Common use of RELATIONS WITH SPONSOR Clause in Contracts

RELATIONS WITH SPONSOR. Borrower recognizes and acknowledges that the Bank has made the Loan Commitment available to Borrower hereunder at the behest of, as an accommodation to, and based upon the credit support of, Sponsor. Accordingly, Borrower agrees that from time to time the Bank may release to Sponsor such information about Borrower and the Loan as Sponsor may request, and the Bank may condition its agreement to any waiver, modification or amendment on the prior written consent of Sponsor. Borrower further agrees that upon the occurrence of an Event of Default hereunder, the Bank may notify Sponsor of such Event of Default prior to notifying Borrower thereof, and the Bank shall not be liable to Borrower for failure to give simultaneous notice to Borrower. Borrower further agrees that the Bank shall not be liable to Borrower as a result of any information or document obtained by Bank regarding Borrower which is shared by Bank with Sponsor or any action taken under the Loan Documents based upon instructions from the Sponsor. In addition, the Borrower acknowledges and agrees that to the extent that the Sponsor makes any payments to the Bank as a result of the credit support that Sponsor has provided to the Bank with respect to the Borrower, the Sponsor will be subrogated to the rights of the Bank pursuant to this Agreement and all related Loan Documents and may exercise and enforce in its own right the rights and remedies of the Bank hereunder and thereunder to the fullest extent provided by law or at equity or by the terms of the Agreement and related Loan Documents. WITNESS the hand and seal of the parties hereto on the date first above written. Accepted in Charlotte, North Carolina: BORROWER: By: __________________________ Title:__________________________ Attest: ________________________ Secretary [CORPORATE SEAL] BANK: BANK OF AMERICA, N.A. By: ___________________________ Title: __________________________ EXHIBIT A MASTER NOTE [date] [$] Charlotte, North Carolina FOR VALUE RECEIVED, the undersigned, _____________, a ______________________, (the “Borrower”), promises to pay to the order of BANK OF AMERICA, N.A., a national banking association (the “Bank”) at Bank’s principal office in Charlotte, North Carolina, or at such other place as the holder hereof may designate by notice if in writing to Borrower, in immediately available funds in lawful money of the United States of America, on the Maturity Date, as set forth in that certain Line of Credit Agreement, dated as of even date herewith (the “Agreement”) by and between the Borrower and Bank, the lesser of (i) principal sum of [FIFTY THOUSAND to THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($50,000 to $3,500,000.00)], or (ii) so much thereof as shall have been from time to time disbursed hereunder in accordance with the Agreement and not theretofore repaid, as shown on the grid schedule attached hereto (the “Grid Schedule”). In addition to principal, Borrower agrees to pay interest on the principal amounts disbursed hereunder from time to time from the date of each disbursement until paid at such rates of interest per annum and upon such dates as provided for in the Agreement. Interest shall accrue on the outstanding principal balance from the date hereof up to and through the date on which all principal and interest hereunder is paid in full, and shall be computed on the basis of the actual number of days elapsed in a 365-day year. Such interest is to be paid to Bank at its address set forth above. Any principal amount due under this Note that is not paid on the due date therefor whether on the Maturity Date, or resulting from the acceleration of maturity upon the occurrence of an Event of Default (as defined in the Agreement), shall bear interest from the date due until payment in full at the Default Rate, as such term is defined in the Agreement. This Master Note (“Note”) evidences a loan incurred pursuant to the terms and conditions of the Agreement to which reference is hereby made for a full and complete description of such terms and conditions, including, without limitation, provisions for the acceleration of the maturity hereof upon the existence or occurrence of certain conditions or events, and the terms of any permitted prepayments hereof. All capitalized terms used in this Note shall have the same meanings as set forth in the Agreement. Upon the existence or occurrence of any Event of Default, the principal and all accrued interest hereof shall automatically become, or may be declared, due and payable in the manner and with the effect provided in the Agreement. Bank shall at all times have a right of set-off against any deposit balances of Borrower in the possession of the Bank and the Bank may apply the same against payment of this Note or any other indebtedness of Borrower to the Bank. The payment of any indebtedness evidenced by this Note prior to the Maturity Date shall not affect the enforceability of this Note as to any future, different or other indebtedness incurred hereunder by the Borrower. In the event the indebtedness evidenced by this Note is collected by legal action or through an attorney-at-law, the Bank shall be entitled to recover from Borrower all costs of collection, including, without limitation, reasonable attorneys’ fees if collected by or through an attorney-at-law. Borrower acknowledges that the actual crediting of the amount of any disbursement under the Agreement to an account of Borrower or recording such amount in the Grid Schedule shall, in the absence of manifest error, constitute presumptive evidence of such disbursement and that such Advance was made and borrowed under the Agreement. Such account records or Grid Schedule shall constitute, in the absence of manifest error, presumptive evidence of principal amounts outstanding and the payments made under the Agreement at any time and from time to time, provided that the failure of Bank to record on the Grid Schedule or in such account the type or amount of any Advance shall not affect the obligation of the a undersigned to repay such amount actually advanced together with interest thereon in accordance with this Note and the Agreement. Failure or forbearance of Bank to exercise any right hereunder, or otherwise granted by the