Common use of Acceptance and Assumption Clause in Contracts

Acceptance and Assumption. In consideration of the foregoing assignment and in further consideration of the execution by Landlord of its consent to the herein described assignment, Assignee hereby accepts the foregoing Assignment and hereby assumes and agrees to be bound by and to perform each and all of the terms, provisions, covenants, conditions and agreements to be performed by Tenant pursuant to the Lease. Assignee specifically agrees and understands that the Lease does make provision, among other things, for the following: (a) That Tenant's trade name shall be "UWINK MEDIA BISTRO" and shall remain as such unless changed with the authorization and prior approval of Landlord. (b) That the Lease provides a use clause limiting the use of Tenant shall only use the Premises for the operation of a full service (sit-down) restaurant, including the sale of alcoholic beverages for on-Premises consumption only (provided Tenant complies with applicable laws and regulations, and obtains and maintains in effect the necessary licenses and additional insurance as may be required pursuant to this Lease for the sale and serving of said alcoholic beverages), with categories of food and alcoholic, and non-alcoholic beverage items offered on the menu substantially in the form as attached hereto as Exhibit "E;" and as ancillary thereto, Tenant may offer take-out service for menu items. As incidental thereto Tenant may also sell bottles of wine featured to customers (provided Tenant complies with applicable laws and regulations, and obtains and maintains in effect the necessary licenses and additional insurance as may be required pursuant to this Lease for the sale and serving of said alcoholic beverages). The Premises shall be used solely for the use stated above and for no other use or purpose, and for no other use or purpose. (c) That the Lease provides for the payment of Minimum Annual Rental, Percentage Rental and Additional Rent charges as set forth in the Lease. (d) That the Lease expires on January 31, 2016 and does not provide for an option to renew the Term of the Lease.

Acceptance and Assumption. In consideration Purchaser, from and after the ------------------------- Effective Date, hereby accepts from Chevy Chase and CCBH and acknowledges transfer of all the Assigned Assets. Purchaser, from and after the Effective Date, hereby accepts and assumes the Assumed Obligations, including the obligation under the Agreement to transfer the Receivables arising under the Accounts to the Trust, and the substitution of the foregoing assignment Purchaser for the purposes of Sections 7.04, 9.01 and in further consideration 9.02 of the execution by Landlord Agreement, and Purchaser, from and after the Effective Date, hereby agrees and acknowledges, for the benefit of its consent to the herein described assignmentTrustee and all of the Certificateholders, Assignee that Purchaser hereby accepts assumes all of the foregoing Assignment liabilities, duties and hereby obligations under and assumes and agrees to be bound by and to perform each and all every covenant and obligation of the termsSeller and of the Servicer, provisionsof the Holder of the Seller Certificate and the Seller's Interest, covenantsof the Cash Collateral Depositors and of Chevy Chase or CCBH in their individual capacity contained in the Agreement, conditions including but not limited to the obligations of the Seller to transfer the Receivables and agreements the proceeds thereof to be performed by Tenant the Trust, in each case only from and after the Effective Date. Purchaser, from and after the Effective Date, hereby expressly assumes the rights and liabilities, duties and obligations of the Servicer under the Custodial Agreements, as described in Section 8.09 of the Agreement. Purchaser, from and after the Effective Date, assumes all liabilities, duties and obligations of Chevy Chase in any capacity under the Assignments of Receivables in Additional Accounts entered into in connection with MT I. For purposes of Sections 3.05 and 3.06 of the Agreement, Chevy Chase will prepare the annual servicer's report and provide the independent accountant's reports with respect to each month during which Chevy Chase was the Servicer (or performing such functions pursuant to an agreement between Chevy Chase and the Lease. Assignee specifically agrees and understands that the Lease does make provision, among other things, for the following: (a) That Tenant's trade name shall be "UWINK MEDIA BISTRO" and shall remain as such unless changed with the authorization and prior approval of Landlord. (b) That the Lease provides a use clause limiting the use of Tenant shall only use the Premises for the operation of a full service (sit-down) restaurant, including the sale of alcoholic beverages for on-Premises consumption only (provided Tenant complies with applicable laws and regulationsPurchaser), and obtains thereafter the Purchaser will be responsible for preparing and maintains in effect the necessary licenses and additional insurance as may be required pursuant to this Lease for the sale and serving of said alcoholic beverages), with categories of food and alcoholic, and non-alcoholic beverage items offered on the menu substantially in the form as attached hereto as Exhibit "E;" and as ancillary thereto, Tenant may offer take-out service for menu items. As incidental thereto Tenant may also sell bottles of wine featured to customers (provided Tenant complies with applicable laws and regulations, and obtains and maintains in effect the necessary licenses and additional insurance as may be required pursuant to this Lease for the sale and serving of said alcoholic beverages). The Premises shall be used solely for the use stated above and for no other use or purpose, and for no other use or purposeproviding all such reports. (c) That the Lease provides for the payment of Minimum Annual Rental, Percentage Rental and Additional Rent charges as set forth in the Lease. (d) That the Lease expires on January 31, 2016 and does not provide for an option to renew the Term of the Lease.

