sublet, all in accordance with requirements of Article 11 hereof. 15.3. If this Lease should be cancelled pursuant to the provisions of Sections 21.Bforegoing with respect to less than the entire Premises, 23.A(ix)the basic rent and additional rent shall be proportionately adjusted, 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under and this Lease, Lessee as so amended, shall attorn continue thereafter in full force and effect. 15.4. In addition to such purchaser or assignee and Lessor the foregoing requirements, no sublease shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.made if: B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties 15.4.1 Such sublease shall result in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any occupancy of the Guarantors Premises by more than two (2) tenants, including the Tenant hereunder, or 15.4.2 The sublease shall be pledgedfor a term of less than two (2) years, encumbered, hypothecated or assigned as collateral for any obligation of any of unless the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment unexpired term of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Incomeyears, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:

Assignment/Subletting. A. Lessor The Concessionaire shall have the right to sellnot, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assignthe BOR, transfer or convey this Lease assign the Concession Agreement, any Lease, or any interest thereinin the Premises, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee otherwise transfer or any of sublet the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all Premises or any part of any thereof or permit the use of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption Premises by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessorparty other than the Concessionaire and Permitted Residents. If the Concessionaire is a partnership, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provideda limited liability company, receipt of such representations and warranties from any assignee as Lessor may requestor a limited liability partnership, including such matters as its organization, existence, good standing and finances and other mattersa withdrawal or change, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessorvoluntary, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurredinvoluntary, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law law, of partners or members owning a controlling interest in the Concessionaire shall be deemed a voluntary assignment of the Concession Agreement and each Lease and subject to the foregoing provisions. If the Concessionaire is a corporation, any dissolution, merger, consolidation, or other reorganization of the Concessionaire, or the sale or transfer of a controlling interest in the capital stock of the Concessionaire, shall be deemed a voluntary assignment of the Concession Agreement and Leases and subject to the foregoing provisions. No subletting of the Premises (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of lawother than to Permitted Residents) all obligations of Lessee under this Lease or Guarantors under shall be effective unless and until (i) the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities BOR shall have a Corporate Fixed Charge Coverage Ratio consented in writing and (as hereinafter definedii) determined as there shall have been delivered to the BOR an agreement, in form and substance satisfactory to the BOR, signed by the Concessionaire and the proposed sublessee, whereby the sublessee acknowledges the right of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect BOR to such Subject Transfer of at least equal to 1.50:1 (continue or terminate any sublease, in the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject TransferBOR’s sole discretion, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any upon termination of the GuarantorsConcession Agreement and the Leases, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior and such sublessee agrees to recognize and attorn to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, BOR in the event that Lessee is unable the BOR elects under such circumstances to satisfy continue such sublease. Notwithstanding the Net Worth Conditionassignment of the Concession Agreement and/or Leases or subletting of the Premises, the Corporate Fixed Charge Coverage Ratio Condition and/or Concessionaire shall remain obligated for all liability to the Rating Agency ConditionBOR arising under the Concession Agreement, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined)each Lease, and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of Project Operating Agreement during the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:entire remaining Term.

Assignment/Subletting. A. Lessor Tenant shall have not assign this Lease, or sublet or license the right to sellPremises or any portion thereof, convey or mortgage all, but not less than all, permit the occupancy of all or any portion of the Properties Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as "Transfers" and all or any of assignees, subtenants, licensees, and other such parties are referred to as "Transferees") without obtaining, on each occasion, the prior consent of the Landlord, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of the Landlord and without any termination right of the Landlord being applicable thereto, (i) to any corporation or other entity into or with which Tenant may be merged or consolidated or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right any corporation or entity to sell, convey which all or mortgage less than substantially all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant If Tenant enters into any Transfer with respect to the provisions of Sections 21.B, 23.A(ixPremises (or any part thereof), 57 or 58 hereof. In the event of Landlord may, at any such sale or assignment other than a security assignmenttime and from time to time, provided Lessee receives written notice require that such purchaser Transferee agree directly with Landlord to be liable, jointly and severally with Tenant, to the extent of the obligation undertaken by or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn attributable to such purchaser or assignee and Lessor shall be relievedTransferee, from and after the date of such transfer or conveyance, of liability for the performance of any obligation Tenant's agreements under this Lease (including payment of Lessor contained hereinrent and other charges under the Transfer), except for obligations and every Transfer shall so provide, without relieving or liabilities accrued prior modifying Tenant's liability hereunder. Landlord may collect rent and other charges from the Transferee and apply the net amount collected to the rent and other charges hereunder, but no such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors collection shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation deemed a waiver of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B5.8, Lessoror the acceptance of the Transferee, as a tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant's covenants hereunder. The consent by Landlord to a Subject particular Transfer shall not be required if each relieve Tenant from the requirement of obtaining the following conditions are satisfied: (i) no Event consent of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect Landlord to such Subject any further Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:.

Assignment/Subletting. A. Lessor 37.1: If the Tenant shall desire to sublet all or any portion of the leased premises, it shall first submit in writing to Landlord: (a) the name and address of the proposed sublesee; (b) the terms and conditions of the proposed subletting; (c) the nature and character of the business of the proposed sublessee; (d) evidence that the proposed sublessee is a United States citizen or citizens or a corporation qualified to do business in the State of New Jersey and organized and existing under the laws of one of the States of the United States; (e) banking, financial and other credit information relating to the proposed sublessee reasonably sufficient to enable Landlord to determine the proposed sublessee's financial responsibility, and (f) plans and specifications for Tenant's layout, partitioning, and electrical installments for the portion of the premises to be sublet. 37.2: If the nature and character of the business of the proposed sublessee, and the proposed use and occupancy of the leased premises or any portion thereof by the proposed sublessee is in keeping and compatible with the dignity and character of the Building, then Landlord agrees not to unreasonably withhold or delay its consent to any such proposed subletting. 37.3: Notwithstanding the provisions of this Article 37, Tenant shall have the right to sellsublet the premises or any part hereof to representatives or affiliates of Tenant, convey without consent of Landlord. Notice of such a sublet will be provided to Landlord in writing, 6o days in advance. 37.4: Any subletting hereunder shall not in any event release or mortgage alldischarge Tenant hereunder of or from any liability, but not less than allwhether past, of the Properties present, or to assign its rightfuture, title and interest as Lessor under this Lease in wholelease, but not in part; provided, however, and Tenant shall continue liable hereunder. The subtenant shall agree to occupy the prohibition on Lessor's right Premises subject to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant terms, covenants, conditions, provisions and agreements of this lease to the provisions extent of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event space sublet; and Tenant shall deliver to Landlord promptly after execution an executed duplicate original copy of any such sale or assignment other than a security assignment, provided Lessee receives written notice that sublease and an agreement of compliance by such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor subtenant. 37.5: Tenant shall be relievedresponsible for obtaining all permits and approvals required by any governmental or quasi-governmental agency for any work or otherwise required in connection with the proposed sublease and Tenant is furthermore responsible for and is required to reimburse Landlord for all costs including legal fees which Landlord incurs in reviewing the proposed sublease and any permits, from approvals and after the date of such transfer or conveyance, of liability applications for the performance construction of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior the subleased premises. Tenant's failure to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or obtain any of the Guarantors shall be pledged, encumbered, hypothecated above mentioned permits and approvals or assigned as collateral for any obligation of any to submit same and a duplicate original copy of the Lessee Entities; sublease and an agreement of assumption by the subtenant to Landlord within fifteen (iv15) Lessee shall not sublet all or any part of any days of the Properties. It is expressly agreed that Lessor may withhold execution or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt submission of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee items shall assume all of the obligations of Lessee constitute a default under this Lease pursuant to Lessor's standard form of assumption agreementlease. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied38th: TENANT'S COOPERATION; REASONABLE MODIFICATIONS; ESTOPPEL CERTIFICATE; MEMORANDUM OF LEASE: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer38.1 If, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with obtaining financing for the Building and/or the real estate, or otherwise upon the interest of the Landlord, as Lessee, under any ground or underlying lease, any lending institution shall request reasonable modifications of this lease as a condition of such Securitization financing , Tenant covenants not to unreasonably withhold or delay its agreement to such modification, upon Landlord's request, provided that such Subject Transfer will modification does not cause any materially or adversely affect the rights of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in Tenant under this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:lease.

Assignment/Subletting. A. Lessor Assignment and Subleasing by Tenant. Tenant shall not have the right to sell, convey sublease or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; providedwithout Landlord's prior written consent and any attempt to do so shall constitute a material breach of this Lease. If, however, the prohibition on Lessor's right Landlord consents to sellany sublease, convey or mortgage less than Tenant shall pay to Landlord, in addition to all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.Brents and charges hereunder, 23.A(ix), 57 or 58 hereof. In the event 50% of any Base Rent, after all costs, paid by such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are sublessee in excess of the rentals owing hereunder may be retained by Lessee unless Base Rent due under this Lease. Landlord shall not unreasonably withhold its consent to an Event assignment or subletting to an assignee who is wholly owned subsidiary company of Default has occurredTenant or a company which on the date of execution of this Lease owns substantially all of the outstanding stock of Tenant, or a company which results from the reconstruction, consolidation, amalgamation or merger of Tenant, or a General Partnership in which caseTenant has a substantial interest (collectively called "Exempt Entities"), Lessor shall be entitled or to receive such excess rentals applicable to any other reputable entity which is financially secure and not inconsistent with the period during which such Event character of Default is continuingthe Building and the other tenants. Any assignmentFurther, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, LessorLandlord's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee for Exempt Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, Landlord shall not be released from any of their respective obligations under this Lease and the Guarantyunreasonably withhold its approval, and any such surviving entity or successor entityLandlord shall provide written notice of its rejection of a proposed subtenant within 10 days of Tenants notice, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under otherwise the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties proposed Tenant will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfieddeemed approved. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment AmountREFER TO GENERAL ADDENDUM ITEM NO. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:5.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant 27.1 Subject to the provisions of Sections 21.B27.2 and 27.3 below, 23.A(ix), 57 or 58 hereof. In and subject to the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any applicable provisions of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and ▇▇▇▇▇▇▇▇▇ (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, all prohibitions contained therein and consents required thereby), Subtenant may assign this Sublease or sublet the experience Demised Premises. Nothing contained in this Section 27.1 shall be deemed or construed to permit the Subtenant to assign, mortgage, pledge, encumber or otherwise transfer this Sublease, or sublet the Demised Premises in contravention of the terms and creditworthiness provisions of the ▇▇▇▇▇▇▇▇▇. 27.2 Any assignment of the Sublease shall not be effective unless and until (i) the assignee shall execute, acknowledge and deliver to Sublandlord an agreement in form and substance reasonably satisfactory to Sublandlord, and with respect to which Sublandlord shall be a direct beneficiary, whereby the assignee shall (x) assume the obligations and performance of this Sublease and agree to be personally bound by all the covenants, agreements, terms, provisions and conditions hereof on the part of Subtenant to be performed and observed from and after the effective date of any assigneesuch assignment and (y) agree that the provisions of this Section 27 shall, notwithstanding such assignment or transfer, continue to be binding upon it in the assumption by future. Subtenant covenants that, notwithstanding any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessorassignment, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matterssublease or transfer, whether or not similar in kind. At violation of the time of any assignment provisions of this Lease which is approved Sublease, and notwithstanding the acceptance of rent by LessorSublandlord from any assignee, subtenant or transferee or any other party, Subtenant shall remain fully and primarily and jointly and severally liable for the assignee shall assume payment of rent due and to become due under this Sublease and for the performance and observance of all the covenants, agreements, terms, provisions and conditions of this Sublease on the part of Subtenant to be performed or observed. The liability of Subtenant, and the due performance by Subtenant of the obligations of Lessee on its part to be performed under this Lease pursuant to Lessor's standard form Sublease shall not be discharged, released or impaired in any respect by an agreement or stipulation made by Sublandlord or any assignee of assumption agreement. No such assignment nor Sublandlord or any subletting of other agreement with a third party extending the term or modifying any of the Properties shall relieve Lessee obligations contained in this Sublease, or by any waiver or failure of its obligations respecting this Lease or Guarantors of Sublandlord to enforce any of their the obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may on Subtenant's part to be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing performed under this Lease as Sublease, and Subtenant shall continue liable hereunder. If any such agreement or modification operates to increase the obligations of Subtenant under this Sublease the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as liability of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee Subtenant under this Sublease or any of its successors in interest (all such parties shall be deemed to have expressly consented in writing to such agreement or modification) shall continue to be no greater than if such agreement or modification had not been made. Each sublease entered into by Subtenant shall provide that in the Guarantors, shall have event of cancellation or termination of this Sublease because of a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter default by Subtenant hereunder or of the Lessee Entities ending after the Effective Date (i.e.surrender of this Sublease whether voluntary, exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing involuntary or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation expiration date of such Subject Transfer; (vii) if the sub-sublease, including extensions and renewals granted thereunder, at Sublandlord's option, the sub-subtenant shall make full and complete attornment to the extent Sublandlord for the balance of the term of the sub-sublease, which attornment shall be evidenced by an agreement in form and substance reasonably satisfactory to Sublandlord, which the sub-subtenant shall execute and deliver at any time within ten (10) days after request by Sublandlord, its successors and assigns and that the loans contemplated by sub-subtenant waives the Loan Documents have been subject provisions of any law now or hereafter in effect which may give the sub-subtenant any right of election to a Securitization, Lender shall have received a notice terminate the sub-sublease or confirmation surrender possession of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, demised premises in the event that Lessee any proceeding is unable brought by the Sublandlord to satisfy terminate this Sublease. 27.3 Subtenant shall not have the Net Worth Condition, right to sublet the Corporate Fixed Charge Coverage Ratio Condition and/or Demised Premises or assign this Sublease if the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay same would cause the Demised Premises to Lessor become subject to compliance with the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result remedial provisions of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made New Jersey Environmental Clean Up Responsibility Act (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:N.J.

Assignment/Subletting. A. (A) Lessee shall not sublet the Premises or any part thereof or assign any interest in this Lease (whether by sale of assets, merger, consolidation or otherwise, or by sale or disposition of control or ownership) without first having obtained the written consent of Lessor. Lessor hereby consents to the assignment of this Lease to a wholly owned subsidiary or parent of the original Lessee with the exception that Lessee shall not have the right to sublease or assign all or any part of the Premises to organizations conducting their primary business in retail sales, food services, or health care, but no such assignment shall relieve the Assignor of any liability hereunder. Notwithstanding anything contained in this Lease to the contrary, Lessor shall not be obligated to entertain or consider any request by Lessee to consent to any proposed sublease or assignment of the Premises unless each request by ▇▇▇▇▇▇ is accompanied by a nonrefundable fee payable to Lessor in the amount of $250.00 to cover Lessor’s administrative, legal, and other costs and expenses incurred in processing each of Lessee’s requests. Neither Lessee’s payment nor Lessor’s acceptance of the foregoing fee shall be construed to impose any obligation whatsoever upon Lessor to consent to any of ▇▇▇▇▇▇’s requests. (B) Lessor shall have the right of first refusal to sellrepossess the space to be subleased or assigned. In the case of such repossession by Lessor, convey this Lease shall terminate on that date of repossession and shall then be null and void and of no further force or mortgage alleffect, but and neither Lessor nor Lessee shall have any further obligation or liability hereunder except as provided in Sections 4.20, 4.21, and 4.30 of this Lease as the Lease applies to space vacated. This Lease shall remain in effect on any space not repossessed by Lessor. (C) Should Lessor not exercise its right of first refusal to repossess the Premises, Lessee shall be free to sublet such space to any third party with the exception of the aforementioned, subject to the following conditions: (1) In no event shall more than two tenants be allowed to occupy said Premises (Tenant and one subtenant or two subtenants). (2) Any subtenancy shall be for not more than one day less than all, the remaining term of the Properties original Lease. (3) No sublease shall be valid and no sublessee shall take possession of the Premises subleased until an executed counterpart of such sublease has been delivered to Lessor. (4) No sublessee shall have a right to further to sublet; and (5) Any sums or other economic consideration received directly or indirectly by Lessee or any other entity related to assign its rightor affiliated with Lessee, title and interest as a result of such subletting (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements, other than building standard tenant improvements made to the sublet portion of the Premises by Lessor), whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Lessee is obligated (allocable to that portion of the Premises subject to such sublease) shall be payable to Lessor as additional rent under this Lease without affecting or reducing any other obligation of Lessee hereunder. In no event shall Lessee sublease the Premises and charge less rent per month than stipulated in wholethis Lease. February 14, but not 2019 (6) Notwithstanding anything contained in part; providedthis Lease or any Addendum attached hereto, howeveror otherwise, no sublessee shall have any rights as to building identification without the prohibition prior written consent of Lessor. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any sublessee on Lessor's right to sell, convey or mortgage less than all any part of the Properties outside or inside of the Premises or Building without the prior written consent of ▇▇▇▇▇▇. In the event of the violation of the foregoing, Lessor may, at its sole option, treat such violation as an event of default hereunder. In addition, Lessor may remove such lettering without any liability and may charge the expense incurred by such removal to the Lessee and/or sublessee. The prior approval of all lettering must be obtained by sublessee from Lessor. (7) Regardless of ▇▇▇▇▇▇’s consent, no subletting or assignment shall release Lessee from ▇▇▇▇▇▇’s obligations hereunder; nor shall it alter the primary liability of Lessee to pay the rental and to perform all other obligations to be performed by Lessee hereunder. The acceptance of rental by Lessor from any other person shall not restrict Lessor's right be deemed to convey Properties to Lessee pursuant to the provisions be a waiver by Lessor of Sections 21.B, 23.A(ix), 57 or 58 any provision hereof. In the event of default by any such sale assignee of Lessee or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all any successor of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for ▇▇▇▇▇▇ in the performance of any obligation of Lessor contained hereinthe terms hereof, except for obligations ▇▇▇▇▇▇ may proceed directly against ▇▇▇▇▇▇ without the necessity of exhausting remedies against such assignee or liabilities accrued prior to such assignment or salesuccessor. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) 8) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer prohibited from subleasing to any assignee of all necessary licenses and franchises sublessee or from assigning to continue operating any party whose intended business use is other than that described in Section 2.3 herein unless otherwise approved by Lessor in writing. (9) In no event shall any amendment to the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matterssublease, whether or not similar Lessor shall approve same, affect or modify or be deemed to affect or modify the Lease in kindany respect. (10) In no event shall Lessor be deemed to be in privity of contract with sublessee or owe any obligation or duty to sublessee under the Lease or otherwise. At Any duties of Lessor under the time Lease or required by law being in favor of any assignment of this Lease which is approved by Lessor, or for the assignee shall assume all of the obligations benefit of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained enforceable solely by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor▇▇▇▇▇▇. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:

Assignment/Subletting. A. Lessor Tenant shall not assign this Lease, or sublet or license the Premises or any portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as “Transfers” and all or any of assignees, subtenants, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior consent of the Landlord, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of the Landlord and without any termination right of the Landlord being applicable thereto, (i) to any corporation or other entity into or with which Tenant may be merged or consolidated or to any corporation or entity to which all or substantially all of the Tenant’s assets or capital stock will be transferred, or (ii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the surviving corporation or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the greater of (i) the net worth of Tenant as of the date of such corporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a “Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Transfer to any of the following: (i) a tenant in the ▇▇▇▇▇ ▇▇▇▇▇ Office Park; (ii) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the ▇▇▇▇▇ ▇▇▇▇▇ Office Park; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s judgment, as a tenant for a first class office building. Notwithstanding the foregoing, Tenant may, without Landlord’s consent, offer to make or make a Transfer of a portion of the Premises to Transform Pharmaceuticals, Inc. and/or Alterex, Inc., current tenants of the Building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument, if available, or else a statement of the proposed Transfer in detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. Any Transfer, except Permitted Transfers, made without Landlord’s consent shall be void. Landlord shall have the option (but not the obligation) to terminate the Lease with respect to a Transfer of the entire Premises which Tenant proposes effective upon the date of the proposed Transfer and continuing for the proposed term thereof by giving Tenant notice of such termination within 60 days after Landlord’s receipt of Tenant’s request. Tenant, however, shall have the right to sell, convey or mortgage all, but not less than all, withdraw such request if Landlord gives Tenant notice of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sellrecapture the Premises. If Tenant does make a Transfer hereunder, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable any assignee or subtenant pays to satisfy Tenant any amounts in excess of the Net Worth ConditionAnnual Fixed Rent, Additional Rent, and all other payments then payable hereunder, or pro rata portion thereof on a square footage basis for any portion of the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency ConditionPremises (such excess being hereinafter referred to as “Sublease Profits”), such conditions Tenant shall be deemed satisfied if Lessee shall promptly pay fifty percent (150%) pay of said Sublease Profits to Lessor the Subject Transfer Rent Prepayment Amount Landlord as and when received by Tenant after deduction of Tenant’s Sublease Costs (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:The term “

