Common use of Acceptance and Assumption Clause in Contracts

Acceptance and Assumption. 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 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 and remain liable to the Landlord for any and all liabilities and/or obligations of the Guarantor under the aforesaid Guaranty of Lease.

Acceptance and Assumption. The 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 of Leasehold Interest and hereby assumes any and agrees to be bound by and to perform each and all liabilities and/or obligations 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 under shall only use the Office 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 attributable 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 and/or occupancy 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 after September 5, 2000 does not provide for an option to renew the Term 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 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 and remain liable to the Landlord for any and all liabilities and/or obligations of the Guarantor under the aforesaid Guaranty of Lease.

Acceptance and Assumption. The Assignee hereby accepts the foregoing Assignment grants and assignments of Leasehold Interest 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 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 and/or 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 discharge each and all of the various liabilities, duties, covenants, obligations of Tenant and agreements under the Office Lease and attributable or with respect to the use and/or occupancy on Warranties, Permits, Personal Property, Trade Names, Books and after September 5, 2000 of the office space which is the subject of the Office Lease it being specifically understood Records and agreed that the Assignee shall be and become together with the Assignor liable Contracts accruing prior to the Landlord for date hereof. Assignee does hereby agree to defend, indemnify and hold harmless Assignor, its successors and assigns, from and against any and all liabilities and/or 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 of Tenant and agreements under the Office Lease and attributable or with respect to the use and/or occupancy on Warranties, Permits, Personal Property, Trade Names, Books and Records and Contracts accruing from and after September 5the date hereof, 2000 except to the extent that Assignor, Federal or any of their affiliates (excluding Assignee and the Partnership) are liable or responsible for any such liabilities, damages, causes of action, expenses, reasonable attorneys’ fees, claims, and/or losses as a result of a breach by any such parties under any agreement (including, without limitation, the limited partnership agreement of the office space which is Partnership and any management agreement) between any such Person, on the subject of the Office Lease. Total Logistic Controlone hand, Inc. By ------------------------------------ Its Hereunto duly authorized CONSENT AND AGREEMENT Facility Holdings Corp. (hereinafter referred to as the "Guarantor") hereby consents to the foregoing Assignment of Leasehold Interest and acknowledges and agrees that, notwithstanding the foregoing Assignment of Leasehold InterestAssignee, the foregoing Assignment of Leasehold Interest shall in no way negate, reduce Partnership or otherwise impair any of the liabilities and/or obligations partners of the Guarantor under a Guaranty Partnership (or any of Lease dated as of January 15their respective Affiliates), 2000 issued by on the Guarantor to the Landlord and the Guarantor shall be and remain liable to the Landlord for any and all liabilities and/or obligations of the Guarantor under the aforesaid Guaranty of Leaseother hand.

Acceptance and Assumption. The Assignee Purchaser, from and after the ------------------------- Effective Date, hereby accepts from Chevy Chase and CCBH and acknowledges transfer of all the foregoing Assignment of Leasehold Interest Assigned Assets. Purchaser, from and after the Effective Date, hereby accepts and assumes any 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 Purchaser for the purposes of Sections 7.04, 9.01 and 9.02 of the Agreement, and Purchaser, from and after the Effective Date, hereby agrees and acknowledges, for the benefit of the Trustee and all liabilities and/or of the Certificateholders, that Purchaser hereby assumes all of the liabilities, duties and obligations under and assumes and agrees to perform each and every covenant and obligation of Tenant under the Office Lease Seller and attributable of the Servicer, of the Holder of the Seller Certificate and the Seller's Interest, of the Cash Collateral Depositors and of Chevy Chase or CCBH in their individual capacity contained in the Agreement, including but not limited 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 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 Seller to transfer the Guarantor Receivables and the proceeds thereof to the Landlord Trust, in each case only from and after the Guarantor shall be Effective Date. Purchaser, from and remain liable to after the Landlord for any Effective Date, hereby expressly assumes the rights and all liabilities and/or liabilities, duties and obligations of the Guarantor Servicer under the aforesaid Guaranty Custodial Agreements, as described in Section 8.09 of Leasethe 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 Purchaser), and thereafter the Purchaser will be responsible for preparing and providing all such reports.