Acceptance and Assumption. In consideration of the foregoing assignment and in further consideration of the execution by Landlord of its consent to the herein described assignment, Assignee hereby accepts the foregoing Assignment grants and assignments of the Leases, Contracts, Personal Property and Intangibles and agrees that it accepts such items without any warranty or representation of any kind (except as expressly provided herein or in the Purchase Agreement) and otherwise on the terms and conditions set forth herein. From and after the date hereof, Assignee hereby assumes and agrees to be bound by fulfill, perform and to perform each and discharge all of the termsvarious liabilities, provisionsduties, covenants, conditions obligations and agreements under or with respect to be performed by Tenant pursuant any of the Leases, Contracts, Personal Property and Intangibles (collectively, “Assignee Obligations”) arising on or after the date hereof. Except as otherwise provided in the Purchase Agreement, Assignor hereby agrees to fulfill, perform and discharge all the various liabilities, duties, covenants, obligations and agreements under or with respect to any of the Leases, Contracts, Personal Property and Intangibles (collectively, “Assignor Obligations”) arising prior to the Leasedate hereof. Each of Assignor and Assignee specifically hereby agrees and understands that to defend (through counsel reasonably approved by the Lease does make provision, among other things, for the following: (a) That Tenant's trade name shall be "UWINK MEDIA BISTRO" and shall remain as such unless changed with the authorization and prior approval of Landlord. (b) That the Lease provides a use clause limiting the use of Tenant shall only use the Premises for the operation of a full service (sit-down) restaurant, including the sale of alcoholic beverages for on-Premises consumption only (provided Tenant complies with applicable laws and regulations, and obtains and maintains in effect the necessary licenses and additional insurance as may be required pursuant to this Lease for the sale and serving of said alcoholic beveragesother), with categories indemnify and hold the other harmless from and against all claims, liabilities and damages arising from its breach of food and alcoholic, and non-alcoholic beverage items offered on the menu substantially in the form as attached hereto as Exhibit "E;" and as ancillary thereto, Tenant may offer take-out service for menu items. As incidental thereto Tenant may also sell bottles of wine featured to customers (provided Tenant complies with applicable laws and regulations, and obtains and maintains in effect the necessary licenses and additional insurance as may be required pursuant to this Lease for the sale and serving of said alcoholic beverages). The Premises shall be used solely for the use stated above and for no other use or purpose, and for no other use or purpose. (c) That the Lease provides for the payment of Minimum Annual Rental, Percentage Rental and Additional Rent charges as set forth in the Lease. (d) That the Lease expires on January 31, 2016 and does not provide for an option to renew the Term any of the Leaseprovisions of this Section 2. This Section 2 shall survive the execution and delivery of this Assignment.