Assignment/Subletting. A. Lessor Tenant, voluntary or involuntarily, shall not assign this Lease, or sublet, license, mortgage or otherwise encumber or convey the Premises or any portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”) and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Any Transfer without such consent shall be null and void and of no effect whatsoever. Notwithstanding the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of the Landlord and without any termination right of the Landlord being applicable thereto, (i) to any corporation or other entity into or with which Tenant may be merged or consolidated or to any corporation or entity to which all or substantially all of the Tenant’s assets or stock will be transferred, or (ii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the surviving corporation or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the greater of the net worth of Tenant (i) as of the date of such corporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a (“Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Transfer to any of the following: (i) a tenant in the Building or any other building owned, managed or controlled by Landlord provided that Landlord has space available for such party; (ii) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building or any other building owned, managed or controlled by Landlord or an affiliate of Landlord provided that Landlord (or any such affiliate) has space available for such party; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class office building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail reasonably satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. If Tenant intends to Transfer more than one-third (1/3) of the Premises and such Transfer is not a Permitted Transfer, then Tenant shall provide Landlord with written notice of its intention to do so and Landlord shall have the option (but not the obligation) to terminate the Lease with respect to such a Transfer effective upon the date that such transfer was to be effective and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (30) days after Landlord’s receipt of such notice from Tenant. In such event, all lobbies, elevators, restrooms and other facilities that are necessary for the use and occupancy of the recaptured premises shall constitute common areas and Landlord shall be entitled to the use of such areas in common with Tenant. Tenant, however, shall have the right to sellwithdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. If Tenant makes a Transfer hereunder, convey and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or mortgage allon account of Tenant’s costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid hereunder with respect to the space in question and (y) Tenant’s reasonable out-of-pocket costs to procure the Transfer amortized on a straight-line basis over the Term of the Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess within thirty (30) days after Tenant’s receipt thereof. A consent required from Landlord under this Section 5.8 with respect to a particular Transfer may be deemed given in accordance with the following procedure. Tenant shall provide an initial written notice to Landlord (which shall include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWENTY DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 333 ▇▇▇▇▇ STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such request within twenty (20) days after delivery to Landlord, Tenant shall provide another written notice to Landlord (which shall also include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE BUSINESS DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 333 ▇▇▇▇▇ STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such second notice within five (5) Business Days after delivery to Landlord, then the consent required from Landlord with respect to such Transfer (but not less than allany future Transfer) shall be deemed given. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other commercially reasonable out-of-pocket expenses incurred in connection with any proposed Transfer, including fees for review of the Properties or to assign its right, title documents and interest as Lessor under this Lease in whole, but not in part; provided, howeverinvestigations of proposed Transferees. Notwithstanding any such Transfer, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties original Tenant named herein shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations remain directly and primarily obligated under this Lease. The amount of such fees and expenses shall not exceed Two Thousand Five Hundred Dollars ($2,500) with respect to any single Transfer, Lessee such amount to be subject to commercially reasonable increase upon the commencement of the fifth (5th) Lease Year of the Term. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Transferee shall attorn be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such purchaser or assignee and Lessor shall be relievedTransferee, from and after the date of such transfer or conveyance, of liability for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant’s liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability. Following a default by Tenant (subject to any obligation of Lessor contained hereinapplicable notice and cure periods), except for obligations or liabilities accrued prior Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee collection shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any be deemed a waiver of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation provisions of this Section shall be voidable at 5.8, or the sole option acceptance of Lessor. C. Notwithstanding the provisions Transferee as a tenant, or a release of Section 26.B, Lessor's Tenant from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a Subject particular Transfer shall not be required if each relieve Tenant from the requirement of obtaining the following conditions are satisfied: (i) no Event consent of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect Landlord to such Subject any further Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:.

Assignment/Subletting. A. (a) Lessor shall have the right to sell, sell or convey or mortgage all, but not less than all, of the Properties Property or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. (b) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and the Permitted Sublessees and upon the particular purposes for which Lessee intends and the Permitted Sublessees intend to use the Properties Property in entering into this Lease. Without the prior written consent of Lessor which will not be unreasonably withheld and except as provided belowbelow and for the Permitted Subleases: (i) except as provided in Section 24, Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; and (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet or license the use of all or any part of the Property provided, however, in the event of a foreclosure of any leasehold mortgage, a substitute Lessee may be designated by Lessee's institutional Lender without the consent of Lessor or any Substitute Lessor. Nothing contained herein shall limit any assignment, pledge or transfer of any stock ownership interest in Leasee, and nothing shall limit the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may transferability of interests in its reasonable discretion determinethe Lessee. (c) Notwithstanding the foregoing, includingLessee shall have the right to sublease the Property, without limitationthe prior written consent of Lessor or Lender, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the effective date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummatedsublease; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent sublease shall be subordinate to this Lease and the Mortgage corresponding to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions Property to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition")which such sublease relates; (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations remain liable under this Lease and the Guaranty, and any notwithstanding such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicablesublease; (iv) after giving effect the Property subject to such Subject Transfer, whether subleases shall be used as a single transaction or as a series Permitted Facilities and shall otherwise be operated and maintained in accordance with the terms and conditions of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition")this Lease; and (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any square footage of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation portion of the rating agencies which have issued ratings Property to be subleased in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all no event exceed 20% of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result total square footage of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Property.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, The identity and financial position of the Properties Tenant is a material consideration of Landlord entering into this Lease. Tenant shall not, directly or to indirectly, assign its right, title and interest as Lessor or sublet under this Lease in wholeor any part thereof, but not in part; provided, however, the prohibition on Lessor's right to sell, convey nor permit all or mortgage less than all any part of the Properties Premises to be used or occupied by another, without first obtaining the written consent of Landlord, which shall not restrict Lessor's right be unreasonably withheld. Any assignment or subletting made without such Landlord’s consent shall be voidable by Landlord. Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. To be effective, any assignment or sublease must be in writing and signed by the Landlord, Tenant and assignee/subtenant, and shall set forth the entire consideration being given and received. The acceptance of Rent from any other person shall neither be deemed to convey Properties to Lessee pursuant to be a waiver of any of the provisions of Sections 21.Bthis Lease nor be deemed to be a consent to the assignment of this Lease or subletting of the Premises. If Landlord shall consent to any assignment or subletting, 23.A(ix)the assignee/subtenant shall assume all obligations of Tenant hereunder and neither Tenant nor any assignee/subtenant shall be relieved of any liability hereunder in the performance of any of the terms, 57 or 58 covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to any such sale assignment or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all subletting of Lessor's obligations under this Lease, Lessee Tenant shall attorn pay, as Additional Rent, all of Landlord’s administrative costs, overhead, reasonable attorneys’ fees and processing costs incurred by Landlord in connection therewith regardless of whether or not Landlord consents to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salesubletting. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:

Assignment/Subletting. A. Lessor (a) Tenant may assign its interest in all or any portion of this Lease or sublease all or any portion(s) of the Properties without the prior written consent of Landlord. Unless Landlord consents to releasing Tenant in writing in advance, which consent Landlord may withhold in its sole and absolute discretion, no sublease under, or assignment of this Lease shall relieve Tenant of its obligations hereunder, and all such obligations shall continue as the obligations of a principal and not as the obligations of a surety or a guarantor. Notwithstanding any merger, consolidation or sale (i) of the Tenant, (ii) of any parent, subsidiary or affiliate of the Tenant or (iii) of any or all of the assets of the Tenant or any parent, subsidiary or affiliate of the Tenant, the original Tenant (and any successor of the original Tenant by such merger, sale or consolidation) shall continue to be obligated for all of the Tenant’s obligations hereunder without any abatement, diminution, set-off, reduction, rebate, termination, or decrease. The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed, shall not in any way be discharged, released or impaired by any (i) agreement which modifies any of the rights or obligations of the parties under this Lease, (ii) stipulation which extends the time within which an obligation under this Lease is to be performed, (iii) waiver of the performance of an obligation required under this Lease, or (iv) failure to enforce any of the obligations set forth in this Lease, unless in each case, the same has been consented to by Landlord in writing. (b) Each sublease of any Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and a copy thereof shall be delivered to Landlord within fifteen (15) days after the execution and delivery of such sublease. Actions affecting a Property by the subtenant (including, but not limited to, a holding over by a subtenant after the expiration or sooner termination of this Lease) shall also be deemed actions taken by Tenant. Tenant shall, within a minimum of ten (10) days prior to the execution and delivery of any such assignment as described in this Section, give notice of such assignment to Landlord. Tenant further agrees that in the case of such assignment, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed, and, in the case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. (c) Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to sell, convey or mortgage all, but not less than all, collect and enjoy all rents and other sums of the Properties or to assign its right, title and interest as Lessor money payable under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part sublease of any of the Properties, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. It is expressly agreed All subleases shall provide that Lessor may withhold or condition upon notice from Landlord of an Event of Default, all rent due under such consent based upon such matters sublease shall be paid as Lessor may in its reasonable discretion determine, including, without limitation, so directed. (d) In the experience and creditworthiness event of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment a termination of this Lease which is approved by LessorLease, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any subtenant of the Properties shall relieve Lessee shall, at the option of its obligations respecting this Lease or Guarantors of Landlord, exercisable within thirty (30) days after such termination, attorn to Landlord. Each subtenant who hereafter takes an interest in any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor Property shall be entitled deemed to receive such excess rentals applicable have agreed to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if this Section. Tenant covenants that each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive sublease of any negative Net Income for any such fiscal quarter) determined on Property hereafter executed shall contain a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent clause expressly providing that the loans contemplated by the Loan Documents have been subject subtenant thereunder shall attorn to a SecuritizationLandlord, Lender shall have received a notice or confirmation upon request of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoingLandlord, in the event that Lessee is unable of a termination of this Lease, but the absence of such a clause from any sublease shall not relieve the subtenant from the provisions of this Section. In the event Landlord expressly waives such right of attornment or does not timely exercise the option to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Conditionhave a subtenant attorn as aforesaid, such conditions sublease shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:automatically terminate.

Assignment/Subletting. A. Lessor Tenant, voluntary or involuntarily, shall not assign this Lease, or sublet, license, mortgage or otherwise encumber or convey the Premises or any portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”) and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Any Transfer without such consent shall be null and void and of no effect whatsoever. Notwithstanding the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of the Landlord and without any termination right of the Landlord being applicable thereto, (i) to any corporation or other entity into or with which Tenant may be merged or consolidated or to any corporation or entity to which all or substantially all of the Tenant’s assets or stock will be transferred, or (ii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the surviving corporation or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the greater of the net worth of Tenant (i) as of the date of such corporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a (“Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Transfer to any of the following: (i) a tenant in the Building or any other building owned, managed or controlled by Landlord provided that Landlord has space available for such party ; (ii) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building or any other building owned, managed or controlled by Landlord or an affiliate of Landlord provided that Landlord (or any such affiliate) has space available for such party; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class laboratory building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail reasonably satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. If Tenant intends to Transfer more than one-third (1/3) of the Premises and such Transfer is not a Permitted Transfer, then Tenant shall provide Landlord with written notice of its intention to do so and Landlord shall have the option (but not the obligation) to terminate the Lease with respect to such a Transfer effective upon the date that such transfer was to be effective and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (30) days after Landlord’s receipt of such notice from Tenant. In such event, all lobbies, elevators, restrooms and other facilities that are necessary for the use and occupancy of the recaptured premises shall constitute common areas and Landlord shall be entitled to the use of such areas in common with Tenant. Tenant, however, shall have the right to sellwithdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. If Tenant makes a Transfer hereunder, convey and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or mortgage allon account of Tenant’s costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid hereunder with respect to the space in question and (y) Tenant’s reasonable out-of-pocket costs to procure the Transfer amortized on a straight-line basis over the Term of the Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess within thirty (30) days after Tenant’s receipt thereof. A consent required from Landlord under this Section 5.8 with respect to a particular Transfer may be deemed given in accordance with the following procedure. Tenant shall provide an initial written notice to Landlord (which shall include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWENTY DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 610 LINCOLN STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such request within twenty (20) days after delivery to Landlord, Tenant shall provide another written notice to Landlord (which shall also include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE BUSINESS DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 610 LINCOLN STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such second notice within five (5) Business Days after delivery to Landlord, then the consent required from Landlord with respect to such Transfer (but not less than allany future Transfer) shall be deemed given. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other commercially reasonable out-of-pocket expenses incurred in connection with any proposed Transfer, including fees for review of the Properties or to assign its right, title documents and interest as Lessor under this Lease in whole, but not in part; provided, howeverinvestigations of proposed Transferees. Notwithstanding any such Transfer, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties original Tenant named herein shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations remain directly and primarily obligated under this Lease. The amount of such fees and expenses shall not exceed Two Thousand Five Hundred Dollars ($2,500) with respect to any single Transfer, Lessee such amount to be subject to commercially reasonable increase upon the commencement of the fifth (5th) Lease Year of the Term. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Transferee shall attorn be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such purchaser or assignee and Lessor shall be relievedTransferee, from and after the date of such transfer or conveyance, of liability for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant’s liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability. Following a default by Tenant (subject to any obligation of Lessor contained hereinapplicable notice and cure periods), except for obligations or liabilities accrued prior Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee collection shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any be deemed a waiver of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation provisions of this Section shall be voidable at 5.8, or the sole option acceptance of Lessor. C. Notwithstanding the provisions Transferee as a tenant, or a release of Section 26.B, Lessor's Tenant from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a Subject particular Transfer shall not be required if each relieve Tenant from the requirement of obtaining the following conditions are satisfied: (i) no Event consent of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect Landlord to such Subject any further Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant (a) Subject to the provisions of Sections 21.B, 23.A(ixParagraph 54(h), 57 below, Tenant covenants that it shall not assign this lease nor sublet the Demised Premises or 58 hereofany part thereof without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. In Tenant may assign this lease or sublet the Demised Premises with Landlord's written consent provided: (i) That such assignment or sublease is for a use which is in compliance with the terms of this lease, the then existing zoning regulations and the Certificate of Occupancy; (ii) That at the time of such assignment or subletting, there is no default under the terms of this lease on Tenant's part which has not been cured prior to the expiration of all applicable grace periods; (iii) That in the event of any such sale or assignment other than a security an assignment, provided Lessee receives written notice that such purchaser or the assignee has assumed assumes in writing the performance of all of Lessor's the terms and obligations to be performed by Tenant under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, lease from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.assignment; B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all That a duplicate original of said assignment or any part of any sublease be delivered to Landlord at the address herein set forth within twenty (20) days from the said assignment or sublease and within one hundred twenty (120) days of the Properties. It is expressly agreed date that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, Tenant first provides Landlord with the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee information required under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurredParagraph 54(f) below; (v) That, in which case, Lessor the event Tenant shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessorrequest Landlord's consent to a Subject Transfer proposed assignment of this lease or proposed sublease of all or a portion of the Demised Premises, Tenant shall pay or reimburse to Landlord the reasonable attorney fees and disbursements incurred by Landlord in processing such request, which fees and disbursements shall not exceed $1,500.00 in any one instance; (vi) Such assignment or subletting shall not, however, release Tenant from its liability for the full and faithful performance of all of the terms and conditions of this lease; (vii) If this lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect Rent and additional rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and additional rent herein reserved; (b) Notwithstanding anything contained in this Paragraph 54 to the contrary, no assignment or subletting shall be made by Tenant in any event until Tenant has offered to terminate this lease as of the last day of any calendar month during the term hereof and to vacate and surrender the Demised Premises to Landlord on the date fixed in the notice served by Tenant upon Landlord (which date shall be prior to the date of such proposed assignment or the commencement date of such proposed sublease), and Landlord, within thirty (30) days after the receipt thereof, has not accepted in writing the offer by Tenant to cancel and terminate this lease and to vacate and surrender the Demised Premises. (c) Unless otherwise consented to by Landlord (which consent shall not be required if each of unreasonably withheld, conditioned or delayed), in writing, in no event shall Tenant have the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect right to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less sublease more than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter the aggregate of the Lessee Entities ending after space.!eased to Tenant under the Effective Date Tenant Leases (i.e.as defined herein). The restriction contained in this Paragraph 54(c) shall not apply to transactions set forth in Paragraph 54(h), exclusive below. (d) Tenant shall not mortgage, pledge, hypothecate or otherwise encumber its interest under this lease without Landlord's prior written consent. (e) Without affecting any of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Dateits other obligations under this lease, plus Tenant will pay Landlord as additional rent fifty (3) seventy-five (7550%) percent of any sums or other economic consideration, which (i) are actually received by Tenant as a result of a subletting whether or not referred to as rentals under the proceeds sublease (after deducting therefrom the reasonable costs and expenses incurred by Tenant in connection with the subletting in question); and (ii) exceed in total the sums which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the Demised Premises subject to such sublease), it being the express intention of the parties that Landlord and Tenant shall share equally in any issuance profit by reason of equity securities such sublease. Tenant will not amend the sublease in such a way as to reduce or delay payment of amounts which are provided in the sublease approved by Landlord. Any amendment or modification of an assignment or sublease shall be deemed to be a new assignment or sublease and shall require the prior written consent of Landlord. (f) Landlord agrees that it shall not unreasonably withhold its consent to a subletting or assignment in accordance with the terms of this Paragraph 54. In determining reasonableness, there shall be taken into account the character and reputation of the proposed subtenant or assignee, the specific nature of the proposed subtenant's or assignee's business and whether same is in keeping with other tenancies in the Building; the financial standing of the proposed subtenant or assignee; and the impact of all of the foregoing upon the Building and the other tenants of Landlord therein. Landlord shall not be deemed to have unreasonably withheld its consent if it refuses to consent to a subletting or assignment to an existing tenant in any building in a five (5) mile radius of the Building which is owned by Landlord or its affiliate or to a proposed subtenant or assignee with whom Landlord is negotiating, or has negotiated in the preceding six (6) months, a lease or if, at the time of Tenant's request, Tenant is in default, beyond applicable grace and notice periods, of any of the Lessee Entities terms, covenants and conditions of this lease to be performed by Tenant. At least thirty (30) days prior to any proposed subletting or other contributions assignment, Tenant shall submit to the capital of any Landlord a written notice of the Lessee Entities subsequent proposed subletting or assignment, which notice shall contain or be accompanied by the following information: (i) the name and address of the proposed subtenant or assignee; (ii) the nature and character of the business of the proposed subtenant or assignee and its proposed use of the premises to the Effective Date (the "Net Worth Condition"); be demised; (iii) Lessee the most recent two (2) years of balance sheets and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any profit and loss statements of the Guarantors, proposed subtenant or assignee or other financial information satisfactory to Landlord; and (iv) such shall be accompanied by a copy of the proposed sublease or assignment of lease. (g) The listing of an assignee's or subtenant's name on the door or Building directory shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable;deemed Landlord's consent hereunder. (ivh) after giving effect Notwithstanding anything contained in this Paragraph 54 to such Subject Transferthe contrary, whether as Tenant may assign this lease or sublet all or a single transaction or as portion of the Demised Premises without Landlord's consent but upon prior written notice to Landlord (each, a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio "Permitted Transferee") (i) to an Affiliate (as hereinafter defineddefined herein) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 Tenant; or (the "Corporate Fixed Charge Coverage Ratio Condition") (vii) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization transactions with an entity into or with which Tenant is merged or consolidated or to a person or entity to which all or substantially all of Tenant's assets, and/or stock, partnership or membership interests are sold or otherwise transferred, provided that such Subject Transfer will merger, consolidation, transfer or sale of assets, stock or interests is for a valid business purpose and not cause principally for the purpose of transferring the leasehold estate created hereby and/or avoiding the requirements of this Paragraph 54, and provided further, that in any of such rating agencies to downgradeevents described in items (i) or (ii) above, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all use of the conditions Demised Premises shall remain unchanged. The provisions of Paragraph 54(b) above shall not apply to such Subject Transfer set forth in this Section 26.C have been satisfiedassignments or sublets to a Permitted Transferee. Notwithstanding For the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.Clease: (x) the term "Affiliate" shall mean any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity, and a corporation or other entity which provides financial, investment or insurance services and products to Tenant's members as part of Tenant's regular business regardless of control; and (y) "Control" (and with correlative meaning, "controlled by" and "under common control with") shall mean ownership or voting control of 50% or more of the following terms shall be defined as set forth below:voting stock, partnership interests or other beneficial ownership interests of the entity in question.