Agreement or by law, shall not affect or release the liability of Borrower hereunder, and shall not constitute a waiver of such right unless so stated by Bank in writing. THIS NOTE SHALL BE REDEEMED TO BE MADE UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF GEORGIA (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF). Time is of the essence of this Note. PRESENTMENT FOR PAYMENT, NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED. Executed under hand and seal of the Borrower as of the day and year first above [NAME OF BORROWER] By: __________________________ Name: ________________________ Title:_________________________ Attest:______________________ Name: ______________________ Title:_______________________ [CORPORATE SEAL] GRID SCHEDULE ADVANCES Date Amount of Advance Amount of Advance Repaid Unpaid Principal Bearing Interest at the Above- Notation Reference Rate Made By $________ $___________ $_________________ EXHIBIT B Bank of America, N.A. Ruby Tuesday, Inc. Franchisee Loan Program REQUEST FOR ADVANCE Bank of America, N.A Attention: Commerical Agency Management [Date] Mailcode IL1-231-08-30 000 Xxxxx Xx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Facisimile: (000) 000-0000 Re: Name of Borrower ________________________ Closing Date: ________________________ Requested Advance: ________________________ Ladies and Gentlemen: The above-referenced Borrower hereby requests an Advance in the amount of $________________ pursuant to the Line of Credit Agreement and Promissory Note dated as of the date set forth above, such Advance to be made on ___________________. The Borrower hereby directs the Bank to fund such Advance in accordance with the following wiring instructions: Name of Bank: ________________________ City, State: ________________________ ABA No. ________________________ Account No. _______________________ Account Name: _______________________ The Borrower represents and warrants to the Bank that no Event of Default exists pursuant to the Line of Credit Agreement and Promissory Note referenced above and that all representations and warranties set forth in said Line of Credit Agreement arc true and correct on the date hereof. [Name of Borrower] By: ______________________ Title: _____________________

RELATIONS WITH SPONSOR. Borrower recognizes and acknowledges that the Bank has made the Loan Commitment available to Borrower hereunder at the behest of, as an accommodation to, and based upon the credit support of, Sponsor. Accordingly, Borrower agrees that from time to time the Bank may release to Sponsor such information about Borrower and the Loan as Sponsor may request, and the Bank may condition its agreement to any waiver, modification or amendment on the prior written consent of Sponsor. Borrower further agrees that upon the occurrence of an Event of Default hereunder, the Bank may notify Sponsor of such Event of Default prior to notifying Borrower thereof, and the Bank shall not be liable to Borrower for failure to give simultaneous notice to Borrower. Borrower further agrees that the Bank shall not be liable to Borrower as a result of any information or document obtained by Bank regarding Borrower which is shared by Bank with Sponsor or any action taken under the Loan Documents based upon instructions from the Sponsor. In addition, the Borrower acknowledges and agrees that to the extent that the Sponsor makes any payments to the Bank as a result of the credit support that Sponsor has provided to the Bank with respect to the Borrower, the Sponsor will be subrogated to the rights of the Bank pursuant to this Agreement and all related Loan Documents and may exercise and enforce in its own right the rights and remedies of the Bank hereunder and thereunder to the fullest extent provided by law or at equity or by the terms of the Agreement and related Loan Documents. WITNESS the hand and seal of the parties hereto on the date first above written. Accepted in CharlotteAtlanta, North CarolinaGeorgia: ---------------------------- BORROWER: By: __________________________ ----------------------------------------- Title:__________________________ : ----------------------------------- Attest: ________________________ ------------------------------------- Secretary [CORPORATE SEAL] BANK: BANK OF AMERICA, N.A. By: ___________________________ Title: __________________________ EXHIBIT A MASTER NOTE [date] [$] Charlotte, North Carolina FOR VALUE RECEIVED, the undersigned, _____________, a ______________________, (the “Borrower”), promises to pay to the order of BANK OF AMERICA, N.A., a national banking association (the “Bank”) at Bank’s principal office in Charlotte, North Carolina, or at such other place as the holder hereof may designate by notice if in writing to Borrower, in immediately available funds in lawful money of the United States of America, on the Maturity Date, as set forth in that certain Line of Credit Agreement, dated as of even date herewith (the “Agreement”) by and between the Borrower and Bank, the lesser of (i) principal sum of [FIFTY THOUSAND to THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($50,000 to $3,500,000.00)], or (ii) so much thereof as shall have been from time to time disbursed hereunder in accordance with the Agreement and not theretofore repaid, as shown on the grid schedule attached hereto (the “Grid Schedule”). In addition to principal, Borrower agrees to pay interest on the principal amounts disbursed hereunder from time to time from the date of each disbursement until paid at such rates of interest per annum and upon such dates as provided for in the Agreement. Interest shall accrue on the outstanding principal balance from the date hereof up to and through the date on which all principal and interest hereunder is paid in full, and shall be computed on the basis of the actual number of days elapsed in a 365-day year. Such interest is to be paid to Bank at its address set forth above. Any principal amount due under this Note that is not paid on the due date therefor whether on the Maturity Date, or resulting from the acceleration of maturity upon the occurrence of an Event of Default (as defined in the Agreement), shall bear interest from the date due until payment in full at the Default Rate, as such term is defined in the Agreement. This Master Note (“Note”) evidences a loan