Acceptance and Assumption. The Assignee Purchaser, from and after the ------------------------- Effective Date, hereby accepts from Chevy Chase and CCBH and acknowledges the foregoing Assignment transfer of Leasehold Interest all the Assigned Assets. Purchaser, from and after the Effective Date, hereby accepts and assumes any 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 Purchaser for purposes of Sections 7.04, 9.01 and 9.02 of the Agreement, and Purchaser hereby agrees and acknowledges, for the benefit of the Trustee and all liabilities and/or of the Certificateholders, that Purchaser hereby assumes all of the liabilities, duties and obligations under and assumes and agrees to perform each and every covenant and obligation of Tenant under the Office Lease Transferors and attributable the Holder of the Bank Certificate and the Transferors' Interest, of the Cash Collateral Depositors and Spread Account Residual Interest Holders, of Chevy Chase and CCBH in their individual capacities and of the Servicer contained in the Agreement, including but not limited 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 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 Transferors to transfer the Guarantor Receivables and the proceeds thereof to the Landlord Trust, in each case only from and after the Guarantor shall be Effective Date. Purchaser, from and remain liable to after the Landlord for any Effective Date, hereby expressly assumes the rights and all liabilities and/or liabilities, duties and obligations of the Guarantor Servicer under the aforesaid Guaranty Custodial Agreements as described in Section 8.09 of Leasethe 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 Purchaser), and thereafter the Purchaser will be responsible for preparing and providing all such reports.

Acceptance and Assumption. The Assignee hereby accepts the foregoing Assignment assignment of Leasehold Interest 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 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 and/or 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 discharge each and all of the various liabilities, duties, covenants, obligations of Tenant and agreements under the Office Lease and attributable or with respect to the use and/or occupancy on Leases 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 Security Deposits accruing prior to the Landlord for date hereof. Assignee does hereby agree to defend, indemnify and hold harmless Assignor, its successors and assigns, from and against any and all liabilities and/or 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 of Tenant and agreements under the Office Lease and attributable or with respect to the use and/or occupancy on Leases and Security Deposits accruing from and after September 5the date hereof, 2000 except to the extent that Assignor, Federal or any of their affiliates (excluding Assignee and the Partnership) are liable or responsible for any such liabilities, damages, causes of action, expenses, reasonable attorneys’ fees, claims, and/or losses as a result of a breach by any such parties under any agreement (including, without limitation, the limited partnership agreement of the office space which is Partnership and any management agreement) between any such Person, on the subject of the Office Lease. Total Logistic Controlone hand, Inc. By ------------------------------------ Its Hereunto duly authorized CONSENT AND AGREEMENT Facility Holdings Corp. (hereinafter referred to as the "Guarantor") hereby consents to the foregoing Assignment of Leasehold Interest and acknowledges and agrees that, notwithstanding the foregoing Assignment of Leasehold InterestAssignee, the foregoing Assignment of Leasehold Interest shall in no way negate, reduce Partnership or otherwise impair any of the liabilities and/or obligations partners of the Guarantor under a Guaranty Partnership (or any of Lease dated as of January 15their respective Affiliates), 2000 issued by on the Guarantor to the Landlord and the Guarantor shall be and remain liable to the Landlord for any and all liabilities and/or obligations of the Guarantor under the aforesaid Guaranty of Leaseother hand.

Acceptance and Assumption. The Assignee hereby accepts the foregoing Assignment grants and assignments of Leasehold Interest the Leases, Contracts, Personal Property and assumes 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 all liabilities and/or obligations of Tenant under otherwise on the Office Lease terms and attributable to the use and/or occupancy on conditions set forth herein. From and after September 5the date hereof, 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 consents to the foregoing Assignment of Leasehold Interest and acknowledges assumes and agrees thatto fulfill, notwithstanding perform and discharge all the foregoing Assignment of Leasehold Interestvarious liabilities, the foregoing Assignment of Leasehold Interest shall in no way negateduties, reduce covenants, obligations and agreements under or otherwise impair with respect to any of the liabilities and/or 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 Guarantor under a Guaranty Leases, Contracts, Personal Property and Intangibles (collectively, “Assignor Obligations”) arising prior to the date hereof. Each of Lease dated as of January 15, 2000 issued Assignor and Assignee hereby agrees to defend (through counsel reasonably approved by the Guarantor to other), indemnify and hold the Landlord other harmless from and the Guarantor shall be against all claims, liabilities and remain liable to the Landlord for damages arising from its breach of any and all liabilities and/or obligations of the Guarantor under provisions of this Section 2. This Section 2 shall survive the aforesaid Guaranty execution and delivery of Leasethis Assignment.