Assignment/Subletting. A. Lessor shall have The following is added at the right to sell, convey or mortgage all, but not less than all, end of Section 5.2.1 of the Properties or Lease: “If Tenant desires to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any portion of the Properties. It is expressly agreed that Lessor may withhold Premises, then Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (i) the date Tenant desires the assignment or condition sublease to be effective, (ii) the material business terms on which Tenant would assign or sublet such consent based upon such matters as Lessor may in premises, (iii) a description of the portion of the Premises to be sublet, if applicable, (iv) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant, the nature of its reasonable discretion determinebusiness, and its proposed use of the Premises, (v) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial statements, and (vi) such other information Landlord may reasonably request. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) shall be granted the experience right, at Landlord’s option (x) with respect to a proposed assignment, to terminate this Lease, upon the terms and creditworthiness conditions hereinafter set forth; and (y) with respect to a sublease, to terminate this Lease with respect to the portion of the Premises proposed to be sublet, upon the terms and conditions hereinafter set forth. If Landlord exercises its option to terminate this Lease (in whole or in part) pursuant to the foregoing provisions, then (a) this Lease (or that part of the Lease relating to the part of the Premises proposed to be sublet, as applicable) shall end and expire on the date that such assignment or sublease was to commence (as if such date were the expiration date of the term hereof), (b) Rent shall be pro-rated and paid or refunded as of such date, (c) Tenant, upon Landlord’s request, shall enter into an agreement confirming such termination, and (d) Landlord shall be free to lease the Premises or applicable part thereof, to any assigneeperson or persons, including, without limitation, to Tenant’s prospective assignee or subtenant. In no event shall Landlord be considered to have withheld its consent unreasonably to any proposed assignment or subletting if (it being understood that this is not an all-inclusive list): 1) the assumption by any proposed assignee or subtenant is not a reputable person or entity of good character with sufficient financial means to perform all of Lessee's its obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant or the sublease, as the case may be, and/or Landlord has not been furnished with reasonable proof thereof; 2) the proposed assignee or sublessee may, in Landlord’s reasonable determination, use the Premises for (a) a use which does not comply with the conditions and restrictions set forth in this Lease, or (b) a use which could overburden the Premises, the Building, the parking areas or other common areas on the Property, or (c) a use which could cause an increase in the insurance premiums payable with respect to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any the Property or in the Operating Expenses; 3) the proposed assignee or subtenant (or an affiliate thereof) is then an occupant of the Properties shall relieve Lessee of its obligations respecting this Lease Building; 4) the aggregate consideration to be paid by the proposed assignee or Guarantors of any of their obligations respecting subtenant under the Guaranty. Any rentals owing under a sublease which are in excess terms of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default proposed assignment or sublease is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five percent (75%) percent of the proceeds fixed rent at which Landlord is then offering to lease other space in the Building; 5) the proposed assignee or subtenant is a person or entity (or affiliate of any issuance a person or entity) with whom Landlord or Landlord’s agent is then or has been within the prior six (6) months negotiating in connection with the rental of equity securities of any space in the Building; 6) the form of the Lessee Entities proposed sublease or other contributions instrument of assignment is not reasonably satisfactory to the capital of any Landlord; 7) there shall be more than two (2) subtenants of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition")Premises; (iii) Lessee and Guarantors8) the proposed subtenant or assignee shall be entitled, including any surviving entity as a result directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the proposed assignee or subtenant agrees to waive such Subject Transfer diplomatic or sovereign immunity, and/or successor of Lessee or any of the Guarantors, shall not be released from any subject to the service of their respective obligations under this Lease process in, and the Guarantyjurisdiction of the courts of, and the Commonwealth of Massachusetts; or 9) any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect mortgagee whose consent to such Subject Transfer, whether as assignment or sublease is required fails to consent thereto. If a single transaction or as a series default of transactions, the Lessee Entities Tenant shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of occur at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately time prior to the consummation effective date of such Subject Transfer; (vii) assignment or subletting, then Landlord’s consent thereto, if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitizationpreviously granted, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be immediately deemed satisfied if Lessee shall (1) pay revoked without further notice to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined)Tenant, and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) consent shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes void and without force and effect, and such assignment or subletting shall constitute a further default of this Section 26.C, the following terms shall be defined as set forth below:Tenant hereunder.”

Assignment/Subletting. A. Lessor Tenant shall have the right to sellnot, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessorwithout Landlord's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee which shall not assignbe unreasonably withheld: (a) Assign, transfer hypothecate, mortgage, encumber, or convey this Lease or any interest therein, whether under it; (b) Allow any transfer thereof or any lien upon Tenant's interest by operation of law law; (c) Sublet the demised Premises in whole or otherwise; in part. The following provisions apply to subletting: (iid) no Subject Transfer Prior to making any sublease, Tenant shall occur; (iii) no interest first notify Landlord in Lessee writing of its election to sublease all or any a portion of the Guarantors shall be pledgedPremises, encumbered, hypothecated or assigned as collateral for any obligation of any such notice to include a copy of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kindproposed sublease. At the any time within thirty (30) days after service of any assignment of this Lease which is approved by Lessorsaid notice, the assignee Landlord shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfiednotify Tenant that: (i) no Event of Default shall have occurred and be continuing under this Lease as of it consents to the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated;sublease, or (ii) after giving effect it refuses to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent consent to the Effective Datesublease, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition");or (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any with respect to the proposed sublease of the Guarantorsentire Premises, it cancels the Lease effective as of the beginning of the sublease term, or (iv) with respect to the proposed sublease of part of the Premises, effective as of the beginning of the sublease term it amends the Lease to reduce the Premises by the portion of the Premises proposed to be sublet and further appropriately amends the Lease because of the reduction of the Premises. (e) The use for which the Premises may be sublet shall be only for lawful office use in keeping with the general character of the Building. (f) If Tenant shall sublet the Premises at a rental in excess of the Rent, said excess rental shall be shared equally between Landlord and Tenant and shall be paid to Landlord promptly when due under any such subletting as additional rent hereunder. Any assignment or subletting shall not be released from any release Tenant of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee liability under this Lease or Guarantors under the Guarantypermit any subsequent prohibited act, as applicable; (iv) after giving effect to unless specifically provided in such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:consent.

Assignment/Subletting. A. Lessor Tenant, voluntarily or involuntarily, shall not assign this Lease, or sublet, license, mortgage or otherwise encumber or convey the Premises or any portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”, and all or any of assignees, transferees, licensees, and other such parties EAST\66392481.7 are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any Transfer without such consent shall be null and void and of no effect whatsoever. Notwithstanding the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of the Landlord and without any termination (or so-called “recapture”) right of the Landlord being applicable thereto, (i) to any corporation or other entity into or with which Tenant may be merged, reorganized, restructured or consolidated or to any corporation or entity to which all or substantially all of the Tenant’s assets or capital stock will be transferred, or (ii) to any corporation or other entity which is an affiliate, subsidiary, parent or successor of Tenant (any such entity under this clause (ii) shall be referred to herein as a “Tenant Affiliate”), provided in all such cases the surviving corporation or entity shall provide reasonable evidence that it has a net worth as determined by generally accepted accounting principles consistently applied and using the most recent audited financial statements of such entity immediately after such corporate Transfer transaction of no less than an amount equal to Fifty Million Dollars ($50,000,000.00) (herein, the “Creditworthiness Test”) and, if requested by Landlord, shall confirm in writing that such entity is bound by all of the terms and conditions of this Lease (all of the foregoing Transfers being referred to as a “Permitted Transfer” and the applicable entity the “Permitted Transferee”). Notwithstanding the foregoing, Landlord shall waive the foregoing net worth requirement in the case of a Permitted Transfer to a Tenant Affiliate so long as the original Tenant named under this Lease remains liable for all Tenant obligations under this Lease and Landlord determines that the original Tenant satisfies the Creditworthiness Test. Original Tenant shall provide evidence of its creditworthiness as reasonably requested by Landlord. Unless Landlord’s consent specifically provides otherwise with respect to a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Transfer to any of the following: (i) a tenant in the Building or any other building owned, managed or controlled by Landlord; (ii) any party with whom Landlord or any affiliate of Landlord within the preceding one hundred eighty (180) days has given a tour of or to whom or from whom Landlord or Landlord’s affiliate has given or received a written proposal for space in the Building or any other building owned, managed or controlled by Landlord or an affiliate of Landlord in Waltham, Massachusetts; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class office building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail reasonably satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. If Tenant intends to Transfer more than fifty percent (50%) of the Premises and such Transfer is not a Permitted Transfer, then Tenant shall provide Landlord with written notice of its intention to do so and Landlord shall have the option (but not the obligation) to terminate the Lease with respect to such a Transfer effective upon the date that is ninety (90) days after Landlord receives such notice from Tenant and continuing for the proposed term thereof by giving Tenant notice of such termination within forty-five (45) days after Landlord’s receipt of such notice from Tenant. Tenant, however, shall have the right to sell, convey or mortgage all, but not less than all, withdraw such request if Landlord gives Tenant notice of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of recapture the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereofPremises. In the event of any such sale or assignment If Tenant makes a Transfer hereunder (other than a security assignmentSublease to a Tenant Affiliate), provided Lessee receives written notice that and if the aggregate rent and other charges payable to Tenant under and in connection with such purchaser Transfer (including without limitation any amounts paid for leasehold improvements or assignee has assumed all on account of Lessor's obligations Tenant’s costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid EAST\66392481.7 hereunder with respect to the space in question and (y) Tenant’s reasonable out-of-pocket costs to procure the Transfer amortized on a straight-line basis over the Term of the Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess. If the amount of rent and other charges payable under a Transfer is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the Fair Market Rent Rate then obtainable for the space in question multiplied by the Rentable Floor Area of the portion of the Premises subject to such Transfer. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other expenses incurred in connection with any proposed Transfer, including fees for review of documents and investigations of proposed Transferees not to exceed $3,000 per Transfer (or $1,000 in the case of a Permitted Transfer). Notwithstanding any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), Lessee such Transferee shall attorn be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such purchaser or assignee and Lessor shall be relievedTransferee, from and after the date of such transfer or conveyance, of liability for the performance of any obligation Tenant’s agreements under this Lease (including payment of Lessor contained hereinRent under the Transfer), except for obligations and every Transfer shall so provide, without relieving or liabilities accrued prior modifying Tenant’s liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability. Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or sale. B. Lessee acknowledges that Lessor has relied both on collection shall be deemed a waiver of the business experience provisions of this Section 5.8, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and creditworthiness primary liability for the further performance of Lessee and upon Tenant’s covenants hereunder. The consent by Landlord to a particular Transfer shall not relieve Tenant from the particular purposes for which Lessee intends requirement of obtaining the consent of Landlord to use the Properties in entering into this Leaseany further Transfer. Without limiting the prior written consent foregoing and notwithstanding any provision of Lessor and except as provided below: Section 5.8, Tenant shall have the right without being subject to Section 5.8 (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, any termination or so-called “recapture” rights of Landlord) and without receipt of Landlord’s consent, but on reasonable prior notice to Landlord, to permit the experience and creditworthiness occupancy of any assignee, one or more portions of the assumption Premises for the Permitted Uses by any assignee individuals who are independent contractors of all Tenant in support of Lessee's Tenant’s business in the Premises (each a “Permitted Occupant” and collectively the “Permitted Occupants”) on and subject to the following conditions: (i) such individuals or entities shall not be permitted to occupy a separately demised portion of the Premises which contains an entrance to such portion of the Premises other than the primary entrance to the Premises; and (ii) such occupancy shall not be a subterfuge by Tenant to avoid its obligations hereunder under this Section 5.8. Any occupancy by undertakings enforceable by Lessor, the transfer a Permitted Occupant permitted under this paragraph shall be referred to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved as a “Permitted Occupancy”. Tenant shall promptly provide such information as reasonably requested by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant Landlord from time to Lessor's standard form of assumption agreement. No such assignment nor any subletting of time concerning any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the GuarantyPermitted Occupants. Any rentals owing under occupancy by a sublease which are in excess of the rentals owing hereunder may be retained Permitted Occupant permitted by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer 5.8 shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and deemed to be continuing a Transfer under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactionsSection 5.8. Notwithstanding any arrangement with Permitted Occupants under this paragraph, the Lessee Entities, including any surviving entity as a result liability of such Subject Transfer and/or successor of Lessee or any of the Guarantors, Tenant to Landlord shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee remain direct and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfiedprimary. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:EAST\66392481.7

Assignment/Subletting. A. Lessor (a) Subject to the approval of the NYSPSC, Tenant may assign Tenant’s interest in this Lease to any governmental entity of the State of New York, any of Tenant’s affiliates or Tenant’s members, or to any entity acquiring all or any part of the Project Facilities, in each case, without Landlord’s consent (collectively, the “Permitted Assignees”); provided, however, that Tenant first deliver Landlord written notice of ▇▇▇▇▇▇’s intent to assign this Lease to such Permitted Assignee no later than thirty (30) days prior to ▇▇▇▇▇▇’s filing of its application seeking NYSPSC approval for such transfer or assignment. (b) Notwithstanding the foregoing, Tenant shall have the right at any time and from time to selltime, convey or mortgage allwithout the consent of Landlord, but not less than allto enter into financing with respect to the Project Facilities and, in connection therewith, collaterally assign its interest in the Project Facilities in order to grant any lender a first priority security interest in all of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not and to the Project Facilities; and (ii) enter into one or more leasehold mortgages with an Institutional Lender (defined below) in partfavor of one or more financing parties; provided, however, the prohibition on Lessor's right that in no event shall Landlord be required to sell, convey encumber or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant subordinate its fee title to the provisions of Sections 21.B, 23.A(ix), 57 Property or 58 hereof. In the event of any part thereof or interest therein in connection with any such sale leasehold mortgage. ▇▇▇▇▇▇▇▇ agrees, at ▇▇▇▇▇▇’s cost and expense, including, reasonable attorneys’ fees, to cooperate with reasonable requests made by any financing party for amendments to or assignment other than a security assignment, provided Lessee receives written notice modifications of this Lease that such purchaser or assignee has assumed all do not change material terms of Lessor's obligations under this Lease, Lessee shall attorn including economic terms which are deemed material, and are otherwise reasonably acceptable to Landlord. ▇▇▇▇▇▇▇▇ further agrees, in connection with any leasehold mortgage, to execute and deliver an agreement among Tenant, Landlord and the financing parties (a “Consent and Agreement”) consenting and agreeing to such purchaser or assignee leasehold mortgage, in a form reasonably requested by the financing parties. ▇▇▇▇▇▇▇▇ also agrees to furnish the financing parties with such other consents, estoppel certificates and Lessor similar documents as may be reasonably requested by the financing parties. For the purposes of this Section 23(b), “Institutional Lender” shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: mean (i) Lessee shall not assigna savings bank, transfer a savings and loan association, a bank or convey this Lease trust company, an insurance company or any interest thereinan educational institution, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; a federal, state, municipal, teachers, or other public employees’ welfare, pension or retirement trust, fund or system, (iii) no interest any other employees, welfare, pension or retirement trust, fund or system having assets of at least $500,000,000, (iv) any real estate investment or mortgage trust having assets of at least $500,000,000, (v) any corporation, organization or other entity not referred to in Lessee the foregoing provisions of this sentence, and which is subject to supervision and regulation by the insurance or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation banking department of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part United States, the State of any New York, the Board of Governors of the PropertiesFederal Reserve System, the Comptroller of the Currency, the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation or by any other Governmental Authority exercising similar functions or by any successor hereafter exercising similar functions, having a net worth of at least $500,000,000, or (vi) a Governmental Authority, or (vii) a corporate governmental agency constituting a public benefit corporation of the State of New York. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may Nothing herein contained shall limit Landlord’s right to place any mortgage on the interests of Landlord in its reasonable discretion determine, the fee estate of the Leased Property including, without limitation, the experience any modifications, consolidations, extensions, renewals and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessorreplacements thereof. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties Tenant shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under assign this Lease, Lessee shall attorn or sublet or license the Premises or any portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as “Subleases” and all or any of the assignees, subtenants, licensees, and other such purchaser or assignee and Lessor shall be relievedparties are referred to as “Subtenants”) without obtaining, from and after the date of such transfer or conveyanceon each occasion, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided belowthe Landlord. The Term “Sublease” shall further include any transfer of Tenant’s interest in this Lease to a subsidiary or corporate affiliate of Tenant, including, but not limited to: (ia) Lessee shall not assign, transfer or convey this Lease or any interest thereinSublease to any entity succeeding to the business and assets of Tenant, whether by operation way of law merger, consolidation or otherwise; , or (iib) no Subject Transfer any Sublease to any entity controlling or controlled by Tenant or controlled by the same persons who control Tenant. For purpo ses of clause (b), control shall occur; (iii) no interest in Lessee or any mean possession of more than 50% ownership of the Guarantors shares of beneficial interest of the entity in question. Tenant’s request for consent to a Sublease shall include a copy of the fully negotiated but unsigned Sublease instrument, together with detailed financial, business and other information about the proposed Subtenant. Landlord may not unreasonably withhold or delay its consent to a Sublease, provided that the Sublease is for the entire Premises or for no less than one floor of the Premises hereunder. There shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation no Sublease of any less than one floor of the Lessee Entities; and (iv) Lessee shall not sublet all or Building at any part of any of the Propertiestime. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoinghereof, in the event that Lessee Tenant desires to vacate the Building and proposes a Sublease for the space that Tenant then occupies, Landlord shall have the option (but not the obligation) to terminate the Lease with respect to the Premises effective upon the date of such proposed Sublease and continuing for the Term by giving Tenant notice of such termination with in 15 business days after Landlord’s receipt of Tenant’s request, provided that if Landlord terminates this Lease, it shall recapture the Premises subject to any approved Subleases then in place. If Tenant does make a Sublease hereunder, and if the aggregate monthly rent and other charges payable to Tenant under and in connection with such Sublease (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Sublease) exceed the monthly rent and other charges payable hereunder with respect to the space in question, Tenant shall pay to Landlord, as an additional charge, one half the surplus of the amount of such excess on a monthly basis. If the amount of rent and other charges payable under a Sublease or the comparable value given is unable not readily ascertainable, such amount may, at Landlord’s option, be deemed to satisfy equal the Net Worth Conditionfair market rent then obtainable for the space in question. Notwithstanding any such Sublease, the Corporate Fixed Charge Coverage Ratio Condition and/or origi nal Tenant named herein shall remain directly and primarily obligated under this Lease. Notwithstanding anything in this Section to the Rating Agency Conditioncontrary, the Tenant acknowledges that there shall be no Sublease of the Premises except for a Sublease of the entire Premises or of one floor of the Premises.. If Tenant enters into any Sublease with respect to the Premises, Landlord may, at any time and from time to time require that such conditions Subtenant agree directly with Landlord to be liable, jointly and severally, with Tenant to the extent of the obligations undertaken by or attributable to such Subtenant, for the performance of Tenant’s agreements under this Lease (including payment of rent and other charges under the Sublease), and every Sublease shall so provide. Landlord may collect rent and other charges from the Subtenant and apply the net amount collected to the rent and other charges hereunder, but no such assignment or collection shall be deemed satisfied if Lessee shall (1) pay to Lessor a waiver of the Subject Transfer Rent Prepayment Amount (as hereinafter defined)provisions of Section 4.9, and (2) pay to Lessor or the Prepayment Charges payable by Lessor to Lender acceptance of the Subtenant, as a result tenant, or a release of Tenant from direct and primary liability for the payment further performance of Tenant’s covenants hereunder. The consent by Landlord to a particular ▇▇ ▇▇▇▇▇▇ shall not relieve Tenant from the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment requirement of obtaining the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day consent of a calendar month, beginning with the calendar month in which such payment is made) shall be equal Landlord to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:any further Sublease.