incurred pursuant to the terms and conditions of the Agreement to which reference is hereby made for a full and complete description of such terms and conditions, including, without limitation, provisions for the acceleration of the maturity hereof upon the existence or occurrence of certain conditions or events, and the terms of any permitted prepayments hereof. All capitalized terms used in this Note shall have the same meanings as set forth in the Agreement. Upon the existence or occurrence of any Event of Default, the principal and all accrued interest hereof shall automatically become, or may be declared, due and payable in the manner and with the effect provided in the Agreement. Bank shall at all times have a right of set-off against any deposit balances of Borrower in the possession of the Bank and the Bank may apply the same against payment of this Note or any other indebtedness of Borrower to the Bank. The payment of any indebtedness evidenced by this Note prior to the Maturity Date shall not affect the enforceability of this Note as to any future, different or other indebtedness incurred hereunder by the Borrower. In the event the indebtedness evidenced by this Note is collected by legal action or through an attorney-at-law, the Bank shall be entitled to recover from Borrower all costs of collection, including, without limitation, reasonable attorneys’ fees if collected by or through an attorney-at-law. Borrower acknowledges that the actual crediting of the amount of any disbursement under the Agreement to an account of Borrower or recording such amount in the Grid Schedule shall, in the absence of manifest error, constitute presumptive evidence of such disbursement and that such Advance was made and borrowed under the Agreement. Such account records or Grid Schedule shall constitute, in the absence of manifest error, presumptive evidence of principal amounts outstanding and the payments made under the Agreement at any time and from time to time, provided that the failure of Bank to record on the Grid Schedule or in such account the type or amount of any Advance shall not affect the obligation of the a undersigned to repay such amount actually advanced together with interest thereon in accordance with this Note and the Agreement. Failure or forbearance of Bank to exercise any right hereunder, or otherwise granted by the Agreement or by law, shall not affect or release the liability of Borrower hereunder, and shall not constitute a waiver of such right unless so stated by Bank in writing. THIS NOTE SHALL BE REDEEMED TO BE MADE UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF GEORGIA (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF). Time is of the essence of this Note. PRESENTMENT FOR PAYMENT, NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED. Executed under hand and seal of the Borrower as of the day and year first above [NAME OF BORROWER] By: __________________________ Name: ________________________ Title:_________________________ Attest:______________________ Name: ______________________ Title:_______________________ [CORPORATE SEAL] GRID SCHEDULE ADVANCES Date Amount of Advance Amount of Advance Repaid Unpaid Principal Bearing Interest at the Above- Notation Reference Rate Made By $________ $___________ $_________________ EXHIBIT B Bank of America, N.A. Ruby Tuesday, Inc. Franchisee Loan Program REQUEST FOR ADVANCE Bank of America, N.A Attention: Commerical Agency Management [Date] Mailcode IL1-231-08-30 000 Xxxxx Xx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Facisimile: (000) 000-0000 Re: Name of Borrower ________________________ Closing Date: ________________________ Requested Advance: ________________________ Ladies and Gentlemen: The above-referenced Borrower hereby requests an Advance in the amount of $________________ pursuant to the Line of Credit Agreement and Promissory Note dated as of the date set forth above, such Advance to be made on ___________________. The Borrower hereby directs the Bank to fund such Advance in accordance with the following wiring instructions: Name of Bank: ________________________ City, State: ________________________ ABA No. ________________________ Account No. _______________________ Account Name: _______________________ The Borrower represents and warrants to the Bank that no Event of Default exists pursuant to the Line of Credit Agreement and Promissory Note referenced above and that all representations and warranties set forth in said Line of Credit Agreement arc true and correct on the date hereof. [Name of Borrower] By: ______________________ Title: _____________________

RELATIONS WITH SPONSOR. Borrower recognizes and acknowledges that the Bank has made the Loan Commitment available to Borrower hereunder at the behest of, as an accommodation to, and based upon the credit support of, Sponsor. Accordingly, Borrower agrees that from time to time the Bank may release to Sponsor such information about Borrower and the Loan as Sponsor may request, and the Bank may condition its agreement to any waiver, modification or amendment on the prior written consent of Sponsor. Borrower further agrees that upon the occurrence of an Event of Default hereunder, the Bank may notify Sponsor of such Event of Default prior to notifying Borrower thereof, and the Bank shall not be liable to Borrower for failure to give simultaneous notice to Borrower. Borrower further agrees that the Bank shall not be liable to Borrower as a result of any information or document obtained by Bank regarding Borrower which is shared by Bank with Sponsor or any action taken under the Loan Documents based upon instructions from the Sponsor. In addition, the Borrower acknowledges and agrees that to the extent that the Sponsor makes any payments to the Bank as a result of the credit support that Sponsor has provided to the Bank with respect to the Borrower, the Sponsor will be subrogated to the rights of the Bank pursuant to this Agreement and all related Loan Documents and may exercise and enforce in its own right the rights and remedies of the Bank hereunder and thereunder to the fullest extent provided by law or at equity or by the terms of the Agreement and related Loan Documents. WITNESS the hand and seal of the parties hereto on the date first above written. Accepted in CharlotteAtlanta, North