Acceptance and Assumption. In consideration of the foregoing assignment and in further consideration of the execution by Landlord of its consent to the herein described assignment, Assignee hereby accepts the foregoing Assignment grants and assignments of the Warranties, Permits, Personal Property, Trade Names, Books and Records and Contracts and agrees that it accepts such items without any warranty or representation of any kind, except as expressly set forth in Section 2.1 of the Contribution Agreement, and otherwise on the terms and conditions set forth herein. Assignee hereby assumes and agrees to be bound fulfill, perform and discharge all the various liabilities, duties, covenants, obligations and agreements under or with respect to the Warranties, Permits, Personal Property, Trade Names, Books and Records and Contracts accruing from and after the date hereof (collectively, “Assignee Obligations”). Assignor does hereby agree to defend, indemnify and hold harmless Assignee, its successors and assigns, from and against any and all liabilities, damages, causes of action, expenses, reasonable attorneys’ fees, claims and losses incurred or suffered by Assignee by reason of the failure of Assignor to fulfill, perform and to perform discharge each and all of the termsvarious liabilities, provisionsduties, covenants, conditions obligations and agreements to be performed by Tenant pursuant under or with respect to the LeaseWarranties, Permits, Personal Property, Trade Names, Books and Records and Contracts accruing prior to the date hereof. Assignee specifically agrees does hereby agree to defend, indemnify and understands hold harmless Assignor, its successors and assigns, from and against any and all liabilities, damages, causes of action, expenses, reasonable attorneys’ fees, claims and losses incurred or suffered by Assignor by reason of the failure of Assignee to fulfill, perform and discharge each and all of the various liabilities, duties, covenants, obligations and agreements under or with respect to the Warranties, Permits, Personal Property, Trade Names, Books and Records and Contracts accruing from and after the date hereof, except to the extent that Assignor, Federal or any of their affiliates (excluding Assignee and the Lease does make provisionPartnership) are liable or responsible for any such liabilities, among other thingsdamages, for the following: (a) That Tenant's trade name shall be "UWINK MEDIA BISTRO" and shall remain causes of action, expenses, reasonable attorneys’ fees, claims, and/or losses as such unless changed with the authorization and prior approval of Landlord. (b) That the Lease provides a use clause limiting the use of Tenant shall only use the Premises for the operation result of a full service breach by any such parties under any agreement (sit-downincluding, without limitation, the limited partnership agreement of the Partnership and any management agreement) restaurantbetween any such Person, including on the sale of alcoholic beverages for on-Premises consumption only (provided Tenant complies with applicable laws and regulationsone hand, and obtains and maintains in effect Assignee, the necessary licenses and additional insurance as may be required pursuant to this Lease for Partnership or any of the sale and serving partners of said alcoholic beveragesthe Partnership (or any of their respective Affiliates), with categories of food and alcoholic, and non-alcoholic beverage items offered on the menu substantially in the form as attached hereto as Exhibit "E;" and as ancillary thereto, Tenant may offer take-out service for menu items. As incidental thereto Tenant may also sell bottles of wine featured to customers (provided Tenant complies with applicable laws and regulations, and obtains and maintains in effect the necessary licenses and additional insurance as may be required pursuant to this Lease for the sale and serving of said alcoholic beverages). The Premises shall be used solely for the use stated above and for no other use or purpose, and for no other use or purposehand. (c) That the Lease provides for the payment of Minimum Annual Rental, Percentage Rental and Additional Rent charges as set forth in the Lease. (d) That the Lease expires on January 31, 2016 and does not provide for an option to renew the Term of the Lease.

Acceptance and Assumption. In consideration Purchaser, from and after the ------------------------- Effective Date, hereby accepts from Chevy Chase and CCBH and acknowledges the transfer of all the Assigned Assets. Purchaser, from and after the Effective Date, hereby accepts and assumes the Assumed Obligations, including the obligation under the Agreement to transfer the Receivables arising under the Accounts to the Trust, and the substitution of the foregoing assignment Purchaser for purposes of Sections 7.04, 9.01 and in further consideration 9.02 of the execution by Landlord Agreement, and Purchaser hereby agrees and acknowledges, for the benefit of its consent to the herein described assignmentTrustee and all of the Certificateholders, Assignee that Purchaser hereby accepts assumes all of the foregoing Assignment liabilities, duties and hereby obligations under and assumes and agrees to be bound by and to perform each and all every covenant and obligation of the termsTransferors and the Holder of the Bank Certificate and the