Assignment/Subletting. A. Lessor Sublessee shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in wholenor any rights hereunder, but not in part; provided, however, the prohibition on Lessor's right to sell, convey nor let or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of the Sublease Premises, nor suffer or permit any person or corporation to use any part of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, includingSublease Premises, without limitationfirst obtaining the express written consent of Sublessor, the experience and creditworthiness which shall not be unreasonably withheld. Should Sublessor consent to such assignment of any assigneethis Lease, the assumption by any assignee or to a sublease of all or any part of Lessee's obligations hereunder by undertakings enforceable by Lessorthe Sublease Premises, the transfer to any assignee Sublessee does hereby guarantee payment of all necessary licenses rent herein reserved until the expiration of the term hereof and franchises no failure of Sublessor to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties promptly collect from any assignee as Lessor may requestor sublessee, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At any extension of the time for payment of any assignment such rents, shall release or relieve Sublessee from its guaranty of this Lease which is approved by Lessor, the assignee obligation of payment of such rents. Sublessee shall assume all be permitted to sublet or license portions of the obligations Sublease Premises to be used and/or occupied by subtenants, licensees and/or concessionaires of Lessee under this Lease pursuant Sublessee, upon notice to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease Sublessor and for which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, LessorSublessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: required, provided that all such subtenants, licensees and/or concessionaires: (i) no Event of Default shall have occurred use the Sublease Premises only for the Permitted Uses, or for such other uses as shall be consented to by Sublessor, and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, shall use and occupy the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined Sublease Premises in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter terms and conditions of the Lessee Entities ending after the Effective Date (i.e.Prime Lease, exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, Rules and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received Regulations made a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:part hereof.

Assignment/Subletting. A. Lessor shall have the right to sell, convey Lessee may not assign or mortgage all, but not less than all, of the Properties sublet all or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than substantially all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to Bond Financed Property or assign the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives rights and obligations herein without first obtaining written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and approval by Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on sublet and then, only in conjunction with an assignment of the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Ground Lease. Without Lessor approval of a proposed assignment or sublet of all or substantially all of the prior written consent of Lessor and except as Bond Financed Property shall not be unreasonably withheld provided below: that (i) the proposed assignee or sublessee is a party of similar financial worth to Lessee, and Lessee shall not assignhave provided Lessor with proof thereof, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer the proposed assignee or sublessee is experienced in the Permitted Uses (as defined in the Ground Lease) and Lessee shall occur; have provided Lessor with proof thereof, (iii) no interest in Lessee or any the nature and character of the Guarantors shall be pledgedproposed assignee or sublessee, encumbered, hypothecated or assigned as collateral for any obligation of any its business and activities and intended use of the Lessee Entities; Bond Financed Property are in Lessor’s reasonable judgment consistent with the requirements of this Facilities Lease, and (iv) Lessee shall not sublet is expressly subject to all or any part of any of the Properties. It terms and provisions of this Facilities Lease (which any assignee shall also expressly assume in writing) and to any matters to which this Facilities Lease is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determinesubject, including, without limitation, the experience Tax Certificate (as defined in the Indenture), and creditworthiness the Sublessee agrees in writing to perform all the Lessee’s covenants, and (iv) the granting of such consent will not constitute a default under any assignee, other agreement to which Lessor is a party or by which Lessor is bound; and further provided that Lessor shall never be required to accept or approve any such assignee or sublessee that would adversely affect or otherwise jeopardize Lessor’s “strategic seaport” classification by the assumption United States Department of Defense. Consent by Lessor to any assignee assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. Lessee shall at all times remain liable for the payment of Rent herein and for compliance with all of Lessee's its other obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of under this Facilities Lease notwithstanding any assignment or subletting under the Lease. The foregoing is not intended to prevent the sublease by Lessee of this Lease which is approved by Lessor, the assignee shall assume less than substantially all of the obligations of Lessee under this Lease pursuant Bond Financed Property, or to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any require the consent of the Properties Lessor with respect to any such sublease; provided, however, that Lessee shall relieve Lessee of deliver a copy each sublease to Lessor promptly after its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a execution and such sublease which are in excess shall contain an express obligation on behalf of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled sublessee to receive such excess rentals applicable to comply with all the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation terms and conditions of this Section Facilities Lease, and that no such sublessee shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as use the Bond Financed Property for any use that is not permitted or that would affect the tax-exempt status of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; Series 2016 Bonds or (ii) after giving effect to such Subject Transfer, whether as a single transaction adversely affect or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to otherwise jeopardize Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated ’s “strategic seaport” classification by the Lessee Entities immediately prior to the consummation United States Department of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Defense.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant 4.01 Subject to the provisions terms of Sections 21.Bthis Article 4, 23.A(ix), 57 neither Tenant nor Tenant’s legal representatives or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties successors in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer , shall occur; (iii) no assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any corporate tenant or sublessee of this Lease or a majority of the total interest in Lessee any partnership or limited liability company tenant or sublessee or other entity, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall be deemed an assignment of this Lease or of such sublease; provided, however, that Landlord’s consent shall not be required with respect to any such deemed assignment to a Related Entity of Tenant (or subtenant) if the terms and conditions of Section 4.09 are satisfied. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the Rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the Guarantors shall be pledgedprovisions hereof, encumbered, hypothecated or assigned as collateral for any obligation of any the acceptance of the Lessee Entities; and (iv) Lessee assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting if and to the extent such consent is otherwise required hereunder. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance (unless consent is not required hereunder), which consent shall be granted or withheld in accordance with all applicable provisions of this Article 4 as if such sublease or assignment were made by Tenant (i.e., the provisions of this Article 4 shall be applied as if the references herein to Tenant were references to such sublessee seeking consent). A material modification, material amendment or extension (but not a termination) of a sublease which is not expressly contemplated in such sublease shall be deemed a sublease and shall be subject to all of the provisions of this Article 4. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. Notwithstanding anything to the contrary contained herein, transfers of ownership interests in Tenant on a recognized United States or foreign securities exchange or in an over-the-counter market or transfer of ownership interests in Tenant pursuant to a public offering shall not be deemed an assignment for purposes of this Lease. If any lien is filed against the Premises or the Building for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within twenty (20) days after Tenant has notice of such lien, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. 4.02 If Tenant desires to assign this Lease or sublet all or any portion of the Premises, then, in each such case, Tenant shall first submit in writing to Landlord a notice referencing this Section 4.02 together with a term sheet setting forth all of the following terms and conditions upon which Tenant is willing to assign this Lease or sublet the Premises, or portion thereof, whichever may be applicable, (a) in the case of a proposed subletting, the area proposed to be sublet, and, in the case of a proposed assignment such notice shall set forth Tenant’s intention to assign this Lease, (b) the term of the proposed subletting including the proposed dates of the commencement and the expiration of the term of the proposed sublease or the effective date of the proposed assignment, as the case may be, (c) the rents, work contributions, free rent and all other concessions and material economic provisions that are proposed to be included in the transaction, (d) in the case of a proposed subletting of less than the entire Premises where alterations are required to physically separate such portion of the Premises from the remainder of the Premises, which party shall perform such alterations and which party shall pay the cost thereof, and (e) in the case of a proposed subletting, the condition in which the Premises (or applicable portion thereof) shall be delivered by Tenant, and which shall be deemed an offer (a “Tenant’s Recapture Offer”): (i) with respect to a prospective assignment, to terminate or assign this Lease to Landlord without any payment of moneys or other consideration therefor by Landlord to Tenant, or, (ii) with respect to a sublease for all or a portion of the Premises for all or substantially all of the balance of the Term (i.e., term of sublease would expire with one (1) year or less remaining in the Term), to terminate this Lease with respect to the portion of the Premises covered by such sublease (the “Lease Termination Area”), or (iii) with respect to a prospective subletting, to sublet to Landlord (a “Leaseback”) the portion of the Premises involved (“Leaseback Area”) for the term specified by Tenant in Tenant’s Recapture Offer at Tenant’s proposed sub-rental, and otherwise on the terms, covenants and conditions (including provisions relating to escalation rents), as are contained in Tenant’s Recapture Offer. Tenant’s Recapture Offer shall specify the date when the Leaseback Area, the Lease Termination Area or the Premises, as the case may be, will be made available to Landlord, which date shall be in no event earlier than sixty (60) days nor later than two hundred seventy (270) days following the acceptance of Tenant’s Recapture Offer (the “Recapture Date”). Landlord shall have a period of thirty (30) days from the giving of such Tenant’s Recapture Offer to either accept or reject Tenant’s Recapture Offer as of the Recapture Date (it being understood that for purposes of this Article 4, “accepting” a Tenant’s Recapture Offer shall mean that Landlord shall elect, as permitted hereunder, to terminate this Lease with respect to the Premises (or applicable portion thereof), require Tenant to assign this Lease to Landlord or sublease the applicable portion of the Premises to Landlord, as the case may be). If Landlord fails to respond to Tenant’s Recapture Offer within the thirty (30) day period, then Tenant shall have the right to deliver a second notice to Landlord (a copy of which, as a condition to its effectiveness, must be sent to Landlord’s notice parties set forth in Article 27) requesting Landlord’s response to Tenant’s Recapture Offer, which request shall state in bold upper case letters at the top of the first page as follows: “THIS IS A TIME SENSITIVE NOTICE AND SUBJECT TO THE PROVISIONS OF SECTION 4.02 OF THE LEASE LANDLORD SHALL BE DEEMED TO HAVE ELECTED NOT TO EXERCISE ANY OF ITS RIGHTS UNDER SECTION 4.02 OF THE LEASE WITH RESPECT TO TENANT’S RECAPTURE OFFER.” If Tenant shall have delivered such reminder notice to Landlord, and Landlord shall fail to respond to such reminder notice within ten (10) days thereafter, and provided that Tenant has otherwise complied with all of Tenant’s obligations under this Article 4 in connection with such request, then Landlord shall be deemed to have elected not to exercise any of its rights set forth in this Section 4.02 with respect to Tenant’s Recapture Offer, but the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determineremaining provisions of this Article 4, including, without limitation, Section 4.07, shall govern and control Tenant’s desire to assign this Lease or sublet all or any portion of the experience and creditworthiness of any assigneePremises. Notwithstanding anything contained herein to the contrary, the assumption by any assignee provisions of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer this Section 4.02 shall not apply to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any an assignment of this Lease which or sublet of the Premises or portion thereof to a Related Entity that is approved by Lessorpermitted without Landlord’s consent pursuant to Section 4.09. Provided Tenant is not then in monetary default under this Lease or in default under any Leaseback, in either case, beyond any applicable notice or cure period (and taking into account the provisions of Section 4.05), the assignee sub-rental due and payable by Landlord to Tenant under each Leaseback shall assume all be automatically credited as and when due under such Leaseback(s) against the next installment(s) of Rent thereafter becoming due under this Lease (it being agreed that the provisions hereof shall not be deemed to diminish Landlord’s or Tenant’s rights under such Leaseback(s)) (e.g., if a monthly payment of $20,000 is payable by Landlord to Tenant on or before May 1st pursuant to a Leaseback between Landlord and Tenant and Tenant is not then in monetary default under this Lease or in default under the Leaseback, in either case, beyond any applicable notice or cure period, such $20,000 shall be automatically credited against the Rent payable by Tenant to Landlord under this Lease on such May 1st and such credit shall be deemed a payment by Landlord of the obligations of Lessee sub-rental payable under such Leaseback). 4.03 If Landlord exercises its option to terminate this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any Section 4.02 (whether with respect to the entire Premises or a portion thereof), then (i) the Term (with respect to the applicable portion of the Properties Premises) shall relieve Lessee end on the Recapture Date and (ii) Tenant shall surrender to Landlord and vacate the Premises (or applicable portion thereof) on or before such date in the same condition as is otherwise required upon the expiration of its obligations respecting this Lease by its terms, (iii) the Rent and Additional Rent due hereunder shall be paid and apportioned to such date, and (iv) Landlord shall be free to lease the Premises (or Guarantors of the applicable portion thereof) to any of their obligations respecting individual or entity including, without limitation, Tenant’s proposed assignee or subtenant. 4.04 If Landlord shall accept Tenant’s Recapture Offer pursuant to Section 4.02, Tenant shall then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, or deliver to Landlord a surrender agreement, as the Guarantycase may be, in any such case in a form reasonably satisfactory to Landlord’s counsel and Tenant’s counsel. Any rentals owing under If a sublease is so made it shall expressly: (i) permit Landlord to make further subleases of all or any part of the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in such space as necessary; provided, however, that if any such changes, alterations, installations or improvements constitute Specialty Alterations which Tenant is required to remove hereunder prior to the end of the Term (it being agreed that for purposes hereof, such changes, alterations, installations or improvements shall be deemed to be Specialty Alterations regardless of whether Landlord has advised Tenant thereof as required in Section 8.01(b)), then, at Landlord’s option (or, in the case of a sublease that expires more than one (1) year prior to the end of the Term of this Lease, at Tenant’s option), Landlord shall either (1) remove such Specialty Alterations prior to the end of the term of the applicable sublease, or (2) waive Landlord’s right to require Tenant to remove such Specialty Alterations at the end of the Term of this Lease; (ii) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area; (iii) negate any intention that the estate created under such sublease be merged with any other estate held by either of the parties; (iv) provide that Landlord shall accept the Leaseback Area in the condition set forth in the Recapture Notice with respect to delivery of the Leaseback Area by Tenant; (v) provide that at the expiration of the term of such sublease Tenant will accept the Leaseback Area in its then existing condition, subject to the obligations of Landlord pursuant to clause (i) above and the obligations of Landlord to make such repairs thereto as may be necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted. 4.05 Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Area during the period of time it is so sublet, except for Fixed Annual Rent and Additional Rent, if any, due under this Lease, which are in excess of the rentals owing hereunder may be retained rents and additional sums due under such sublease. Subject to the foregoing, performance by Lessee unless an Event Landlord, or its designee, under a sublease of Default has occurred, in which case, Lessor the Leaseback Area shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive deemed performance by Tenant of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations similar obligation under this Lease and the Guaranty, and any default under any such surviving entity or successor entitysublease shall not give rise to a default under a similar obligation contained in this Lease, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee nor shall Tenant be liable for any default under this Lease or Guarantors deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease. 4.06 Following the Guarantyexpiration of Landlord’s right to recapture pursuant to Section 4.02 (and Landlord’s failure (or deemed failure) to accept Tenant’s Recapture Offer in accordance with the term thereof) with respect to a particular assignment or subletting, if Tenant proceeds to request Landlord’s consent to said particular assignment or subletting, Tenant shall submit in writing to Landlord (i) the name and address of the proposed assignee or sublessee, (ii) a duly executed counterpart of the proposed agreement of assignment or sublease, (iii) reasonably satisfactory information as applicable; to the nature and character of the business of the proposed assignee or sublessee and as to the nature of its proposed use of the space, and (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept except with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject respect to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount Non-Financial Sublease (as hereinafter defined), banking, financial or other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or sublessee. Landlord shall respond to such a consent request (2pursuant to the terms and conditions of Section 4.07) pay within thirty (30) days after Tenant gives such request to Lessor Landlord. If Landlord fails to respond within such thirty (30) day period, then Tenant shall have the Prepayment Charges payable by Lessor right to Lender deliver a second notice to Landlord (a copy of which, as a result condition to its effectiveness, must in addition be sent to Landlord’s notice parties set forth in Article 27) requesting Landlord’s consent to such assignment or sublet, which request shall state in bold upper case letters at the top of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount first page as follows: “THIS IS A TIME SENSITIVE NOTICE AND, SUBJECT TO THE PROVISIONS OF SECTION 4.06 OF THE LEASE, LANDLORD SHALL BE DEEMED TO HAVE APPROVED TENANT’S ASSIGNMENT OR SUBLET REQUEST.” If Tenant shall have delivered such second notice to Landlord, and Prepayment Charges as contemplated by the preceding sentenceLandlord shall fail to respond to such second notice within ten (10) days thereafter, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) then Landlord shall be equal deemed to have consented to such assignment or sublet. Tenant may give the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of notices under Section 4.02 and this Section 26.C, the following terms shall be defined as set forth below:4.06 concurrently (either in a single combined notice or in separate notices). 4

Assignment/Subletting. A. Lessor SALE ------------------------------------------ 14.1 Assignment and Subletting ------------------------- (a) The Tenant shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not whole or in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not nor sublet all or any part of the Premises, nor grant any license or part with possession of the Properties. It is expressly agreed that Lessor may withhold Premises or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, includingtransfer any other right or interest under this Lease, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all prior written consent of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such Landlord in each instance, which consent shall not be unreasonably withheld, so long as the proposed assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding complies with the provisions of Section 26.Bthis Article. Notwithstanding the foregoing, Lessor's no consent of the Landlord shall be required in the event that the Tenant assigns or sublets the whole or any portion of the demised premises to a Subject Transfer shall not be required if each of corporate entity controlled by, or affiliated to the following conditions are satisfied:Tenant or to a corporation which controls the Tenant. (ib) no Event of Default Notwithstanding any assignment or sublease, the Tenant shall have occurred and be continuing under remain fully liable on this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from performing any of their respective the terms, covenants and conditions of this Lease. (c) If the Premises or any part thereof are sublet or occupied by anyone other than the Tenant, then if and when the Tenant is in default in the payment of any of the Rent reserved hereunder, the Landlord may collect rent payable to the Tenant by such person(s) directly and apply it to the outstanding unpaid Rent reserved hereby. (d) No assignment shall be made or proposed other than to persons, firms, partnerships, or bodies corporate who undertake in favour of the Landlord to perform and observe the obligations under of the Tenant hereunder by entering into an assumption agreement directly with the Landlord. (e) The prohibition against assigning or subletting without the consent required by this Lease and the Guaranty, and Article shall be construed to include a prohibition against any such surviving entity assignment or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur sublease by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable;. (ivf) after giving effect The consent by the Landlord to such Subject Transfer, whether as any assignment or sublease shall not constitute a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as waiver of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result necessity of such Subject Transfer and/or successor of Lessee consent to any subsequent assignment or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:sublease.