CarolinaGeorgia: BORROWER: By: __________________________ Title:__________________________ : Attest: ________________________ Secretary [CORPORATE SEAL] BANK: SUNTRUST BANK OF AMERICA, N.A. By: ___________________________ Title: __________________________ EXHIBIT A MASTER NOTE [date] [$] CharlotteAtlanta, North Carolina Georgia FOR VALUE RECEIVED, the undersigned, ____________________, a ______________________, ____ (the “"Borrower”"), promises to pay to the order of BANK OF AMERICA, N.A.SUNTRUST BANK, a national Georgia banking association corporation (the “"Bank”") at Bank’s 's principal office in CharlotteAtlanta, North CarolinaGeorgia, or at such other place as the holder hereof may designate by notice if in writing to Borrower, in immediately available funds in lawful money of the United States of America, on the Maturity Date, as set forth in that certain Line of Credit Agreement, dated as of even date herewith (the “"Agreement”") by and between the Borrower and Bank, the lesser of (i) principal sum of [FIFTY THOUSAND to THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($50,000 to $3,500,000.00)], or (ii) so much thereof as shall have been from time to time disbursed hereunder in accordance with the Agreement and not theretofore repaid, as shown on the grid schedule attached hereto (the “"Grid Schedule”"). In addition to principal, Borrower agrees to pay interest on the principal amounts disbursed hereunder from time to time from the date of each disbursement until paid at such rates of interest per annum and upon such dates as provided for in the Agreement. Interest shall accrue on the outstanding principal balance from the date hereof up to and through the date on which all principal and interest hereunder is paid in full, and shall be computed on the basis of the actual number of days elapsed in a 365-day year. Such interest is to be paid to Bank at its address set forth above. Any principal amount due under this Note that is not paid on the due date therefor whether on the Maturity Date, or resulting from the acceleration of maturity upon the occurrence of an Event of Default (as defined in the Agreement), shall bear interest from the date due until payment in full at the Default Rate, as such term is defined in the Agreement. This Master Note (“"Note”") evidences a loan incurred pursuant to the terms and conditions of the Agreement to which reference is hereby made for a full and complete description of such terms and conditions, including, without limitation, provisions for the acceleration of the maturity hereof upon the existence or occurrence of certain conditions or events, and the terms of any permitted prepayments hereof. All capitalized terms used in this Note shall have the same meanings as set forth in the Agreement. Upon the existence or occurrence of any Event of Default, the principal and all accrued interest hereof shall automatically become, or may be declared, due and payable in the manner and with the effect provided in the Agreement. Bank shall at all times have a right of set-off against any deposit balances of Borrower in the possession of the Bank and the Bank may apply the same against payment of this Note or any other indebtedness of Borrower to the Bank. The payment of any indebtedness evidenced by this Note prior to the Maturity Date shall not affect the enforceability of this Note as to any future, different or other indebtedness incurred hereunder by the Borrower. In the event the indebtedness evidenced by this Note is collected by legal action or through an attorney-at-law, the Bank shall be entitled to recover from Borrower all costs of collection, including, without limitation, reasonable attorneys’ ' fees if collected by or through an attorney-at-law. Borrower acknowledges that the actual crediting of the amount of any disbursement under the Agreement to an account of Borrower or recording such amount in the Grid Schedule shall, in the absence of manifest error, constitute presumptive evidence of such disbursement and that such Advance was made and borrowed under the Agreement. Such account records or Grid Schedule shall constitute, in the absence of manifest error, presumptive evidence of principal amounts outstanding and the payments made under the Agreement at any time and from time to time, provided that the failure of Bank to record on the Grid Schedule or in such account the type or amount of any Advance shall not affect the obligation of the a undersigned to repay such amount actually advanced together with interest thereon in accordance with this Note and the Agreement. Failure or forbearance of Bank to exercise any right hereunder, or otherwise granted by the Agreement or by law, shall not affect or release the liability of Borrower hereunder, and shall not constitute a waiver of such right unless so stated by Bank in writing. THIS NOTE SHALL BE REDEEMED DEEMED TO BE MADE UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF GEORGIA (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF). Time is of the essence of this Note. PRESENTMENT FOR PAYMENT, NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED. Executed under hand and seal of the Borrower as of the day and year first above written. [NAME OF BORROWER] By: __:________________________ Name: ________________________ Title:_________________________ : Attest:______________________ Name: ______________________ Title:_______________________ : [CORPORATE SEAL] GRID SCHEDULE ADVANCES Date Amount of Advance Amount of Advance Repaid Unpaid Principal Bearing Interest Amount of Amount of at the Above- Notation Date Advance Advance Repaid Reference Rate Made By $________ ---------- $___________ ---------- $_________________ ---------- EXHIBIT B SunTrust Bank of America, N.A. Ruby Tuesday, Inc. Franchisee Loan Program REQUEST FOR ADVANCE SunTrust Bank of America000 Xxxxxxxxx Xxxxxx, N.A Attention: Commerical Agency Management X.X. [Date] Mailcode IL1-231-08-30 000 Xxxxx Xx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx 00000 FacisimileAttn: (000) 000-0000 Strategic Partners Center 1923 Re: Name of Borrower Borrower: _________________________ Closing Date: _________________________ Requested Advance: _________________________ Ladies and Gentlemen: The above-referenced Borrower hereby requests an Advance in the amount of $________________________ pursuant to the Line of Credit Agreement and Promissory Note dated as of the date set forth above, such Advance to be made on _____________________. The Borrower hereby directs the Bank to fund such Advance in accordance with the following wiring instructions: Name of Bank: _________________________ City, State: _________________________ ABA No. _________________________ Account No. _________________________ Account Name: :________________________ The Borrower represents and warrants to the Bank that no Event of Default exists pursuant to the Line of Credit Agreement and Promissory Note referenced above and that all representations and warranties set forth in said Line of Credit Agreement arc are true and correct on the date hereof. [Name of Borrower] By: :________________________ Title: :_______________________] Fax to Xxxxx Xxxxxx at (000) 000-0000 and to Ruby Tuesday, Inc. at _____________