Transferors' Interest, provisionsof the Cash Collateral Depositors and Spread Account Residual Interest Holders, covenantsof Chevy Chase and CCBH in their individual capacities and of the Servicer contained in the Agreement, conditions including but not limited to the obligations of the Transferors to transfer the Receivables and agreements the proceeds thereof to be performed by Tenant the Trust, in each case only from and after the Effective Date. Purchaser, from and after the Effective Date, hereby expressly assumes the rights and liabilities, duties and obligations of the Servicer under the Custodial Agreements as described in Section 8.09 of the Agreement. Purchaser, from and after the Effective Date, assumes all liabilities, duties and obligations of Chevy Chase and CCBH in any capacity under the Assignments of Receivables in Additional Accounts entered into in connection with MTII. For purposes of Sections 3.05 and 3.06 of the Agreement, Chevy Chase will prepare the annual servicer's report and provide the independent accountant's reports with respect to each month during which Chevy Chase was the Servicer (or performing such functions pursuant to an agreement between Chevy Chase and the Lease. Assignee specifically agrees and understands that the Lease does make provision, among other things, for the following: (a) That Tenant's trade name shall be "UWINK MEDIA BISTRO" and shall remain as such unless changed with the authorization and prior approval of Landlord. (b) That the Lease provides a use clause limiting the use of Tenant shall only use the Premises for the operation of a full service (sit-down) restaurant, including the sale of alcoholic beverages for on-Premises consumption only (provided Tenant complies with applicable laws and regulationsPurchaser), and obtains thereafter the Purchaser will be responsible for preparing and maintains in effect the necessary licenses and additional insurance as may be required pursuant to this Lease for the sale and serving of said alcoholic beverages), with categories of food and alcoholic, and non-alcoholic beverage items offered on the menu substantially in the form as attached hereto as Exhibit "E;" and as ancillary thereto, Tenant may offer take-out service for menu items. As incidental thereto Tenant may also sell bottles of wine featured to customers (provided Tenant complies with applicable laws and regulations, and obtains and maintains in effect the necessary licenses and additional insurance as may be required pursuant to this Lease for the sale and serving of said alcoholic beverages). The Premises shall be used solely for the use stated above and for no other use or purpose, and for no other use or purposeproviding all such reports. (c) That the Lease provides for the payment of Minimum Annual Rental, Percentage Rental and Additional Rent charges as set forth in the Lease. (d) That the Lease expires on January 31, 2016 and does not provide for an option to renew the Term of the Lease.

Acceptance and Assumption. In consideration of the foregoing assignment and in further consideration of the execution by Landlord of its consent to the herein described assignment, Assignee hereby accepts the foregoing Assignment assignment of the Leases and Security Deposits and agrees that it accepts such items without any warranty or representation of any kind, except as expressly set forth in Section 2.1 of that certain Contribution Agreement dated as of , 200 , by and among Assignor, Federal/Lion Venture LP, a Delaware limited partnership (the “Partnership”), Federal Realty Investment Trust, a Maryland real estate investment trust (“Federal”), and CLPF-Federal, L.P., a Delaware limited partnership, and otherwise on the terms and conditions set forth herein. Assignee hereby assumes and agrees to be bound fulfill, perform and discharge all the various liabilities, duties, covenants, obligations and agreements under or with respect to the Leases and Security Deposits accruing from and after the date hereof (collectively, “Assignee Obligations”). Assignor does hereby agree to defend, indemnify and hold harmless Assignee, its successors and assigns, from and against any and all liabilities, damages, causes of action, expenses, reasonable attorneys’ fees, claims and losses incurred or suffered by Assignee by reason of the failure of Assignor to fulfill, perform and to perform discharge each and all of the termsvarious liabilities, provisionsduties, covenants, conditions obligations and agreements to be performed by Tenant pursuant under or with respect to the LeaseLeases and Security Deposits accruing prior to the date hereof. Assignee specifically agrees does hereby agree to defend, indemnify and understands hold harmless Assignor, its successors and assigns, from and against any and all liabilities, damages, causes of action, expenses, reasonable attorneys’ fees, claims and losses incurred or suffered by Assignor by reason of the failure of Assignee to fulfill, perform and discharge each and all of the various liabilities, duties, covenants, obligations and agreements under or with respect to the Leases and Security Deposits accruing from and after the date hereof, except to the extent that Assignor, Federal or any of their affiliates (excluding Assignee and the Lease does make provisionPartnership) are liable or responsible for any such liabilities, among