Assignment/Subletting. A. Lessor 9.1 Except as otherwise permitted pursuant to this paragraph 9.1, Tenant shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under in this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without without the prior written consent of Lessor Landlord, which consent Landlord may withhold in its sole, arbitrary and except as provided below: (i) Lessee shall not assignabsolute discretion. Notwithstanding the foregoing, transfer or convey Tenant may assign its interest in this Lease or any interest thereinto WinCup Holdings, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest Inc., a Delaware corporation, provided that such assignment is consummated in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, connection with the transfer of Tenant's business to any said assignee. Said assignment is conditioned on said assignee of all necessary licenses executing an assignment document in form and franchises substance acceptable to continue operating the Properties for the purposes herein providedLandlord and which shall provide, receipt of such representations and warranties from any assignee as Lessor may requestamong other things, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the that said assignee shall assume all of the obligations of Lessee Tenant hereunder, as a direct obligation to Landlord. 9.2 Tenant shall not sublet the premises or any part thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld; provided, however, that in all events, any such subletting shall comply with each and every one of the following standards: (i) all rent and other sums payable under this Lease pursuant must continue to Lessor's standard form of assumption agreement. No be paid directly to Landlord by Tenant, notwithstanding any such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing subletting; (ii) all insurance coverage provided by Tenant hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transferadversely affected, whether as a single transaction or as a series of transactionschanged, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); subletting; (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any the subtenant's use of the Guarantors, premises shall not be released from inappropriate or have any of their respective obligations under this Lease and adverse impact on the Guarantypremises, all as determined by Landlord in its sole discretion; (iv) the subtenant must have adequate financial resources, and have a good business reputation, all as determined by Landlord in its reasonable discretion; and (v) any such surviving entity subtenant must otherwise meet the reasonable requirements of Landlord. 9.3 No consent to any assignment of this Lease, or successor entityany subletting of the premises, as applicable, has assumed in writing or by operation shall be deemed to be a consent to any subsequent assignment of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors to any subletting of the premises. Any such assignment or subletting shall be void and at the option of Landlord shall terminate this Lease. 9.4 No consent by Landlord to any assignment of this Lease, or any subletting of the premises, shall relieve Tenant of any obligation to be performed by Tenant under the Guaranty, as applicable; (iv) after giving effect to such Subject Transferthis Lease, whether as a single transaction arising before or as a series of transactionsafter the assignment or subletting. 9.5 Tenant shall reimburse Landlord on demand for all costs, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as expenses, and attorneys fees, incurred by Landlord in reviewing any proposal by Tenant to assign this lease or sublet all or any portion of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:premises.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey assign this Lease nor any --------------------- rights hereunder, nor let or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of the Premises, nor suffer or permit any person of corporation to use any part of the PropertiesPremises, without first obtaining the express prior written consent of Lessor, which consent shall not be unreasonably withheld. It The transfer of fifty percent (50%) or more of the stock of Lessee if Lessee is expressly agreed that a corporation, the transfer of any partnership interest if Lessee is a partnership, or the transfer of a beneficial interest in a land trust if Lessee is a land trust, shall not be unreasonably withheld. /s/ SHA JR deemed an assignment requiring the consent of Lessor may withhold if any such transfer will effectively vest control of Lessee in an entity or condition person other than the entity or person then having such control. Should Lessor consent based upon to such matters assignment of this Lease or to a sublease of all or any part of the Premises, Lessee does hereby guarantee payment of all Rent herein reserved and all other obligations hereunder until the expiration of the Term. No failure of Lessor to promptly collect from any assignee or sublessee, or any extension of the time for the payment of such rents, shall release or relieve Lessee or any guarantor from its guaranty or obligation of payment of such rents or performance of other obligations. Should Lessor consent to such assignment or sublease, all amounts received by Lessee as Lessor may in its reasonable discretion determineconsideration for the same, including, without limitation, amounts received from a sublessee in excess of amounts to be remitted by Lessee to Lessor hereunder, shall be the experience property of Lessor and creditworthiness of any assignee, the assumption delivered to Lessor by any assignee of all Lessee immediately upon receipt. Any consent by Lessor to an assignment or sublease of Lessee's obligations rights hereunder shall be effective for that transaction only. Lessor hereby expressly reserves the right to approve or disapprove of all future assignments or subleases by undertakings enforceable by Lessee or its assignee or sublessee, which approval.* Notwithstanding the foregoing, Lessee may, upon thirty (30) days prior written notice to Lessor, the transfer assign this Lease without Lessor's consent, to a corporation with which Lessee may merge or consolidate, to any assignee parent or subsidiary of all necessary licenses and franchises Lessee or to continue operating the Properties for the purposes herein a subsidiary of Lessee's parent; provided, receipt of however, that such representations and warranties from assignment shall not affect or reduce any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreementand that Lessee shall remain primarily liable hereunder. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer *shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:unreasonably withheld

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, 16.1. The identity and financial position of the Properties Tenant is a material consideration of Landlord entering into this Lease. Tenant shall not, directly or to indirectly, assign its right, title and interest as Lessor or sublet under this Lease in wholeor any part thereof, but not in part; provided, however, the prohibition on Lessor's right to sell, convey nor permit all or mortgage less than all any part of the Properties Premises to be used or occupied by another, without first obtaining the written consent of Landlord which consent shall not restrict Lessor's right be unreasonably withheld. Subletting to convey Properties a corporation which is a wholly owned subsidiary of the Tenant, or which has common ownership of the Tenant, shall not require consent of Landlord, provided that Tenant shall remain liable for all terms and conditions (financial or otherwise) of the Lease. The transfer of forty (40%) percent or more of the issued and outstanding capital stock of Tenant, however accomplished, whether in a single transaction or a series of related or unrelated transactions, shall constitute an assignment for the purposes of this Section. Any mortgage, pledge or assignment of this Lease, or any transfer of this Lease from Tenant through any change in the power to Lessee pursuant vote the majority of the outstanding voting stock of Tenant, shall constitute an assignment for the purposes of this Section. Any assignment or subletting made without such Landlord’s consent shall be voidable by Landlord. Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. To be effective, any assignment or sublease must be in writing and signed by the Landlord, Tenant and assignee/subtenant, and shall set forth the entire consideration being given and received. The acceptance of Rent from any other person shall neither be deemed to be a waiver of any of the provisions of Sections 21.Bthis Lease nor be deemed to be a consent to the assignment of this Lease or subletting of the Premises. If Landlord shall consent to any assignment or subletting, 23.A(ix)the assignee/subtenant shall assume all obligations of Tenant hereunder and neither Tenant nor any assignee/subtenant shall be relieved of any liability hereunder in the performance of any of the terms, 57 or 58 covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to any such sale assignment or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all subletting of Lessor's obligations under this Lease, Lessee Tenant shall attorn pay, as Additional Rent, all of Landlord’s administrative costs, reasonable attorney fees and processing costs incurred by Landlord in connection therewith regardless of whether or not Landlord consents to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salesubletting. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends 16.2. Any assignment made pursuant to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors subparagraph 16.1 above shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of subject to the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. following provisions: It is expressly further agreed between Landlord and Tenant that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor Landlord shall be entitled to receive such any increase in the Rent or other considerations paid by an assignee or subtenant in excess rentals applicable of the rental obligations of the Tenant to the period during which Landlord as set forth in this Lease. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such Event consent to any subsequent assignment or subletting. If this Lease is assigned without consent of Default is continuing. Any Landlord, or if the Premises or any part thereof be underlet or occupied by any party other than Tenant without consent of Landlord, Landlord may collect Rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved, but no such assignment, transfersubletting, conveyanceoccupancy or collection shall be deemed a waiver of this covenant, pledgeor the acceptance of the assignee, mortgage subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained, or Landlord shall have the option of terminating this Lease on written notice to Tenant. This prohibition against assignment or subletting in violation of this Section shall be voidable at the sole option construed to include prohibition against any assignment or subleasing by operation of Lessor. C. law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Notwithstanding the provisions of Section 26.Bany assignment or sublease, Lessor's consent to a Subject Transfer Tenant shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under remain fully liable on this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or performing any of the Guarantorsterms, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if covenants and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Lease.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant (a) Subject to the provisions of Sections 21.B, 23.A(ixParagraph 54(h), 57 below, Tenant covenants that it shall not assign this lease nor sublet the Demised Premises or 58 hereofany part thereof without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. In Tenant may assign this lease or sublet the Demised Premises with Landlord's written consent provided: (i) That such assignment or sublease is for a use which is in compliance with the terms of this lease, the then existing zoning regulations and the Certificate of Occupancy; (ii) That at the time of such assignment or subletting, there is no default under the terms of this lease on Tenant's part which has not been cured prior to the expiration of all applicable grace periods; (iii) That in the event of any such sale or assignment other than a security an assignment, provided Lessee receives written notice that such purchaser or the assignee has assumed assumes in writing the performance of all of Lessor's the terms and obligations to be performed by Tenant under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, lease from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.assignment; B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all That a duplicate original of said assignment or any part of any sublease be delivered to Landlord at the address herein set forth within twenty (20) days from the said assignment or sublease and within one hundred twenty (120) days of the Properties. It is expressly agreed date that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, Tenant first provides Landlord with the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee information required under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurredParagraph 54(f) below; (v) That, in which case, Lessor the event Tenant shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessorrequest Landlord's consent to a Subject Transfer proposed assignment of this lease or proposed sublease of all or a portion of the Demised Premises, Tenant shall pay or reimburse to Landlord the reasonable attorney fees and disbursements incurred by Landlord in processing such request, which fees and disbursements shall not exceed $1,500.00 in any one instance; (vi) Such assignment or subletting shall not, however, release Tenant from its liability for the full and faithful performance of all of the terms and conditions of this lease; (vii) If this lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect Rent and additional rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and additional rent herein reserved; (b) Notwithstanding anything contained in this Paragraph 54 to the contrary, no assignment or subletting shall be made by Tenant in any event until Tenant has offered to terminate this lease as of the last day of any calendar month during the term hereof and to vacate and surrender the Demised Premises to Landlord on the date fixed in the notice served by Tenant upon Landlord (which date shall be prior to the date of such proposed assignment or the commencement date of such proposed sublease), and Landlord, within thirty (30) days after the receipt thereof, has not accepted in writing the offer by Tenant to cancel and terminate this lease and to vacate and surrender the Demised Premises. (c) Unless otherwise consented to by Landlord (which consent shall not be required if each of unreasonably withheld, conditioned or delayed), in writing, in no event shall Tenant have the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect right to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less sublease more than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter the aggregate of the Lessee Entities ending after space leased to Tenant under the Effective Date Tenant Leases (i.e.as defined herein). The restriction contained in this Paragraph 54(c) shall not apply to transactions set forth in Paragraph 54(h) below. (d) Tenant shall not mortgage, exclusive pledge, hypothecate or otherwise encumber its interest under this lease without Landlord's prior written consent. (e) Without affecting any of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Dateits other obligations under this lease, plus Tenant will pay Landlord as additional rent fifty (3) seventy-five (7550%) percent of any sums or other economic consideration, which (i) are actually received by Tenant as a result of a subletting whether or not referred to as rentals under the proceeds sublease (after deducting therefrom the reasonable costs and expenses incurred by Tenant in connection with the subletting in question); and (ii) exceed in total the sums which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the Demised Premises subject to such sublease), it being the express intention of the parties that Landlord and Tenant shall share equally in any issuance profit by reason of equity securities such sublease. Tenant will not amend the sublease in such a way as to reduce or delay payment of amounts which are provided in the sublease approved by Landlord. Any amendment or modification of an assignment or sublease shall be deemed to be a new assignment or sublease and shall require the prior written consent of Landlord. (f) Landlord agrees that it shall not unreasonably withhold its consent to a subletting or assignment in accordance with the terms of this Paragraph 54. In determining reasonableness, there shall be taken into account the character and reputation of the proposed subtenant or assignee, the specific nature of the proposed subtenant's or assignee's business and whether same is in keeping with other tenancies in the Building; the financial standing of the proposed subtenant or assignee; and the impact of all of the foregoing upon the Building and the other tenants of Landlord therein. Landlord shall not be deemed to have unreasonably withheld its consent if it refuses to consent to a subletting or assignment to an existing tenant in any building in a five (5) mile radius of the Building which is owned by Landlord or its affiliate or to a proposed subtenant or assignee with whom Landlord is negotiating, or has negotiated in the preceding six (6) months, a lease or if, at the time of Tenant's request, Tenant is in default, beyond applicable grace and notice periods, of any of the Lessee Entities terms, covenants and conditions of this lease to be performed by Tenant. At least thirty (30) days prior to any proposed subletting or other contributions assignment, Tenant shall submit to the capital of any Landlord a written notice of the Lessee Entities subsequent proposed subletting or assignment, which notice shall contain or be accompanied by the following information: (i) the name and address of the proposed subtenant or assignee; (ii) the nature and character of the business of the proposed subtenant or assignee and its proposed use ofthe premises to the Effective Date (the "Net Worth Condition"); be demised; (iii) Lessee the most recent two (2) years of balance sheets and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any profit and loss statements of the Guarantors, proposed subtenant or assignee or other financial information satisfactory to Landlord; and (iv) such shall be accompanied by a copy of the proposed sublease or assignment of lease. (g) The listing of an assignee's or subtenant's name on the door or Building directory shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable;deemed Landlord's consent hereunder. (ivh) after giving effect Notwithstanding anything contained in this Paragraph 54 to such Subject Transferthe contrary, whether as Tenant may assign this lease or sublet all or a single transaction or as portion ofthe Demised Premises without Landlord's consent but upon prior written notice to Landlord (each, a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio "Permitted Transferee") (i) to an Affiliate (as hereinafter defineddefined herein) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 Tenant; or (the "Corporate Fixed Charge Coverage Ratio Condition") (vii) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization transactions with an entity into or with which Tenant is merged or consolidated or to a person or entity to which all or substantially all of Tenant's assets, and/or stock, partnership or membership interests are sold or otherwise transferred, provided that such Subject Transfer will merger, consolidation, transfer or sale of assets, stock or interests is for a valid business purpose and not cause principally for the purpose of transferring the leasehold estate created hereby and/or avoiding the requirements of this Paragraph 54, and provided further, that in any of such rating agencies to downgradeevents described in items (i) or (ii) above, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all use of the conditions Demised Premises shall remain unchanged. The provisions of Paragraph 54(b) above shall not apply to such Subject Transfer set forth in this Section 26.C have been satisfiedassignments or sublets to a Permitted Transferee. Notwithstanding For the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.Clease: (x) the term "Affiliate" shall mean any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity, and a corporation or other entity which provides financial, investment or insurance services and products to Tenant's members as part ofTenant's regular business regardless of control; and (y) "Control" (and with correlative meaning, "controlled by" and "under common control with") shall mean ownership or voting control of 50% or more of the following terms shall be defined as set forth below:voting stock, partnership interests or other beneficial ownership interests of the entity in question.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (ia) Lessee Tenant shall not assign, transfer hypothecate, mortgage, encumber, or convey this Lease or any interest therein, whether under it; allow any transfer thereof or any lien upon Tenant's interest by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of sublet the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all whole or any part of the demised premises; or permit the use of the demised premises by anyone other than Tenant and its employees, independent freelance contractors, Tenant's parent company employees or employees of any of its subsidiaries, so long as under Tenant's supervision util▇▇▇▇ ▇or a similar use. If Tenant is a corporation, any dissolution, merger, consolidation or reorganization of Tenants, parent company or the Propertiessale or transfer of a controlling percentage of the capital stock of Tenant, whether by a single transaction or event or by cumulative transactions or events shall be deemed an assignment of this Lease, and shall be subject to the restrictions set forth above. It If Tenant is expressly agreed a partnership, a withdrawal or change, voluntary, involuntary or by operation of law, of any partner or partners owning 5 1% or more of the partnership interest, whether by a single transaction or event or by cumulative transactions or events, or the dissolution of the partnership shall be deemed an assignment of the Lease and shall be subject to the restrictions set forth above. (b) Tenant shall not sublet the whole or any part of the premises without Landlord's prior written ▇▇▇▇▇▇▇. In the event Tenant intends to sublease all or any portion of the premises, Tenant shall take the following actions: (i) Tenant shall first notify Landlord in writing of its intention to sublet prior to any advertising of same, hiring of brokers or contacting of potential subtenants. Such notice shall identify the space proposed to be sublet, which space must be a legally leasable unit in compliance with all applicable ordinances and codes, and shall state the date on which Tenant requests that Lessor the sublet commence, which date shall be no less than one hundred eighty (180) days from the date of Tenant's notice. (ii) Landlord shall have thirty (30) days following the receipt of such notice to notify Tenant whether it elects to recapture the space Tenant has proposed to sublet. Landlord's failure to sen▇ ▇▇▇▇ ▇otice within such thirty (30) day period shall be deemed to mean Landlord has not elected to recapture the space. (iii) In the event the Landlord elects to recapture the space, it shall notify Tenant of its intent by service of a written notice of cancellation terminating that portion of the Lease covering the space Landlord has chosen to recapture, which may withhold include all or condition any lesser portion of the space Tenant has proposed to sublet. In such consent based upon such matters event Landlord agrees that the ▇▇▇▇▇ ▇▇t recaptured by Landlord shall be a legally leasable unit. Landlord and Tenant shall pay 50% of all costs of any construction necessary to accomplish the division of the space. The termination of the Lease as Lessor may to the recaptured space shall be effective on the date specified by the Tenant in its reasonable discretion determinenotice pursuant to Subsection 16 (i) and (ii). (iv) In the event that Landlord elects to recapture any proposed sublet space under these provisions, the Base Rent, Rentable Area of the Premises and Measurable Area of the Premises as provided in Section I above shall be adjusted as of the termination date designated in the cancellation notice, referred to in the first sentence of the preceding sub-paragraph (iii) above and this Lease as so amended shall continue thereafter in full force and effect. (v) In the event that the Landlord elects not to recapture part or all of the proposed sublet space, Landlord shall so notify Tenant as set forth in (ii) above. Provided Tenant is not in default under the Lease and has fully complied with the terms of this Section 16, Tenant may then proceed to contact potential subtenants and shall have the option to sublet the non-recaptured space in accordance with the following provisions: (A) Tenant shall bear all costs and expenses associated with the subletting including, without limitation, any and all costs and expenses incurred by Landlord (if any). (B) Upon locating a suitable potential subtenant, Tenant shall notify Landlord in writing. Such notice shall state the experience name and creditworthiness address of any assignee, the assumption by any assignee proposed subtenant and shall include a true and complete copy of the proposed sublease. Tenant shall also deliver to Landlord copies of all financial statements, credit reports and other such information in its possessions relating to the prospective subtenant. At Landlord's request, Tenant shall promptly secure and deliver any additional information Landlord deems necessary in order to evaluate the potential subtenant. (C) Landlord shall have fifteen (15) days from the date of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, its receipt of the last information provided by Tenant on the pr▇▇▇▇▇▇ subtenant during which to evaluate such representations subtenant and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, decide whether or not similar in kindto consent to the sublease. At the time of any assignment of this Lease which is approved by Lessor, the assignee Landlord shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee notify Tenant of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are decision in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurredwriting, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee Landlord does not consent to the sublease, its notice thereof to Tenant shall include an explanation of its reasons for denying consent. In the event that Landlord consents to the sublease, Tenant may execu▇▇ ▇▇▇ sublease and collect all rents due thereunder subject to the provisions of subparagraph (D) below and subject to the subtenant's agreement to comply with all the terms of this Lease as they apply to the sublet space. (D) Following the execution of any sublease to which Landlord has consented and throughout the term thereof, Tenant shall pay Landlord fifty percent (50%) of all amounts received by Tenant in connection with subletting in excess of the rent for the sublet space Tenant is unable obligated to satisfy pay Landlord hereunder, but only after Tenant has recaptured its ▇▇▇▇▇mental costs and expenses associated with affecting the Net Worth Condition, sublease including any construction costs. (E) The use for which the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions premises or any part thereof may be sublet shall be deemed satisfied if Lessee only for lawful office use which is in keeping with the general character of the Building and Complex, which is not extra-hazardous on account of fire and which does not conflict with exclusive rights granted to any other tenant. (F) The granting consent by Landlord to Tenant for subletting of the premises or any part thereof shall (1) pay to Lessor not release Tenant from direct and primary liability under this Lease for the Subject Transfer Rent Prepayment Amount (as hereinafter defined)performance of all of the covenants, duties and obligations of Tenant hereunder, and (2) pay Landlord shall retain its rights to Lessor enforce the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes provisions of this Section 26.C, the following terms Lease against Tenant or any subtenant without demand upon or proceeding in any way against any other person. Consent to a particular sublease shall not be defined as set forth below:deemed a consent to any other or subsequent transaction.

Assignment/Subletting. A. Lessor HYPOTHECATION ------------------------------------- 8.01 Landlord's Consent Required --------------------------- Except as otherwise provided herein, Tenant will not assign this Lease or, except as provided below, sublease all or part of the Premises to any third party without Landlord's prior written consent which consent shall not be unreasonably withheld or delayed. Notwithstanding any such consent, no assignment or sublease shall be effective until the assignee or sublessee shall have obtained all required permits and licenses to use the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign Premises for its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereofpermitted uses. In the event of any such sale a proposed assignment or assignment other than a security assignmentsublease requiring Landlord's consent, provided Lessee receives Tenant will give written notice that thereof ("Tenant's Notice") to Landlord indicating the general nature of the proposed transaction, and the proposed assignee's or subtenant's identity and financial condition and the contemplated use of the Premises or the portion to be subleased, as the case may be. If an assignee or sublessee is required to be licensed by the California Gambling Commission (the "Commission"), Tenant agrees to provide Landlord with the same information, at the same time, as the proposed assignee or sublessee provides to the Commission in connection with such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and licensing. Landlord will notify Tenant in writing within thirty (30) days after the date of such transfer Tenant's Notice as to whether Landlord grants or conveyance, of liability for withholds its consent to the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such proposed assignment or sale. B. Lessee acknowledges that Lessor subletting and, if such consent is withheld, describing in reasonable detail the basis therefor. Landlord has relied both on heretofore approved Century Gaming Management, Inc., a California corporation ("CGM"), as the business experience and creditworthiness Casino Operator. If, at any time, Tenant proposes to sublease the Premises to a casino operator other than CGM, the requirements of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this LeaseSection 8.01 shall apply. Without the prior written consent In respect of Lessor and except as provided below: such a sublease, (i) Lessee Tenant shall not assignnotify Landlord of such proposal (the "Sublease Notice") at least sixty (60) days prior to the date such sublease term is to commence, transfer or convey this Lease or which notice shall include the identity of the proposed sublessee (the "Proposed Sublessee"), the equity owners and any interest thereinother principals managing the affairs of the Proposed Sublessee together with financial statements for the Proposed Sublessee, whether by operation of law or otherwise; if available (collectively, the "Sublessee Information"), and (ii) no Subject Transfer Tenant or the Proposed Sublessee shall occur; (iii) no interest provide Landlord with copies of any applications, forms, data and information provided to the California Gaming Commission in Lessee or any connection with the licensing of the Guarantors shall be pledged, encumbered, hypothecated or assigned Proposed Sublessee and not already provided as collateral for any obligation of any part of the Lessee Entities; and Sublessee Information (iv) Lessee shall not sublet all or any part collectively, the "Gaming Submittals"). Landlord, in the exercise of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determinejudgment, including, without limitationmay also request additional information concerning the Proposed Sublessee. If Landlord shall have received the Sublease Notice, the experience Sublessee Information and creditworthiness the Gaming Submittals and thereafter rejects a Proposed Sublessee which has been duly licensed as an operator of any assigneea casino by the California Gaming Commission, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor Tenant shall be entitled to receive such excess rentals applicable to an abatement of rent for the period during which such Event commencing on the latter to occur of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (iA) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice sixty (as hereinafter defined60) and as of days after the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender Landlord shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth ConditionSublease Notice, the Corporate Fixed Charge Coverage Ratio Condition and/or Sublessee Information and the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined)Gaming Submittals, and (2B) pay the date that the California Gaming Commission issues a license to Lessor the Prepayment Charges payable by Lessor Proposed Sublessee, and ending on the date that the Landlord and Tenant agree on the identity of a mutually acceptable and licensed sublessee. Notwithstanding anything to Lender as a result the contrary contained herein, Tenant may freely sublease the meeting rooms, restaurants, retail areas or similar portions of the payment Premises from time to time, without the consent of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Landlord.