RELATIONS WITH SPONSOR. Borrower recognizes and acknowledges that the Bank has made the Loan Commitment available to Borrower hereunder at the behest of, as an accommodation to, and based upon the credit support of, Sponsor. Accordingly, Borrower agrees that from time to time the Bank may release to Sponsor such information about Borrower and the Loan as Sponsor may request, and the Bank may condition its agreement to any waiver, modification or amendment on the prior written consent of Sponsor. Borrower further agrees that upon the occurrence of an Event of Default hereunder, the Bank may notify Sponsor of such Event of Default prior to notifying Borrower thereof, and the Bank shall not be liable to Borrower for failure to give simultaneous notice to Borrower. Borrower further agrees that the Bank shall not be liable to Borrower as a result of any information or document obtained by Bank regarding Borrower which is shared by Bank with Sponsor or any action taken under the Loan Documents based upon instructions from the Sponsor. In addition, the Borrower acknowledges and agrees that to the extent that the Sponsor makes any payments to the Bank as a result of the credit support that Sponsor has provided to the Bank with respect to the Borrower, the Sponsor will be subrogated to the rights of the Bank pursuant to this Agreement and all related Loan Documents and may exercise and enforce in its own right the rights and remedies of the Bank hereunder and thereunder to the fullest extent provided by law or at equity or by the terms of the Agreement and related Loan Documents. WITNESS the hand and seal of the parties hereto on the date first above written. Accepted in CharlotteAtlanta, North CarolinaGeorgia: BORROWER: By: __________________________ Title:__________________________ : Attest: ________________________ Secretary [CORPORATE SEAL] BANK: SUNTRUST BANK OF AMERICA, N.A. By: ___________________________ Title: __________________________ EXHIBIT A MASTER NOTE [date] [$] CharlotteAtlanta, North Carolina Georgia FOR VALUE RECEIVED, the undersigned, _____________, a [Delaware limited liability company] [a ______________________, _ limited partnership] (the “"Borrower”"), promises to pay to the order of BANK OF AMERICA, N.A.SUNTRUST BANK, a national Georgia banking association corporation (the “"Bank”") at Bank’s 's principal office in CharlotteAtlanta, North CarolinaGeorgia, or at such other place as the holder hereof may designate by notice if in writing to Borrower, in immediately available funds in lawful money of the United States of America, on the Maturity Date, as set forth in that certain Line of Credit Agreement, dated as of even date herewith (the “"Agreement”") by and between the Borrower and Bank, the lesser of (i) principal sum of [TWO HUNDRED FIFTY THOUSAND MILLION to THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($50,000 250,000 to $3,500,000.00)], or (ii) so much thereof as shall have been from time to time disbursed hereunder in accordance with the Agreement and not theretofore repaid, as shown on the grid schedule attached hereto (the “"Grid Schedule”"). In addition to principal, Borrower agrees to pay interest on the principal amounts disbursed hereunder from time to time from the date of each disbursement until paid at such rates of interest per annum and upon such dates as provided for in the Agreement. Interest shall accrue on the outstanding principal balance from the date hereof up to and through the date on which all principal and interest hereunder is paid in full, and shall be computed on the basis of the actual number of days elapsed in a 365-day year. Such interest is to be paid to Bank at its address set forth above. Any principal amount due under this Note that is not paid on the due date therefor whether on the Maturity Date, or resulting from the acceleration of maturity upon the occurrence of an Event of Default (as defined in the Agreement), shall bear interest from the date due until payment in full at the Default Rate, as such term is defined in the Agreement. This Master Note (“"Note”") evidences a loan incurred pursuant to the terms and conditions of the Agreement to which reference is hereby made for a full and complete description of such terms and conditions, including, without limitation, provisions for the acceleration of the maturity hereof upon the existence or occurrence of certain conditions or events, and the terms of any permitted prepayments hereof. All capitalized terms used in this Note shall have the same meanings as set forth in the Agreement. Upon the existence or occurrence of any Event of Default, the principal and all accrued interest hereof shall automatically become, or may be declared, due and payable in the manner and with the effect provided in the Agreement. Bank shall at all times have a right of set-off against any deposit balances of Borrower in the possession of the Bank and the Bank may apply the same against payment of this Note or any other indebtedness of Borrower to the Bank. The payment of any indebtedness evidenced by this Note prior to the Maturity Date shall not affect the enforceability of this Note as to any future, different or other indebtedness incurred hereunder by the Borrower. In the event the indebtedness evidenced by this Note is collected by legal action or through an attorney-at-law, the Bank shall be entitled to recover from Borrower all costs of