other thingsdamages, for the following: (a) That Tenant's trade name shall be "UWINK MEDIA BISTRO" and shall remain causes of action, expenses, reasonable attorneys’ fees, claims, and/or losses as such unless changed with the authorization and prior approval of Landlord. (b) That the Lease provides a use clause limiting the use of Tenant shall only use the Premises for the operation result of a full service breach by any such parties under any agreement (sit-downincluding, without limitation, the limited partnership agreement of the Partnership and any management agreement) restaurantbetween any such Person, including on the sale of alcoholic beverages for on-Premises consumption only (provided Tenant complies with applicable laws and regulationsone hand, and obtains and maintains in effect Assignee, the necessary licenses and additional insurance as may be required pursuant to this Lease for Partnership or any of the sale and serving partners of said alcoholic beveragesthe Partnership (or any of their respective Affiliates), with categories of food and alcoholic, and non-alcoholic beverage items offered on the menu substantially in the form as attached hereto as Exhibit "E;" and as ancillary thereto, Tenant may offer take-out service for menu items. As incidental thereto Tenant may also sell bottles of wine featured to customers (provided Tenant complies with applicable laws and regulations, and obtains and maintains in effect the necessary licenses and additional insurance as may be required pursuant to this Lease for the sale and serving of said alcoholic beverages). The Premises shall be used solely for the use stated above and for no other use or purpose, and for no other use or purposehand. (c) That the Lease provides for the payment of Minimum Annual Rental, Percentage Rental and Additional Rent charges as set forth in the Lease. (d) That the Lease expires on January 31, 2016 and does not provide for an option to renew the Term of the Lease.

Acceptance and Assumption. In consideration of the foregoing assignment and in further consideration of the execution by Landlord of its consent to the herein described assignment, The Assignee hereby accepts the foregoing Assignment of Leasehold Interest and assumes any and all liabilities and/or obligations of Tenant under the Office Lease and attributable to the use and/or occupancy on and after September 5, 2000 of the office space which is the subject of the Office Lease it being specifically understood and agreed that the Assignee shall be and become together with the Assignor liable to the Landlord for any and all liabilities and/or obligations of Tenant under the Office Lease and attributable to the use and/or occupancy on and after September 5, 2000 of the office space which is the subject of the Office Lease. Total Logistic Control, Inc. By ------------------------------------ Its Hereunto duly authorized CONSENT AND AGREEMENT Facility Holdings Corp. (hereinafter referred to as the "Guarantor") hereby assumes consents to the foregoing Assignment of Leasehold Interest and acknowledges and agrees that, notwithstanding the foregoing Assignment of Leasehold Interest, the foregoing Assignment of Leasehold Interest shall in no way negate, reduce or otherwise impair any of the liabilities and/or obligations of the Guarantor under a Guaranty of Lease dated as of January 15, 2000 issued by the Guarantor to the Landlord and the Guarantor shall be bound by and remain liable to perform each the Landlord for any and all liabilities and/or obligations of the terms, provisions, covenants, conditions and agreements to be performed by Tenant pursuant to Guarantor under the Lease. Assignee specifically agrees and understands that the Lease does make provision, among other things, for the following: (a) That Tenant's trade name shall be "UWINK MEDIA BISTRO" and shall remain as such unless changed with the authorization and prior approval aforesaid Guaranty of Landlord. (b) That the Lease provides a use clause limiting the use of Tenant shall only use the Premises for the operation of a full service (sit-down) restaurant, including the sale of alcoholic beverages for on-Premises consumption only (provided Tenant complies with applicable laws and regulations, and obtains and maintains in effect the necessary licenses and additional insurance as may be required pursuant to this Lease for the sale and serving of said alcoholic beverages), with categories of food and alcoholic, and non-alcoholic beverage items offered on the menu substantially in the form as attached hereto as Exhibit "E;" and as ancillary thereto, Tenant may offer take-out service for menu items. As incidental thereto Tenant may also sell bottles of wine featured to customers (provided Tenant complies with applicable laws and regulations, and obtains and maintains in effect the necessary licenses and additional insurance as may be required pursuant to this Lease for the sale and serving of said alcoholic beverages). The Premises shall be used solely for the use stated above and for no other use or purpose, and for no other use or purpose. (c) That the Lease provides for the payment of Minimum Annual Rental, Percentage Rental and Additional Rent charges as set forth in the Lease. (d) That the Lease expires on January 31, 2016 and does not provide for an option to renew the Term of the Lease.