Assignment/Subletting. A. Lessor shall have the right to sell, convey 4.01 Neither Tenant nor Tenant's legal representatives or mortgage all, but not less than all, of the Properties or to assign its right, title and successors in interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; , shall assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, denied or delayed in accordance with Section 4.07 herein. Subject to the provisions of Section 4.09 hereof, the transfer of a majority of the issued and outstanding capital stock of any corporate tenant or sublessee of this Lease or a majority of the total interest in any partnership tenant or sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall be deemed an assignment of this Lease or of such sublease. The transfer of issued and outstanding capital stock, for purposes of this Article, shall not include the public sale of such stock (i) by persons who are not those deemed "insiders" within the meaning of the Securities Exchange Act of 1934 as amended, and which sale is (ii) no Subject Transfer shall occur; (iii) no interest effected through the "over-the-counter market" or through any legitimate stock exchange recognized in Lessee the United States. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the Guarantors shall be pledgedprovisions hereof, encumbered, hypothecated or assigned as collateral for any obligation of any the acceptance of the Lessee Entities; and (iv) Lessee assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting, as provided herein. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance, as provided herein. A modification, amendment or extension of any a sublease shall be deemed a sublease. The listing of the Properties. It is expressly agreed name of a party or entity other than that Lessor may withhold of Tenant on the Building or condition floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord's consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee assignment or sublease to, or occupancy of all necessary licenses and franchises the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to continue operating the Properties have been performed for the purposes herein provided, receipt of Tenant in connection with any such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other mattersassignment or sublease, whether or not similar actually performed, the same shall be discharged within twenty-five (25) days after Tenant receives or has actual notice thereof, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. 4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall first submit in kindwriting to Landlord the documents described in Section 4.06 hereof, and shall offer in writing (“Tenant’s Recapture Offer”), (i) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of moneys or other consideration therefor, or, (ii) with respect to a prospective subletting, to sublet to Landlord the portion of the Premises involved (“Leaseback Area") for the term specified by Tenant in its proposed sublease or, at Landlord's option for the balance of the term of the Lease less one (1) day, and at the lower of (a) Tenant's proposed subrental or (b) the rate of Fixed Annual Rent and Additional Rent, and otherwise on the same terms, covenants and conditions (including provisions relating to escalation rents), as are contained herein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. At Tenant’s Recapture Offer shall specify the time date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than thirty (30) days nor later than ninety (90) days following the acceptance of any assignment Tenant’s Recapture Offer (the “Recapture Date”). If an offer of sublease is made, and if the proposed sublease will result in all or substantially all of the Premises being sublet, then Landlord shall have the option to extend the term of its proposed sublease for the balance of the term of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreementless one (1) day. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, Landlord shall have a consolidated net worth determined in accordance with GAAP period of not less than thirty (30) days from the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result receipt of such Subject Transfer and/or successor of Lessee Tenant’s Recapture Offer to either accept or any of the Guarantors, shall not be released from any of their respective obligations under reject Tenant’s Recapture Offer or to terminate this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Lease.

Assignment/Subletting. A. Lessor shall have (a) Except as otherwise set forth herein, Tenant will not assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease or sublet or rent or permit the right to selloccupancy or use by any third party (including, convey without limitation, any licensee, concessionaire or mortgage all, but not less franchisee or any person other than allTenant), of the Properties Premises or to assign its rightany part thereof, title and whether effectuated by operation of law or by transfer of any interest as Lessor under this Lease in wholeTenant or otherwise, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all (each of the Properties shall not restrict Lessor's right foregoing hereinafter referred to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ixas "Transfer"), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee without Tenant first requesting and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without obtaining the prior written consent of Lessor and Landlord (such request to consent to be provided at least forty-five (45) days prior to the proposed Transfer), which consent, except as provided below: (i) Lessee shall not assignin the case of a proposed assignment or subletting, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, withheld in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuingLandlord's sole and absolute subjective discretion. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, LessorIf Tenant requests Landlord's consent to a Subject proposed assignment or subletting, such consent may not be unreasonably withheld, conditioned or delayed by Landlord, provided the other terms regarding assignments and sublettings, as set forth herein, are satisfied. Landlord shall grant or withhold such consent within thirty (30) days after receiving Tenant's request for the proposed Transfer and all documentation and information that is reasonably requested by Landlord in connection with Landlord's consideration of the proposed Transfer. The term "Transfer" shall also include any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant's corporate or proprietary structure. Any assignment or subletting shall not in any manner relieve Tenant of any liability hereunder. Any request for consent of the Landlord to any Transfer shall not be required if each in writing accompanied by full particulars of the following conditions are satisfied: (i) no Event proposed Transfer with copies of Default shall have occurred and be continuing under this Lease as all documents relating thereto, full particulars of the date on which Lessee gives identity, responsibility, reputation, financial standing and business of the Subject Transfer Notice Transferee (as hereinafter defined) and as of together with all further information relating to the date on proposed Transfer which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactionsrelevant. In addition, the Lessee Entities, including any surviving entity as a result of Tenant shall promptly furnish such Subject Transfer and/or successor of Lessee or any of further information which the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Landlord may request.

Assignment/Subletting. A. Lessor shall have the right to sellThis Lease may not be assigned by Tenant, convey or mortgage all, but not less than all, and no part of the Properties or to assign its rightLeased Premises may be subleased by Tenant, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without without the prior written consent of Lessor and except as provided below: (i) Lessee Landlord, which consent shall not assignbe unreasonably withheld. Landlord may condition the grant of such consent upon the Tenant's payment of all attorney's fees and costs incurred by the Landlord thereby, transfer upon delivery of such information as the Landlord reasonably requests in relation thereto, and upon receipt of a guarantee and indemnification acceptable to Landlord. If there is an assignment or convey subleasing without the express written consent of Landlord, Landlord may collect Basic Annual Rent and Additional Rent from the assignee, subtenant or occupant and apply the net amount collected to the amounts due under this Lease Lease; but such collection shall not be deemed a waiver of Landlord's right to forbid the assignment or any interest therein, whether sublease and it shall not be deemed to be the acceptance by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any Landlord of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee subtenant or occupant as a Tenant hereunder, or as a release of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all performance of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreementTenant. No such assignment nor any subletting of any Each time that the Tenant submits a request for the consent of the Properties shall relieve Lessee Landlord to permit the Tenant to assign or sublease, the Landlord has the option during the 90 day period following such request to end the term of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the a date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) stated by Landlord, and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent Landlord has no liability to the Effective Date, plus (3) seventy-five (75%) percent of Tenant if the proceeds of any issuance of equity securities of any of the Lessee Entities Landlord enters into a lease or other contributions to agreement with the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantorsproposed subtenant or assignee prior to, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee upon, or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated declaration by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Landlord.

Assignment/Subletting. A. Lessor shall have the right to sellExcept as otherwise specified herein, convey or mortgage all, but Tenant will not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser in whole or assignee and Lessor shall be relievedin part, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not nor sublet all or any part of any the Premises, nor license concessions or lease departments therein, without first obtaining the written consent of the PropertiesLandlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determineAt least thirty (30) days prior to the transfer, Tenant shall furnish Landlord with (a) all documents related to the transfer; (b) all financial statements of the proposed transferee, including, without limitationbut not limited to, the experience most recent income, balance sheet and creditworthiness changes in financial position statement (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate by transferee’s certified public accountant, if available; (c) any other relevant information that Landlord has theretofore reasonably requested regarding the proposed transfer; and (d) a statement signed by an authorized officer of an assignee, in the assumption case of an assignment, agreeing that the assignee will be liable for all obligations thereafter arising under this Lease. Within thirty (30) days from receipt of Tenant’s request for transfer, Landlord shall respond to Tenant’s request. Consent by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer Landlord to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether assignment or subletting shall not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all constitute a waiver of the obligations necessity for such consent to any subsequent assignment or subletting and shall not constitute a release of Lessee under this Lease pursuant to Lessor's standard form of assumption agreementthe Tenant hereunder. No such assignment nor This prohibition includes any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease assignment which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will would otherwise occur by operation of law) all obligations , merger, consolidation, reorganization, transfer or other change of Lessee under this Lease Tenant’s corporate or Guarantors under the Guarantyproprietary structure. If, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment transfer, Tenant will receive compensation in excess of the Subject Transfer Lease Term Rental and additional Rent Prepayment Amountdue hereunder, Tenant shall pay one hundred percent (100%) of such amounts to Landlord as and when received by Tenant as consideration for the consent to transfer. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount Tenant also agrees to reimburse Landlord upon demand for Landlord’s reasonable costs and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made fees (or, if such payment is made on the first day including professional fees) for Landlord’s consideration of a calendar month, beginning with the calendar month in which transfer but such payment is made) reimbursement shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount not exceed One Thousand Dollars (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:$1,000.00).

Assignment/Subletting. A. Lessor Tenant covenants and agrees that the --------------------- Leased Premises shall have be used and occupied only by Tenant or any permitted sublessees or assigns and only for the right to sellpurpose above mentioned, convey or mortgage allin a careful, but not less than allsafe and proper manner. Tenant, of the Properties or to assign for itself, its rightheirs, title distributees, personal representatives, legal representatives, successors and interest as Lessor under this Lease in wholeassigns, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties expressly covenants that it shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.Bassign, 23.A(ix), 57 mortgage or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under encumber this Lease, Lessee shall attorn nor sublease, or use or permit the Leased Premises or any part thereof to such purchaser or assignee and Lessor shall be relievedused by others, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without without the prior written consent of Lessor and except as provided below: (i) Lessee Landlord in each instance, which consent shall not assignbe unreasonably withheld delayed or conditioned. In the event that Landlord shall give such consent, transfer Tenant shall nevertheless remain primarily liable for the terms of this Lease and shall not be relieved from any liability whatsoever under this Lease. Tenant shall bear the reasonable and actual legal review costs incurred by Landlord in connection with such assignment or convey subleasing. Any consent by Landlord to an assignment or subletting of this Lease shall not constitute a waiver of the necessity of such consent as to any subsequent assignment or subletting. Although an assignment includes an assignment of the Lease to any subsidiary, parent or affiliate corporation of Tenant (a "Related Company"), Landlord's consent shall not be required so long as Related Company shall have a creditworthiness comparable to that of Tenant as of the date hereof and Tenant shall have complied with all other provisions of this Section 15 with respect to such assignment and the Related Company affirms, to Landlord's satisfaction, all aspects of the Lease. Tenant shall give Landlord reasonable evidence that such creditworthiness test has been met, together with such other detail as Landlord may reasonably request. Provided Tenant pays Landlord's costs in connection with any permitted assignment or subletting, then in the event that the amount of the rent to be paid to Tenant by an assignee or sublessee is greater than the rent required to be paid by Tenant to Landlord pursuant to this Lease, excluding Tenant's reasonable and actual expenses in marketing and transacting the sublease or assignment, Tenant shall pay to Landlord fifty percent (50%) any such excess as is received by Tenant from such assignee or sublessee. In the event Tenant desires to assign this Lease or to sublease all or any interest thereinportion of the Leased Premises, Landlord shall have the right and option to terminate this Lease no later than the proposed commencement date of the sublease, which right or option shall be exercisable by written notice from Landlord to Tenant within thirty (30) days from the date Tenant gives Landlord written notice in reasonable detail of such proposed assignment or sublease. Any levy or sale in execution, or any assignment or sale in bankruptcy or insolvency, or the appointment of a receiver or trustee of any of the property of Tenant by a state or federal court, or the transfer of any control (whether by operation of law law, sale, lease, transfer, gift, merger, consolidation or otherwise; ) of Tenant to persons or entities other than those maintaining control of Tenant on the date hereof shall be deemed an assignment within the meaning of this Section. If this Lease be assigned without Landlord's consent, or if the Leased Premises or any part thereof be subleased or occupied by anybody other than Tenant, without Landlord's consent, then (1) all expenses incurred by Landlord in connection therewith, including but not limited to, brokerage fees, costs and expenses incurred by Landlord's agents, servants, independent contractors, and employees, shall be the obligation and shall be immediately paid by Tenant at its sole cost and expense upon the receipt of a statement therefor from Landlord, and (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of Landlord may, after default by Tenant, collect rent from the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, subtenant or occupant and apply the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable net amount collected to the period during which rent herein reserved, but no such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions collection shall be deemed satisfied if Lessee shall (1) pay to Lessor a waiver of this covenant, or the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result acceptance of the payment assignee, subtenant, or occupant as tenant, or a release of Tenant from the further observance and performance by Tenant of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:covenants herein contained.

Assignment/Subletting. A. Lessor shall have the right The Tenant may, with notice to sellbut without requirement of Landlord’s consent, convey (i) assign this lease or mortgage all, but not less than all, sublet all or part of the Properties Demised Premises to a subsidiary or commonly owned corporation or company including a company which is the successor of a merger with Tenant or which acquires all or substantially all of Tenant’s assets (“Permitted Assignee”) and (ii) sublease not more than 10,000 square feet of the Demised Premises to a person or entity who or which is not a Permitted Assignee (“Permitted Subtenant”). Tenant shall not otherwise assign this lease or sublet the Demised Premises or any portion thereof without the prior written consent of Landlord which consent shall not be unreasonably withheld, conditioned, or delayed, and any such assignment or sublet shall be void and of no force or effect with regard to the Landlord. If Tenant desires to sublet all or part of the Demised Premises, or assign this lease and the proposed subtenant or assignee is not a Permitted Assignee or Permitted Subtenant, and obtains any bona fide third-party offers therefore, it shall immediately notify Landlord in writing of said offers, and upon receipt of the same, Landlord may do any of the following: (a) Withhold its rightconsent; (b) If the third-party offer is for an assignment of this lease or a sublease of the entire Demised Premises, title and interest as Lessor under Landlord may terminate this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage lease. If such offer is for a sublease of less than all of the Properties shall not restrict Lessor's right Demised Premises, Landlord may modify this lease to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any exclude such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurredarea, in which caseevent, Lessor Tenant’s obligations to make any payments hereunder, including rent, shall be entitled to receive such excess rentals applicable reduced pro tanto. If Landlord so terminates or modifies this lease, the Demised Premises, or the part thereof excluded from this lease, shall revert to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the absolute and sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each control of the following conditions are satisfied:Landlord, without further obligation to Tenant or the third-party offeror. Landlord may, however, enter into a lease directly with said third-party offeror without liability to Tenant; or (ic) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect Consent to such Subject Transferrequest, whether as a single transaction or as a series of transactionsin which event, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, Tenant shall not be released from any of their respective its obligations hereunder. Upon any request for Landlord’s consent to an assignment or a sublet, Tenant shall submit to Landlord with such request (a) a statement of the prospective assignee’s use; (b) the proposed assignee’s financial statements for the preceding three (3) years, certified by the proposed assignee to be true; and (c) a check in the amount of $500 payable to Landlord for Landlord’s costs in reviewing and processing such request. Every assignment of this lease shall be accomplished by completing and executing the form of Assignment, Acceptance of Assignment and Consent to Assignment set forth on Exhibit C annexed hereto. Notwithstanding Landlord’s consent, no assignment or sublease shall act to release Tenant of its obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:lease.

Assignment/Subletting. A. Lessor Lessee shall have not sublet the right to sellPremises or any part thereof and Lessee shall not assign, convey transfer, pledge, mortgage or mortgage allotherwise encumber this Lease, but not less than all, or any portion of the Properties or term thereof, without the previous written consent in each instance of Lessor, and Lessee shall furnish to assign its right, title and interest as Lessor under this Lease in whole, but not in partcopy of such proposed instrument; providedLessor agreeing, however, not to unreasonably withhold or condition consent to subletting for any legitimate business not detrimental to the prohibition premises or adjacent property, or occupants thereof, and not more hazardous on Lessor's right account of fire or otherwise, and not creating wear and tear to sellthe Premises more than the business for which the Premises are herein leased. In lieu of granting its consent to a subletting or assignment of this Lease, convey Lessor may, at its sole option, terminate this Lease by notice to Lessee given within five (5) days from the receipt of request for permission to sublet or mortgage less than all assign by Lessee. Such termination shall be effective on the same date as the commencement date of the Properties shall not restrict Lessor's right proposed subletting or assignment requested by Lessee. Permission is, however, granted Lessee to convey Properties assign this Lease and also to Lessee pursuant sublet the Premises to the provisions any subsidiary corporation of Sections 21.BLessee, 23.A(ix)or parent corporation of Lessee, 57 or 58 hereofupon giving Lessor written notice of intent to so do. In the event of any such sale assignment or subletting, Lessee shall remain the principal obligor to the Lessor under all covenants of this Lease, and by accepting any assignment other than a security assignmentor subletting, provided Lessee receives written notice that such purchaser an assignee or assignee has assumed sublessee shall become bound by and shall perform and shall become entitled to the benefit of all of Lessor's the terms, conditions and covenants by which the Lessee hereunder is bound. In the event of a sale of all or substantially all of Lessee’s assets, the Lessee shall either (a) cause the purchaser thereof to assume all of Lessee’s obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, Lease from and after the date of such transfer or conveyanceacquisition in writing, of liability for (b) pay Lessor the performance of amount necessary to settle any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into outstanding claims under this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall purchaser does not be released from any of their respective obligations under assume this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease is terminated by Lessor prior to its Term (under Section 2, including extensions thereof), or Guarantors (c) find sublessee(s) or new tenants satisfactory to Lessor under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably terms acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest Except for a “Permitted Transfer” (as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ixhereinafter defined), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignmentTenant shall not, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without without the prior written consent of Lessor and except as provided below: Landlord in each case, (i) Lessee shall not assignmake or allow any assignment or transfer, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; , of any part of Tenant’s interest in this Lease, (ii) no Subject Transfer shall occur; grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant’s interest in this Lease, (iii) no interest sublet the Leased Premises or permit anyone other than Tenant and its employees to occupy any part of the Leased Premises. Tenant shall seek such written consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Tenant shall, by notice in Lessee writing, advise Landlord of Tenant’s intention from, on and after a stated date (which shall not be less than thirty [30] days after the date of Tenant’s notice), to assign this Lease or to sublet any part or all of the Leased Premises for the balance or any part of the Guarantors Term. Tenant’s notice shall include all of the terms of the proposed assignment or sublease and shall state the consideration therefor. Tenant’s notice shall state the name and address of the proposed assignee or subtenant and a true and complete copy of the proposed assignment or sublease shall be pledgeddelivered to Landlord with Tenant’s notice. No consent granted by Landlord shall be deemed to be a consent to any subsequent assignment or transfer, encumberedlien or encumbrance, hypothecated sublease or assigned as collateral occupancy. Any assignment or transfer, grant of lien or encumbrance, or occupancy without Landlord’s prior written consent shall be void. Landlord shall be reimbursed by Tenant for any obligation costs or expenses incurred as a result of Tenant’s request for consent to any such assignment or subletting, including reasonable legal costs. Except for a Permitted Transfer, in the event Tenant subleases the Leased Premises, or any portion thereof, or assigns this Lease with the consent of Landlord at an annual Base Rent exceeding that stated herein, fifty percent (50%) of such excess shall be paid by Tenant to Landlord as Additional Rent hereunder within ten (10) days after receipt by Tenant. Upon the Lessee Entities; and (iv) Lessee shall not sublet occurrence of an Event of Default by Tenant under this Lease, if all or any part of any of the Properties. It Leased Premises is expressly agreed that Lessor may withhold then assigned or condition such consent based upon such matters as Lessor may sublet, Landlord may, in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer addition to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of remedies provided by this Lease which is approved or provided by Lessorlaw, collect directly from the assignee or subtenant all rents due to Tenant. Any collection directly by Landlord from the assignee or subtenant shall assume all not be construed, however, to constitute a novation or a release of Tenant from the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee further performance of its obligations respecting under this Lease or Guarantors of any of their obligations respecting Lease. For the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation purpose of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Landlord