collection, including, without limitation, reasonable attorneys’ ' fees if collected by or through an attorney-at-law. Borrower acknowledges that the actual crediting of the amount of any disbursement under the Agreement to an account of Borrower or recording such amount in the Grid Schedule shall, in the absence of manifest error, constitute presumptive evidence of such disbursement and that such Advance was made and borrowed under the Agreement. Such account records or Grid Schedule shall constitute, in the absence of manifest error, presumptive evidence of principal amounts outstanding and the payments made under the Agreement at any time and from time to time, provided that the failure of Bank to record on the Grid Schedule or in such account the type or amount of any Advance shall not affect the obligation of the a undersigned to repay such amount actually advanced together with interest thereon in accordance with this Note and the Agreement. Failure or forbearance of Bank to exercise any right hereunder, or otherwise granted by the Agreement or by law, shall not affect or release the liability of Borrower hereunder, and shall not constitute a waiver of such right unless so stated by Bank in writing. THIS NOTE SHALL BE REDEEMED DEEMED TO BE MADE UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF GEORGIA (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF). Time is of the essence of this Note. PRESENTMENT FOR PAYMENT, NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED. Executed under hand and seal of the Borrower as of the day and year first above written. [NAME OF BORROWER] By: __:________________________ Name: ________________________ Title:_________________________ : Attest:______________________ Name: ______________________ Title:_______________________ : [CORPORATE SEAL] GRID SCHEDULE ADVANCES Date Amount of Advance Amount of Advance Repaid Unpaid Principal Bearing Interest at the Above- Notation Reference Rate Made By $________ $___________ $_________________ EXHIBIT B Bank of America, N.A. Ruby Tuesday, Inc. Franchisee Loan Program REQUEST FOR ADVANCE Bank of America, N.A Attention: Commerical Agency Management [Date] Mailcode IL1-231-08-30 000 Xxxxx Xx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Facisimile: (000) 000-0000 Re: Name of Borrower ________________________ Closing Date: ________________________ Requested Advance: ________________________ Ladies and Gentlemen: The above-referenced Borrower hereby requests an Advance in the amount of $________________ pursuant to the Line of Credit Agreement and Promissory Note dated as of the date set forth above, such Advance to be made on ___________________. The Borrower hereby directs the Bank to fund such Advance in accordance with the following wiring instructions: Name of Bank: ________________________ City, State: ________________________ ABA No. ________________________ Account No. _______________________ Account Name: _______________________ The Borrower represents and warrants to the Bank that no Event of Default exists pursuant to the Line of Credit Agreement and Promissory Note referenced above and that all representations and warranties set forth in said Line of Credit Agreement arc true and correct on the date hereof. [Name of Borrower] By: ______________________ Title: _____________________ADVANCES

RELATIONS WITH SPONSOR. Borrower recognizes and acknowledges that the Bank has made the Loan Commitment available to Borrower hereunder at the behest of, as an accommodation to, and based upon the credit support of, Sponsor. Accordingly, Borrower agrees that from time to time the Bank may release to Sponsor such information about Borrower and the Loan as Sponsor may request, and the Bank may condition its agreement to any waiver, modification or amendment on the prior written consent of Sponsor. Borrower further agrees that upon the occurrence of an Event of Default hereunder, the Bank may notify Sponsor of such Event of Default prior to notifying Borrower thereof, and the Bank shall not be liable to Borrower for failure to give simultaneous notice to Borrower. Borrower further agrees that the Bank shall not be liable to Borrower as a result of any information or document obtained by Bank regarding Borrower which is shared by Bank with Sponsor or any action taken under the Loan Documents based upon instructions from the Sponsor. In addition, the Borrower acknowledges and agrees that to the extent that the Sponsor makes any payments to the Bank as a result of the credit support that Sponsor has provided to the Bank with respect to the Borrower, the Sponsor will be subrogated to the rights of the Bank pursuant to this Agreement and all related Loan Documents and may exercise and enforce in its own right the rights and remedies of the Bank hereunder and thereunder to the fullest extent provided by law or at equity or by the terms of the Agreement and related Loan Documents. CHAR1\1185962v4 WITNESS the hand and seal of the parties hereto on the date first above written. Accepted in Charlotte, North Carolina: BORROWER: By: __________________________ Title:__________________________ Attest: ________________________ Secretary [CORPORATE SEAL] BANK: BANK OF AMERICA, N.A. By: ___________________________ Title: __________________________ CHAR1\1185962v4 EXHIBIT A MASTER NOTE [date] [$] Charlotte, North Carolina FOR VALUE RECEIVED, the undersigned, _____________, a ______________________, (the “Borrower”), promises to pay to the order of BANK OF AMERICA, N.A., a national banking association (the “Bank”) at Bank’s principal office in Charlotte, North Carolina, or at such other place as the holder hereof may designate by notice if in writing to Borrower, in immediately available funds in lawful money of the United States of America, on the Maturity Date, as set forth in that certain Line of Credit Franchisee Loan Agreement, dated as of even date herewith (the “Agreement”) by and between the Borrower and Bank, the lesser of (i) principal sum of [FIFTY ONE HUNDRED THOUSAND to THREE FIVE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($50,000 100,000 to $3,500,000.005,000,000.00)], or (ii) so much thereof as shall have been from time to time disbursed hereunder in accordance with the Agreement and not theretofore repaid, as shown on the grid schedule attached hereto (the “Grid Schedule”). In addition to principal, Borrower agrees to pay interest on the principal amounts disbursed hereunder from time to time from the date of each disbursement until paid at such rates of interest per annum and upon such dates as provided for in the Agreement. Interest shall accrue on the outstanding principal balance from the date hereof up to and through the date on which all principal and interest hereunder is paid in full, and shall be computed on the basis of the actual number of days elapsed in a 365-day year. Such interest is to be paid to Bank at its address set forth above. Any principal amount due under this Note that is not paid on the due date therefor whether on the Maturity Date, or resulting from the acceleration of maturity upon the occurrence of an Event of Default (as defined in the Agreement), shall bear interest from the date due until payment in full at the Default Rate, as such term is defined in the Agreement. This Master Note (“Note”) evidences a loan incurred pursuant to the terms and conditions of the Agreement to which reference is hereby made for a full and complete description of such terms and conditions, including, without limitation, provisions for the acceleration of the maturity hereof upon the existence or occurrence of certain conditions or events, and the terms of any permitted prepayments hereof. All capitalized terms used in this Note shall have the same meanings as set forth in the Agreement. Upon the existence or occurrence of any Event of Default, the principal and all accrued interest hereof shall automatically become, or may be declared, due and payable in the manner and with the effect provided in the Agreement. Bank shall at all times have a right of set-off against any deposit balances of Borrower in the possession of the Bank and the Bank may apply the same against payment of this Note or any other indebtedness of Borrower to the Bank. The payment of any indebtedness evidenced by this Note prior to the Maturity Date shall not affect the enforceability of this Note as to any future, different or other indebtedness incurred hereunder by the Borrower. In the event the indebtedness evidenced by this Note is collected by legal action or through an attorney-at-law, the Bank shall be entitled to recover from Borrower all costs of collection, including, without limitation, reasonable attorneys’ fees if collected by or through an attorney-at-law. Borrower acknowledges that the actual crediting of the amount of any disbursement under the Agreement to an account of Borrower or recording such amount in the Grid Schedule shall, in the absence of manifest error, constitute presumptive evidence of such disbursement and that such Advance was made and borrowed under the Agreement. Such account records or Grid Schedule shall constitute, in the absence of manifest error, presumptive evidence of principal amounts outstanding and the payments made under the Agreement at any time and from time to time, provided that the failure of Bank to record on the Grid Schedule or in such account the type or amount of any Advance shall not affect the obligation of the a undersigned to repay such amount actually advanced together with interest thereon in accordance with this Note and the Agreement. Failure or forbearance of Bank to exercise any right hereunder, or otherwise granted by the Agreement or by law, shall not affect or release the liability of Borrower hereunder, and shall not constitute a waiver of such right unless so stated by Bank in writing. THIS NOTE SHALL BE REDEEMED RE DEEMED TO BE MADE UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF GEORGIA (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF). Time is of the essence of this Note. PRESENTMENT FOR PAYMENT, NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED. Executed under hand and seal of the Borrower as of the day and year first above [NAME OF BORROWER] By: __________________________ Name: ________________________ Title:_____: ____________________ Attest:______________________ Name: ______________________ Title:: _______________________ [CORPORATE SEAL] CHAR1\1185962v4 GRID SCHEDULE ADVANCES Date Amount of Advance Amount of Advance Repaid Unpaid Principal Bearing Interest Amount of Amount of at the Above- Notation Date Advance Advance Repaid Reference Rate Made By $________ $___________ $_________________ CHAR1\1185962v4 EXHIBIT B Bank of America, N.A. Ruby Tuesday, Inc. Franchisee Loan Program REQUEST FOR ADVANCE [Date] Bank of America, N.A Attention: Commerical Agency Management N.A. [Date___________________] Mailcode IL1-231-08-30 000 Xxxxx Xx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Facisimile: (000) 000-0000 Re: Name of Borrower ________________________ Closing Date: ________________________ Requested Advance: ________________________ Ladies and Gentlemen: The above-referenced Borrower hereby requests an Advance in the amount of $________________ pursuant to the Line of Credit Loan Agreement and Promissory Note dated as of the date set forth above, such Advance to be made on ___________________. The Borrower hereby directs the Bank to fund such Advance in accordance with the following wiring instructions: Name of Bank: ________________________ City, State: ________________________ ABA No. ________________________ Account No. ________________________ Account Name: ________________________ The Borrower represents and warrants to the Bank that no Event of Default exists pursuant to the Line of Credit Loan Agreement and Promissory Note referenced above and that all representations and warranties set forth in said Line of Credit Loan Agreement arc are true and correct on the date hereof. [Name of Borrower] By: ______________________ Title: ______________________ SCHEDULE 1