Assignment/Subletting. A. Lessor Tenant shall not assign this Lease, or sublet or license the Premises or any portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all of the foregoing actions are sometimes collectively referred to as a “transfer”) without obtaining, on each occasion, the prior consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. So long as Tenant remains liable under this Lease, the financial condition of the proposed transferee shall not be a factor in granting the consent regarding a proposed transfer. A transfer shall include, without limitation, any transfer of Tenant’s interest in this Lease by operation of law, merger or consolidation of Tenant into any other firm or corporation, the transfer or sale of a controlling interest in Tenant whether by sale of its capital stock or otherwise or any liquidation of Tenant or a substantial part of Tenant’s assets. Notwithstanding the foregoing, Tenant shall have the right to sell, convey sublease all or mortgage all, but not less than all, any portion of the Properties Premises, or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.BPremises, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed and all of Lessor's obligations Tenant’s rights under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness Right of any assigneeFirst Offer, the assumption Right of First Refusal, the option to extend, and all parking and signage rights, to any subsidiary affiliate, or parent of Tenant or any successor entity or person by merger, consolidation, or to any assignee entity or person in connection with the sale to such entity or person of all or substantially all of Lessee's obligations hereunder by undertakings enforceable by Lessorthe assets or stock of Tenant (each, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other mattersa “Permitted Transferee”), whether or not similar there may be a change in kindTenant’s name, without having to secure Landlord’s approval therefore (each, a “Permitted Transfer”). At In the case of an assignment to any of the foregoing types of entities, the assignee must have a net worth equal to or greater than Tenant’s net worth at the time of execution of this Lease. Tenant shall not offer to make or enter into negotiations with respect to a transfer to any assignment tenant (or any affiliate of such tenant) in the Building or in Ledgemont Center unless Landlord does not have comparable space available within Ledgemont Center; (ii) any party with whom, to Tenant’s knowledge, Landlord is then negotiating with respect to space in the Building or elsewhere in Ledgemont Center unless Landlord does not have comparable space available within Ledgemont Center; or (iii) any party which would be of such type, character or condition as to be inappropriate as a tenant for a first class office building. Other than Permitted Transfers, if Tenant proposes a transfer of this Lease which is approved by Lessor, the assignee shall assume all or a sub-letting of more than 50% of the obligations of Lessee under Premises for the remaining Term, Landlord may elect by written notice to Tenant to terminate this Lease pursuant with respect to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any the portion of the Properties shall relieve Lessee Premises proposed to be subleased, or to terminate the Lease in its entirety in the event of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurredproposed assignment, in which case, Lessor event this Lease shall be entitled to receive such excess rentals applicable terminate as to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease affected space as of the date on set forth in Landlord’s notice, which Lessee gives the Subject Transfer Notice date shall be no sooner than ninety (as hereinafter defined90) and as of days nor later than one hundred eighty (180) days after the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor notice. If Tenant does transfer with Landlord’s consent, and if the consideration, rent, or other charges payable to Tenant under such transfer exceed the rent and other charges to be paid hereunder (prorated based on floor area in the case of Lessee a subletting, license or any other occupancy of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum entire floor area of (1) $29,690,500.00the Premises in question and after deducting the costs associated with the transfer, plus (2) as more particularly described hereafter), then Tenant shall pay to Landlord, as additional rent, fifty percent (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date amount of such excess when and as received. In calculating any excess rent payable by Tenant to Landlord pursuant to this provision, Tenant shall first be entitled to deduct (i.e., exclusive of any negative Net Income for any such fiscal quartera) determined on a cumulative basis subsequent improvement allowances or other economic concessions granted by Tenant to the Effective Date, plus assignee or sublessee; (3b) seventy-five (75%) percent all reasonable costs incurred by Tenant to advertise the subject portion of the proceeds of any issuance of equity securities of any of the Lessee Entities Premises for assignment or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date sublease; (the "Net Worth Condition"); (iiic) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer reasonable brokerage commissions and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or legal fees paid by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings Tenant in connection with such Securitization that such Subject Transfer will not cause the assignment or sublease; and (d) all other reasonable costs incurred by Tenant in connection with the assignment or sublease. Notwithstanding any transfer of such rating agencies this Lease, Tenant’s liability to downgradeLandlord shall in all events remain direct and primary. In the case of any requested consent to a transfer, modify, withdraw or qualify any Tenant shall deliver to Landlord at the time thereof (i) a true and complete copy of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that proposed instrument containing all of the terms and conditions to of such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding transfer, and (ii) a written agreement of the foregoingassignee, sub-tenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the event that Lessee is unable terms, covenants and conditions of this Lease. Tenant shall pay to satisfy Landlord, as additional rent, Landlord’s reasonable out-of-pocket attorneys’ fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the Net Worth Condition, same. Any transferee of all or a substantial part of Tenant’s interest in the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions Premises shall be deemed satisfied if Lessee to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (1and agrees that its failure to do so shall be subject to the default provisions). At any time Tenant is in default, Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) pay and apply the net amount collected to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined)rent and other charges herein reserved, and (2) pay to Lessor but no transfer shall be deemed a waiver of the Prepayment Charges payable by Lessor to Lender provisions of this Section, or the acceptance of the transferee as a result tenant, or a release of Tenant or any guarantor from direct and primary liability for the performance of all of the payment covenants of this Lease. The consent by Landlord to any transfer shall not relieve Tenant from the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment obligation of obtaining the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy; nor shall Landlord’s consent alter in any manner whatsoever the preceding sentenceterms of this Lease, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in to which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) any transfer at all times shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:subject and subordinate.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, The identity and financial position of the Properties Tenant is a material consideration of Landlord entering into this Lease. Except as otherwise provided in this Section, Tenant shall not, directly or indirectly, assign this Lease or sublet the Premises or any part thereof, nor permit all or any part of the Premises to assign be used or occupied by another, without first obtaining the written consent of Landlord (which consent shall not be unreasonably, withheld, delayed or conditioned). Landlord agrees, within thirty (30) days following receipt of notice from Tenant of its rightintent to enter into an assignment or sublease, title and interest as Lessor to either approve or disapprove of the transfer in question. Landlord’s failure to notify Tenant of its disapproval within such 30 day period together with specific reasons for its disapproval shall be deemed to be an approval of the transfer in question. Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. The acceptance of Rent by Landlord from any other person shall neither be deemed to be a waiver of any of the provisions of this Lease in wholenor be deemed to be a consent to the assignment of this Lease or subletting of the Premises. If Landlord shall consent to any assignment or subletting, but not in part; the assignee/subtenant shall assume all obligations of Tenant hereunder arising from and after the effective date of such assignment or sublease (provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all if any subtenant is subleasing only a portion of the Properties Premises, then said subtenant only assumes the obligations of Tenant with respect to the subleased portion of the Premises), and Tenant shall not restrict Lessor's right to convey Properties to Lessee pursuant to thereafter be relieved of any liability hereunder in the provisions performance of Sections 21.Bany of the terms, 23.A(ix), 57 or 58 covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to any such sale assignment or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all subletting of Lessor's obligations under this Lease, Lessee Tenant shall attorn pay, as Additional Rent, an administrative fee equal to such purchaser or assignee Five Hundred Dollars ($500.00). Tenant hereby acknowledges and Lessor shall be relieved, from and after agrees that the date acceptance of such transfer or conveyance, of liability for administrative fee by Landlord shall not constitute a consent by Landlord to the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such proposed assignment or sale. B. Lessee acknowledges that Lessor has relied both on sublease. Notwithstanding anything herein to the business experience and creditworthiness of Lessee and upon contrary, Tenant shall have the particular purposes for which Lessee intends right, without obtaining Landlord’s consent, to use the Properties in entering into assign this Lease. Without , sublet the prior written consent of Lessor and except as provided belowPremises or any part thereof or otherwise transfer its interest under this Lease to the following persons or entities: (i) Lessee shall not assignany person or entity that controls, transfer is controlled by, or convey this Lease or any interest therein, whether by operation of law or otherwiseunder common control with Tenant; (ii) no Subject Transfer shall occurany person or entity that acquires or merges (or otherwise consolidates) with Tenant or that Tenant is merged (or otherwise consolidated) into; and/or (iii) no interest in Lessee any person or any entity to which a substantial portion of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which Tenant’s assets are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessortransferred. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:

Assignment/Subletting. A. Lessor (a) Tenant shall have the right to sellnot, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessorwithout Landlord's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided belowwhich shall not be unreasonably withheld, conditioned or delayed: (i) Lessee shall not assign, transfer hypothecate, mortgage, encumber, or convey this Lease or any interest therein, whether by operation of law or otherwiseunder it; (ii) no Subject Transfer shall occurallow any transfer thereof of any lien upon Tenant's interest by operation of law; (iii) no sublet the Premises in whole or in part. A transfer of a controlling interest in Lessee or any of the Guarantors Tenant shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any deemed an assignment of this Lease which is approved by LessorLease. Prior to any sublease or assignment, the assignee Tenant shall assume first notify Landlord in writing of its election to sublease all or a portion of the obligations of Lessee under this Lease pursuant Premises or to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting assign this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under interest thereunder, such notice to include a sublease which are in excess copy of the rentals owing hereunder may be retained by Lessee unless an Event proposed sublease or assignment. At anytime within fifteen (15) days after service of Default has occurredsaid notice, in which case, Lessor Landlord shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfiednotify Tenant that: (i1) no Event it consents to the sublease or assignment; or (2) it refuses to consent to the sublease or assignment, and a failure to respond within said time period shall be deemed a refusal; or (3) with respect to a proposed sublease of Default shall have occurred and be continuing under the entire Premises or an assignment of this Lease, that it cancels the Lease effective as of the date on which Lessee gives beginning of the Subject Transfer Notice (as hereinafter defined) and proposed sublease term o r as of the effective date on which of such Subject Transfer is consummated;proposed assignment; or (ii4) after giving effect with respect to such Subject Transfer, whether as a single transaction or as a series the proposed sublease of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any part of the GuarantorsPremises that, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined effective as of the end beginning of Lessee's most recently closed fiscal quarter on the sublease term, it amends the Lease to reduce the Premises by the portion of the Premises proposed to be sublet and further appropriately amends the Lease because of the reduction of the Premises. Under no circumstances shall Landlord be required to pay for any alterations to the Premises and Landlord may require a proforma basis after giving effect reasonable cash security deposit to such Subject Transfer cover the costs of restoration at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition")expiration of the sublease. (vb) after such Subject Transfer, The use for which the Properties will Premises may be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) sublet shall be only for lawful office use in keeping with the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any general character of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Building.

Assignment/Subletting. A. Lessor (a) Tenant covenants that it shall have not assign this lease nor sublet the right to sell, convey Demised Premises or mortgage all, but not less than all, any part thereof without the prior written consent of Landlord in each instance. Tenant may assign this lease or sublet the Properties Demised Premises with Landlord's written consent provided: (i) That such assignment or to assign its right, title and interest as Lessor under sublease is for a use which is in compliance with the terms of this Lease in whole, but not in part; provided, howeverlease, the prohibition then existing zoning regulations and the Certificate of Occupancy; (ii) That at the time of such assignment or subletting, there is no default under the terms of this lease on LessorTenant's right part which has not been cured prior to sellthe expiration of all applicable grace periods; (iii) That in the event of an assignment, convey or mortgage less than the assignee assumes in writing the performance of all of the Properties shall not restrict Lessor's right terms and obligations to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations be performed by Tenant under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, lease from and after the date of such transfer assignment; (iv) That a fully-executed copy of said assignment or conveyancesublease be delivered by certified mail to Landlord at the address herein set forth within ten (10) days from the said assignment or sublease and within ninety (90) days of the date that Tenant first provides Landlord with the information required under Paragraph 54(f) below; (v) That, in the event Tenant shall request Landlord?s consent to a proposed assignment of this lease or proposed sublease of all or a portion of the Demised Premises, Tenant shall pay or reimburse to Landlord the reasonable attorney fees and disbursements incurred by Landlord in processing such request not to exceed $1,000.00 for the review of the proposed sublease and the initial preparation of the consent document; (vi) Such assignment or subletting shall not, however, release Tenant from its liability for the full and faithful performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any all of the Guarantors shall terms and conditions of this lease; (vii) If this lease be pledgedassigned, encumbered, hypothecated or assigned as collateral for any obligation of any of if the Lessee Entities; and (iv) Lessee shall not sublet all Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect Rent and additional rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and additional rent herein reserved; (b) Notwithstanding anything contained in this Paragraph 54 to the contrary, no assignment or subletting shall be made by Tenant in any event until Tenant has offered to terminate this lease as of the last day of any calendar month during the term hereof and to vacate and surrender the Demised Premises to Landlord on the date fixed in the notice served by Tenant upon Landlord (which date shall be no sooner than forty-five (45) days after receipt by Landlord of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, offer to terminate and no later than the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt date of such representations proposed assignment or the commencement date of such proposed sublease), and warranties from any assignee as Lessor may requestLandlord, including such matters as its organizationwithin fifteen (15) days after the receipt thereof, existence, good standing has not accepted in writing the offer by Tenant to cancel and finances terminate this lease and other matters, whether or not similar to vacate and surrender the Demised Premises. (c) Notwithstanding anything contained to the contrary in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurredlease, in which case, Lessor no event shall be entitled Tenant have the right to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyanceenter into more than one sublease at any time. (d) Tenant shall not mortgage, pledge, mortgage hypothecate or subletting in violation of otherwise encumber its interest under this Section shall be voidable at the sole option of Lessorlease without Landlord's prior written consent. C. Notwithstanding the provisions (e) Without affecting any of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing its other obligations under this Lease lease, Tenant will pay Landlord as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) additional rent fifty (50%) percent of Net Incomeany sums or other economic consideration, if positivewhich (i) are payable to Tenant as a result of an assignment or subletting whether or not referred to as rentals under the assignment or sublease (after deducting therefrom the reasonable costs and expenses incurred by Tenant in connection with the assignment or subletting in question, for each fiscal quarter including, without limitation, broker commissions, reasonable attorneys? fees and tenant improvement costs); and (ii) exceed in total the sums which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the Lessee Entities ending after Demised Premises subject to such sublease), it being the Effective Date express intention of the parties that Landlord and Tenant shall share in any profit by reason of such sublease or assignment. The failure or inability of the assignee or subtenant to pay rent pursuant to the assignment or sublease will not relieve Tenant from its obligations to Landlord under this Paragraph 54(e). Tenant will not amend the assignment or sublease in such a way as to reduce or delay payment of amounts which are provided in the assignment or sublease approved by Landlord. Any amendment or modification of an assignment or sublease shall be deemed to be a new assignment or sublease and shall require the prior written consent of Landlord. (f) Prior to any proposed subletting or assignment, Tenant shall submit to Landlord a written notice of the proposed subletting or assignment, which notice shall contain or be accompanied by the following information: (i) the name and address of the proposed subtenant or assignee; (ii) the nature and character of the business of the proposed subtenant or assignee and its proposed use of the premises to be demised; (iii) the most recent three (3) years of balance sheets and profit and loss statements of the proposed subtenant or assignee or other financial information reasonably satisfactory to Landlord; and (iv) such shall be accompanied by a copy of the proposed sublease or assignment of lease. (g) The listing of an assignee's or subtenant's name on the door or Building directory shall not be deemed Landlord's consent hereunder. (h) Tenant may, without the consent of Landlord, assign this lease, or sublet all or a portion of the Demised Premises, to an affiliated entity (i.e., exclusive an entity 20% or more of whose ownership interest is owned by the same owners owning 20% or more of Tenant's ownership interest), parent or subsidiary corporation of Tenant, provided that: (i) in the case of an assignment, Tenant shall deliver to Landlord a fully-executed assignment and assumption agreement pursuant to which such assignee agrees to assume and perform all of the obligations of Tenant under this lease, and (ii) Tenant shall not be released or discharged from any negative Net Income for any liability under this lease by reason of such fiscal quarterassignment. In addition, Landlord shall grant its consent to a request by Tenant to assign this lease to an entity to which it sells its business as a going concern (either by selling or assigning all or substantially all of its assets or stock) determined on a cumulative basis subsequent or with which it may be consolidated or merged, provided that the assignee has the same net worth (as calculated under generally accepted accounting principals consistently applied, as the Tenant prior to the Effective Dateproposed sale and/or assignment and further provided that assignee shall, plus (3) seventy-five (75%) percent in writing, assume and agree to perform all of the proceeds obligations of Tenant under this lease and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and that Tenant shall not be released or discharged from any issuance liability under this lease by reason of equity securities such assignment. (i) Landlord agrees that it shall not unreasonably withhold, condition or delay its consent to a subletting or assignment in accordance with the terms of this Paragraph 54. In determining reasonableness, there shall be taken into account the character and reputation of the proposed subtenant or assignee, the specific nature of the proposed subtenant's or assignee's business and whether same is in keeping with other tenancies in the building; the financial standing of the proposed subtenant or assignee; and the impact of all of the foregoing upon the Building and the other tenants of Landlord therein. Landlord shall not be deemed to have unreasonably withheld its consent if it refuses to consent to a subletting or assignment to an existing tenant in any building which is owned by Landlord or its affiliate or to a proposed subtenant or assignee with whom Landlord is negotiating a lease or if at the time of Tenant's request, Tenant is in default, beyond applicable grace and notice periods provided herein for the cure thereof, of any of the Lessee Entities or other contributions terms, covenants and conditions of this lease to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantorsbe performed by Tenant, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if Landlord's lender's consent to such payment transaction is made on the first day of a calendar month, beginning with the calendar month in which such payment required and same is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:not granted.

Assignment/Subletting. A. Lessor shall have the right to sell, convey 4.01 Neither Tenant nor Tenant's legal representatives or mortgage all, but not less than all, of the Properties or to assign its right, title and successors in interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; , shall assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any corporate tenant (iiexcluding, however, the transfer of stock effected through the "over-the-counter market" or through any recognized stock exchange) no Subject Transfer shall occur; (iii) no or a majority of the total interest in Lessee any partnership tenant, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion Tenant to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant, shall be deemed an assignment of this Lease or of such sublease, consent to which shall be granted or withheld by Landlord in accordance with the provisions of this Article. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the Guarantors shall be pledgedprovisions hereof, encumbered, hypothecated or assigned as collateral for any obligation of any the acceptance of the Lessee Entities; and (iv) Lessee assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of any a sublease shall be deemed a sublease. The listing of the Properties. It is expressly agreed name of a party or entity other than that Lessor may withhold of Tenant on the Building or condition floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord's consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee assignment or sublease to, or occupancy of all necessary licenses and franchises the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to continue operating the Properties have been performed for the purposes herein provided, receipt of Tenant in connection with any such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other mattersassignment or sublease, whether or not similar actually performed, the same shall be discharged within twenty (20) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. 4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall first submit in kindwriting to Landlord a notice (the "Tenant's Recapture Offer") which states, with respect to each such prospective assignment or subletting, all of the relevant terms and conditions upon which Tenant is willing to assign this Lease or sublet the Premises, or any portion thereof, whichever may be applicable, and which shall be deemed an offer under the terms and conditions contained in Tenant's Recapture Offer (i) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of moneys or other consideration therefor, or, (ii) with respect to a prospective subletting, to sublet to Landlord the portion of the Premises involved ("Leaseback Area") on the same terms, covenants and conditions (including provisions relating to escalation rents) as are contained therein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. At Tenant's Recapture Offer shall specify the time date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than sixty (60) days nor later than one hundred eighty (180) days following the acceptance of any assignment Tenant's Recapture Offer (the "Recapture Date"). If an offer of sublease is made, and if the proposed sublease will result in all or substantially all of the Premises being sublet for the balance or substantially the balance of the Term, then Landlord shall have the option to extend the term of its proposed sublease for the balance of the term of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreementless one (1) day. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, Landlord shall have a consolidated net worth determined in accordance with GAAP period of not less than ninety (90) days from the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result receipt of such Subject Transfer and/or successor of Lessee Tenant's Recapture Offer to either accept or any of the Guarantors, shall not be released from any of their respective obligations under reject Tenant's Recapture Offer or to terminate this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Lease.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, No Assignment of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without (as defined below) is permitted without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer Landlord. The granting or convey this Lease or any interest therein, whether by operation withholding of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable will be solely within the discretion determineof Landlord, including, without limitation, subject to the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of limitations set forth below. (1) any assignment of this Lease which is approved by Lessor, the assignee shall assume all or a subletting of the obligations Leased Premises; (2) any permission to a third party to use all or part of Lessee under the Leased Premises; (3) any mortgage or other encumbrance of this Lease pursuant to Lessor's standard form or of assumption agreement. No such assignment nor any subletting the Leased Premises; (4) the appointment of a receiver or trustee of any of the Properties shall relieve Lessee Tenant’s property; (5) any assignment or sale in bankruptcy or insolvency; (6) the transfer of its obligations respecting this Lease or Guarantors a controlling interest in Tenant by any means, including operation of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurredlaw, in which case, Lessor shall be entitled to receive parties other than those maintaining such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of controlling interest on the date on which Lessee gives Tenant executes this Lease; and (7) a sale or transfer of all or substantially all of Tenant’s assets. Notwithstanding the Subject Transfer Notice (as hereinafter defined) and as foregoing, Landlord’s consent to an Assignment of the date on which such Subject Transfer types described in clauses (1), (2), (6), and (7) of the foregoing paragraph shall not be unreasonably withheld, delayed or conditioned so long as the proposed assignee is consummated; sufficiently creditworthy, as reasonably determined by Landlord, to perform the obligations of Tenant under this Lease, and the proposed use is reasonably acceptable to Landlord. Even if Landlord consents to an Assignment, Tenant will remain primarily liable under this Lease. Also, Tenant will bear all reasonable legal costs, up to a maximum amount of Three Thousand Dollars (ii) after giving effect to such Subject Transfer$3,000.00), incurred by Landlord in connection with Landlord’s review of documents concerning an Assignment, whether as or not Landlord consents to it. Landlord’s consent to a single transaction specific Assignment does not waive Landlord’s right to withhold consent to any future or as a series additional Assignment. If Tenant intends to Assign this Lease, Tenant must give Landlord notice of transactions, its intention to make an Assignment at least fifteen (15) days prior to the Lessee Entities, including any surviving entity as a result anticipated effective date of such Subject Transfer and/or successor Assignment, which notice will contain such details as Landlord may reasonably request (the “Assignment Notice”). If the amount of Lessee or rent and other sums received by Tenant under any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less Assignment is more than the sum of (1) $29,690,500.00Rent due from Tenant under this Lease, plus (2) then Tenant will pay fifty percent (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined excess to Landlord on a cumulative monthly basis subsequent to and promptly upon Tenant’s receipt of such excess amounts. If, without Landlord’s consent, this Lease is Assigned, or if the Effective DateLeased Premises are occupied or used by any party other than Tenant, plus then all resulting expenses (3including reasonable attorneys’ fees, but excluding any brokerage fees) seventy-five incurred by Landlord will be immediately due and payable by Tenant upon receipt of an invoice. If Tenant defaults, Landlord may collect rent from the assignee, subtenant, occupant or user (75%the “Assignee”) percent of the proceeds of any issuance of equity securities of any Leased Premises and apply it towards the Rent due under this Lease. Such collection will not be deemed an acceptance of the Lessee Entities Assignee as tenant, will not waive or other contributions prejudice Landlord’s right to the capital initiate legal action against Tenant to enforce Tenant’s fulfillment of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective its obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of release Tenant from such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:obligations.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest Except for a “Permitted Transfer” (as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ixhereinafter defined), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignmentTenant shall not, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without without the prior written consent of Lessor and except as provided below: Landlord in each case, (i) Lessee shall not assignmake or allow any assignment or transfer, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; , of any part of Tenant’s interest in this Lease, (ii) no Subject Transfer shall occur; grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant’s interest in this Lease, (iii) no interest sublet the Leased Premises or permit anyone other than Tenant and its employees to occupy any part of the Leased Premises. Tenant shall seek such written consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Tenant shall, by notice in Lessee writing, advise Landlord of Tenant’s intention from, on and after a stated date (which shall not be less than thirty [30] days after the date of Tenant’s notice), to assign this Lease or to sublet any part or all of the Leased Premises for the balance or any part of the Guarantors Term. Tenant’s notice shall include all of the terms of the proposed assignment or sublease and shall state the consideration therefor. Tenant’s notice shall state the name and address of the proposed assignee or subtenant and a true and complete copy of the proposed assignment or sublease shall be pledgeddelivered to Landlord with Tenant’s notice. No consent granted by Landlord shall be deemed to be a consent to any subsequent assignment or transfer, encumberedlien or encumbrance, hypothecated sublease or assigned as collateral occupancy. Any assignment or transfer, grant of lien or encumbrance, or occupancy without Landlord’s prior written consent shall be void. Landlord shall be reimbursed by Tenant for any obligation costs or expenses incurred as a result of Tenant’s request for consent to any such assignment or subletting, including reasonable legal costs. Except for a Permitted Transfer, in the event Tenant subleases the Leased Premises, or any portion thereof, or assigns this Lease with the consent of Landlord at an annual Base Rent exceeding that stated herein, fifty percent (50%) of such excess shall be paid by Tenant to Landlord as Additional Rent hereunder within ten (10) days after receipt by Tenant. Upon the Lessee Entities; and (iv) Lessee shall not sublet occurrence of an Event of Default by Tenant under this Lease, if all or any part of any of the Properties. It Leased Premises is expressly agreed that Lessor may withhold then assigned or condition such consent based upon such matters as Lessor may sublet, Landlord may, in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer addition to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of remedies provided by this Lease which is approved or provided by Lessorlaw, collect directly from the assignee or subtenant all rents due to Tenant. Any collection directly by Landlord from the assignee or subtenant shall assume all not be construed, however, to constitute a novation or a release of Tenant from the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee further performance of its obligations respecting under this Lease or Guarantors of any of their obligations respecting Lease. For the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation purpose of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:Section

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties Tenant shall not restrict Lessor's right sublet the Leased Premises or any part thereof, nor allow the same to convey Properties to Lessee pursuant to the provisions of Sections 21.Bbe used or occupied by any other person or for any other use than that herein specified, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not nor assign, mortgage, encumber or otherwise transfer or convey this Lease or any interest therein, whether without the written consent of Landlord (and as a condition to such consent, which in any event may be withheld by Landlord, in its sole discretion. Landlord may require (a) that Tenant pay Landlord all or any portion of the consideration for assignment or the rental under sublease in excess of the rental under this Lease, and/or (b) that the assignee expressly assume this Lease or that the subtenant expressly agree to attorn to Landlord; and Tenant shall not suffer or permit any assignment or other transfer by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any , of the Guarantors estate or interest of Tenant in the Leased Premises acquired in, by or through this Lease. Any request for the consent of Landlord to an assignment, mortgage, encumbrance, or transfer of this Lease, or a subletting of the Leased Premises shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation accompanied by a payment in the amount of any $250.00 representing a reasonable estimate of Landlord's costs of processing and administration in reviewing Tenant's request and the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Propertiesinformation pertaining thereto. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer Landlord shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for respond to any such fiscal quarter) determined on a cumulative basis subsequent request without payment, as aforesaid. Any consent which Landlord may give to the Effective Dateany assignment, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities mortgage, encumbrance or other contributions to the capital transfer of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction any sublease or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as co-tenancy of the end Leased Premises shall be restricted to the particular assignment, mortgage, encumbrance or transfer of Lesseethis Lease or to the particular sublease or co-tenancy, and the agreement herein not to assign or sublet shall remain in effect against Tenant and Tenant's most recently closed fiscal quarter on assign(s). Any consent to assignment, transfer or sublease which may be given by Landlord shall not constitute a proforma basis after giving effect to such Subject Transfer release of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee Tenant or any guarantor from the covenants herein contained, it being understood that Tenant and any guarantor of the Guarantors, this Lease shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of remain fully liable for the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:performance hereof.

Assignment/Subletting. A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (ia) Lessee Tenant shall not assign, transfer hypothecate, ---------------------- mortgage, encumber, or convey this Lease or any interest therein, whether under it; allow any transfer thereof or any lien upon Tenant's interest by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of sublet the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all whole or any part of the demised premises by anyone other than Tenant and its employees. If Tenant is a corporation, any dissolution, merger, consolidation or reorganization of Tenant or the sale or transfer of a controlling percentage of the Propertiescapital stock of Tenant, whether by a single transaction or event or by cumulative transactions or events shall be deemed an assignment of this Lease, and shall be subject to the restrictions set forth above, If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law, of any partner or partners owning 51% or more of the partnership interest, whether by a single transaction or event or by cumulative transactions or events, or the dissolution of the partnership shall be deemed an assignment of the Lease and shall be subject to the restrictions set forth above. It is expressly agreed SEE RIDER SECTION 40. (b) Tenant shall not sublet the whole or any part of the premises without Landlord's prior written consent. In the event Tenant intends to sublease all or any portion of the premises, Tenant shall take the following actions: (i) Tenant shall first notify Landlord in writing of its intention to sublet prior to any advertising of same, hiring of brokers or contacting of potential subtenants, such notice shall identify the space proposed to be sublet, which space must be a legally leasable unit in compliance with all applicable ordinances and codes, and shall state the date on which Tenant requests that Lessor the sublet commence, which date shall be no less than one hundred eighty (180) days from the date of Tenant's notice. (ii) Landlord shall have thirty (30) days following the receipt of such notice to notify Tenant whether it elects to recapture the space Tenant has proposed to sublet. Landlord's failure to send such notice within such thirty (30) day period shall be deemed to mean Landlord has not elected to recapture the space. (iii) In the event the Landlord elects to recapture the space, it shall notify Tenant of its intent by service of a written notice of cancellation terminating that portion of the Lease covering the space Landlord has chosen to recapture, which may withhold include all or condition any lesser portion of the space Tenant has proposed to sublet. In such consent based upon such matters event Landlord agrees that the space not recaptured by Landlord shall be a legally leasable unit. Tenant shall pay all costs of any construction necessary to accomplish the division of the space. The termination of the Lease as Lessor may to the recaptured space shall be effective on the date specified by the Tenant in its reasonable discretion determinenotice pursuant to Subsection 17 (i) and (ii). (iv) In the event that Landlord elects to recapture any proposed sublet space under these provisions, the Base Rent, Rentable Area of the Premises and Measurable Area of the Premises as provided in Section 1 above shall be adjusted as of the termination date designated in the cancellation notice, and this Lease as so amended shall continue thereafter in full force and effect. (v) In the event that the Landlord elects not to recapture part or all of the proposed sublet space, Landlord shall so notify Tenant as set forth in (ii) above. Provided Tenant is not in default under the Lease and has fully complied with the terms of this Section 17, Tenant may then proceed to contact potential subtenants and shall have the option to sublet the non-recaptured space in accordance with the following provisions: (A) Tenant shall bear all costs and expenses associated with the subletting including, without limitation, any and all costs and expenses incurred by Landlord (if any). (B) Upon locating a suitable potential subtenant, Tenant shall notify Landlord in writing. Such notice shall state the experience name and creditworthiness address of any assignee, the assumption by any assignee proposed subtenant and shall include a true and complete copy of the proposed sublease. Tenant shall also deliver to Landlord copies of all financial statements, credit reports and other such information in its possessions relating to the prospective subtenant. At Landlord's request, Tenant shall promptly secure and deliver any additional information Landlord deems necessary in order to evaluate the potential subtenant. (C) Landlord shall have fifteen (15) days from the date of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, its receipt of the last information provided by Tenant on the proposed subtenant, during which to evaluate such representations subtenant and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, decide whether or not similar in kindto consent to the sublease. At the time of any assignment of this Lease which is approved by Lessor, the assignee Landlord shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee notify Tenant of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are decision in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurredwriting, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee Landlord does not consent to the sublease, its notice thereof to Tenant shall include an explanation of its reasons for denying consent. In the event that Landlord consents to the sublease, Tenant may execute the sublease and collect all rents due thereunder subject to the provisions of subparagraph (D) below and subject to the subtenant's agreement to comply with all the terms of this Lease as they apply to the sublet space. (D) Following the execution of any sublease to which Landlord has consented and throughout the term thereof, Tenant shall pay Landlord sixty percent (60%) of all amounts received by Tenant in connection with subletting in excess of the rent for the sublet space Tenant is unable obligated to satisfy pay Landlord hereunder. (E) The use for which the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions premises or any part thereof may be sublet shall be deemed satisfied if Lessee only for lawful office use which is in keeping with the general character of the Building and Complex, which is not extra-hazardous on account of fire and which does not conflict with exclusive rights granted to any other tenant. (F) The granting consent by Landlord to Tenant for subletting of the premises or any part thereof shall (1) pay to Lessor not release Tenant from direct and primary liability under this Lease for the Subject Transfer Rent Prepayment Amount (as hereinafter defined)performance of all of the covenants, duties and obligations of Tenant hereunder, and (2) pay Landlord shall retain its rights to Lessor enforce the Prepayment Charges payable by Lessor provisions Of this Lease against Tenant or any subtenant without demand upon or proceeding in any way against any other person. consent to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of particular sublease shall not be denied a calendar month, beginning with the calendar month in which such payment is made) shall be equal consent to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:any other or subsequent transaction.

Assignment/Subletting. A. Lessor 4.01 If Tenant desires to assign this Lease or sublet the Premises in part or in its entirety, Tenant shall have submit to Landlord a written request for Landlord’s consent to such assignment or subletting, which request shall contain or be accompanied by the right to sell, convey or mortgage all, but not less than all, following information: (i) the name and address of the Properties proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and of its proposed use of the Premises; (iv) current financial information for the proposed assignee or subtenant; (v) a description of the proposed assigned or sublet space and (vi) any other information as Landlord may reasonably request with respect to assign the proposed assignee or subtenant. 4.02 Landlord shall not unreasonably withhold, condition or delay its rightconsent to the proposed assignment or subletting referred to in Paragraph 4.01 above, title provided the proposed assignment or subletting is in writing and interest as Lessor that the following further conditions shall be fulfilled: (i) there shall be no default by Tenant under this Lease in wholebeyond the notice, but not in part; grace or cure period, if any, when (a) Landlord’s consent is requested and (b) upon commencement of the term of any such proposed assignment or sublease; (ii) there shall be no advertisement or public communication of any kind whatever relating to the proposed assignment or subletting which mentions or refers to a rental rate or to any other matter which directly or indirectly might adversely reflect on the dignity or prestige of the Building, provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor Premises may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties events be listed with a broker for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition")subletting; (iii) Lessee and Guarantorsin the case of subletting, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any the subletting shall be expressly subject to all of the Guarantors, shall not be released from any provisions of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under Tenant hereunder and, without limiting the Guarantygenerality of the foregoing, the sublease shall impose at least the same restrictions and conditions as applicableimposed herein and shall specifically provide that there shall be no further subletting of the sublet premises; (iv) after giving effect to any such Subject Transfer, whether as a single transaction assignment or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio subletting will result in there being no more than two (as hereinafter defined2) determined as occupants of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition")Premises; (v) after such Subject Transfer, the Properties will proposed assignee or subtenant shall not be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessorperson then currently negotiating with Landlord for the rental of any space in the Building; (vi) the Lessee Entities, including any surviving entity as Landlord shall be furnished with a result of such Subject Transfer and/or successor of Lessee or any duplicate original of the Guarantorssublease or assignment, within ten (10) days after the date of its execution. Pdf version of the sublease or assignment shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with be deemed an original of the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfersame; (vii) if the proposed assignee or subtenant, as the case may be, has sufficient net worth and to is credit worthy, as determined in Landlord’s reasonable discretion and judgment, and L▇▇▇▇▇▇▇ has been furnished with proof thereof; (viii) the extent that proposed assignee or subtenant is engaged in a business, and shall use the loans contemplated by Premises in a manner which is in keeping with the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation standards of the rating agencies which have issued ratings Building; (ix) the Tenant shall reimburse Landlord within ten (10) days of receipt of written demand for any reasonable costs, including attorneys’ fees and disbursements, actually incurred by Landlord in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw said assignment or qualify any of such ratings (the "Rating Agency Condition")sublease; and (viiix) Lessee the written instrument evidencing the proposed assignment or subletting contains affirmative language whereby the assignee or subtenant acknowledges and agrees that its interests shall have delivered be subject and subordinate to Lessor any mortgage on the Building. 4.03 Notwithstanding anything to the contrary, no assignment or sublet of this Lease shall be binding upon Landlord, unless Landlord shall receive at least ten (10) days prior to the effective date of such assignment or sublet (as the case may be): (i) a certification that duplicate original instrument of assignment and assumption of lease or sublease in form and substance satisfactory to Landlord and duly executed by all parties thereto; (ii) an agreement, in form and substance reasonably satisfactory to Landlord, duly executed by assignee, whereby assignee shall unconditionally assume observance and performance of all of the terms and conditions of this Lease on Tenant’s part to be observed or performed; and (iii) a guaranty of Lease by an officer/member of assignee in form and substance reasonably satisfactory to Landlord, substantially similar to the form of guaranty executed by the guarantor of this Lease. 4.04 If this lease be assigned, whether or not in violation of the terms of this lease, Landlord may collect rent from the assignee. If the Premises or any part thereof be sublet or be used or occupied by anybody other than Tenant, whether or not in violation of this lease, Landlord may, after default by Tenant and expiration of Tenant’s time to cure such default, if any, collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this Lease or this Article, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of Tenant’s obligations under this lease. The consent by Landlord to an assignment or subletting pursuant to any provision of this Lease shall not in any way be considered to relieve Tenant from obtaining the express prior consent of Landlord to any other or further assignment or subletting. The listing of any name other than that of Tenant on any door of the demised premises or on any directory or otherwise, shall not operate to vest in the person so named any right or interest in this Lease or the Premises. T▇▇▇▇▇ agrees to pay L▇▇▇▇▇▇▇’s reasonable attorneys’ fees and disbursements in connection with any proposed assignment of this Lease or any proposed subletting of the demised premises or any part thereof. Neither any assignment of this Lease, nor any subletting, occupancy or use of the demised premises or any part thereof by any person other than Tenant, nor any collection of rent by Landlord from any person other than Tenant, nor any application of any such rent as provided in this Article shall, under any circumstances, relieve, impair, release or discharge Tenant of its obligations fully to perform the terms of this lease on Tenant’s part to be performed. 4.05 Subject to the terms of paragraph 4.08 herein generally, the transfer of a majority of the issued and outstanding capital stock of any corporate Tenant, subtenant or permitted assignee of this Lease, the transfer of a majority of the interest in any limited liability company Tenant, subtenant or permitted assignee, or the transfer of a majority of the interest in any partnership Tenant, subtenant or permitted assignee, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this Lease or such sublease. 4.06 If required by applicable law, Tenant shall complete, swear to and file any questionnaires, tax returns, affidavits or other documentation which may be required to be filed (a) with the New York State Department of Taxation and Finance in connection with Article 31-B of the Tax Law of the State of New York, (b) with the Commissioner of Finance of the City of New York in connection with the New York City Real Property Transfer Tax and (c) with the appropriate governmental agency in connection with any other tax which may now or hereafter be in effect. T▇▇▇▇▇ further agrees to pay any amounts which may be assessed in connection with any of such taxes and to indemnify Landlord against and to hold Landlord harmless from any claims for payment of such taxes. The provisions of this Article shall survive the expiration or sooner termination of this lease. 4.07 Notwithstanding anything to the contrary, any act or omission of Tenant’s assignee’s, subtenants, licensees, invitees, agents, servants, employees, contractors or sub-contractors which violates any provision or condition set forth in this Section 26.C have been satisfied. Notwithstanding the foregoingLease with which Tenant is required to comply, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount a violation of such provision or condition (as hereinafter defined)the case may be) by both Tenant and such assignees, subtenants, licensees, invitees, agents, servants, employees, contractors and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:sub-contractors.