RELATIONS WITH SPONSOR. Borrower recognizes and acknowledges that the Bank has made the Loan Commitment available to Borrower hereunder at the behest of, as an accommodation to, and based upon the credit support of, Sponsor. Accordingly, Borrower agrees that from time to time the Bank may release to Sponsor such information about Borrower and the Loan as Sponsor may request, and the Bank may condition its agreement to any waiver, modification or amendment on the prior written consent of Sponsor. Borrower further agrees that upon the occurrence of an Event of Default hereunder, the Bank may notify Sponsor of such Event of Default prior to notifying Borrower thereof, and the Bank shall not be liable to Borrower for failure to give simultaneous notice to Borrower. Borrower further agrees that the Bank shall not be liable to Borrower as a result of any information or document obtained by Bank regarding Borrower which is shared by Bank with Sponsor or any action taken under the Loan Documents based upon instructions from the Sponsor. In addition, the Borrower acknowledges and agrees that to the extent that the Sponsor makes any payments to the Bank as a result of the credit support that Sponsor has provided to the Bank with respect CHAR1\900898v4 Exhibit D to the Borrower, the Sponsor will be subrogated to the rights of the Bank pursuant to this Agreement and all related Loan Documents and may exercise and enforce in its own right the rights and remedies of the Bank hereunder and thereunder to the fullest extent provided by law or at equity or by the terms of the Agreement and related Loan Documents. CHAR1\900898v4 Exhibit D WITNESS the hand and seal of the parties hereto on the date first above written. Accepted in Charlotte, North Carolina: BORROWER: By: __________________________ Title:__: ________________________ Attest: ________________________ Secretary [CORPORATE SEAL] BANK: BANK OF AMERICA, N.A. By: ___________________________ Title: __________________________ CHAR1\900898v4 Exhibit D EXHIBIT A MASTER NOTE [date] [$] Charlotte, North Carolina FOR VALUE RECEIVED, the undersigned, _____________, a ______________________, (the “Borrower”), promises to pay to the order of BANK OF AMERICA, N.A., a national banking association (the “Bank”) at Bank’s principal office in Charlotte, North Carolina, or at such other place as the holder hereof may designate by notice if in writing to Borrower, in immediately available funds in lawful money of the United States of America, on the Maturity Date, as set forth in that certain Line of Credit Agreement, dated as of even date herewith (the “Agreement”) by and between the Borrower and Bank, the lesser of (i) principal sum of [FIFTY ONE HUNDRED THOUSAND to THREE FIVE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($50,000 100,000 to $3,500,000.005,000,000.00)], or (ii) so much thereof as shall have been from time to time disbursed hereunder in accordance with the Agreement and not theretofore repaid, as shown on the grid schedule attached hereto (the “Grid Schedule”). In addition to principal, Borrower agrees to pay interest on the principal amounts disbursed hereunder from time to time from the date of each disbursement until paid at such rates of interest per annum and upon such dates as provided for in the Agreement. Interest shall accrue on the outstanding principal balance from the date hereof up to and through the date on which all principal and interest hereunder is paid in full, and shall be computed on the basis of the actual number of days elapsed in a 365-day year. Such interest is to be paid to Bank at its address set forth above. Any principal amount due under this Note that is not paid on the due date therefor whether on the Maturity Date, or resulting from the acceleration of maturity upon the occurrence of an Event of Default (as defined in the Agreement), shall bear interest from the date due until payment in full at the Default Rate, as such term is defined in the Agreement. This Master Note (“Note”) evidences a loan incurred pursuant to the terms and conditions of the Agreement to which reference is hereby made for a full and complete description of such terms and conditions, including, without limitation, provisions for the acceleration of the maturity hereof upon the existence or occurrence of certain conditions or events, and the terms of any permitted prepayments hereof. All capitalized terms used in this Note shall have the same meanings as set forth in the Agreement. Upon the existence or occurrence of any Event of Default, the principal and all accrued interest hereof shall automatically become, or may be declared, due and payable in the manner and with the effect provided in the Agreement. Bank shall at all times have a right of set-off against any deposit balances of Borrower in the possession of the Bank and the Bank may apply the same against payment of this Note or any other indebtedness of Borrower to the Bank. The payment of any indebtedness evidenced by this Note prior to the Maturity Date shall not affect the enforceability of this Note as to any future, different or other indebtedness incurred hereunder by the Borrower. In the event the indebtedness evidenced by this Note is collected by legal action or through an attorney-at-law, the Bank shall be entitled to recover from Borrower all costs of collection, including, without limitation, reasonable attorneys’ fees if collected by or through an attorney-at-law. CHAR1\900898v4 Exhibit D Borrower acknowledges that the actual crediting of the amount of any disbursement under the Agreement to an account of Borrower or recording such amount in the Grid Schedule shall, in the absence of manifest error, constitute presumptive evidence of such disbursement and that such Advance was made and borrowed under the Agreement. Such account records or Grid Schedule shall constitute, in the absence of manifest error, presumptive evidence of principal amounts outstanding and the payments made under the Agreement at any time and from time to time, provided that the failure of Bank to record on the Grid Schedule or in such account the type type. or amount of any Advance shall not affect the obligation of the a undersigned to repay such amount actually advanced together with interest thereon in accordance with this Note and the Agreement. Failure or forbearance of Bank to exercise any right hereunder, or otherwise granted by the Agreement or by law, shall not affect or release the liability of Borrower hereunder, and shall not constitute a waiver of such right unless so stated by Bank in writing. THIS NOTE SHALL BE REDEEMED RE DEEMED TO BE MADE UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF GEORGIA (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF). Time is of the essence of this Note. PRESENTMENT FOR PAYMENT, NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED. Executed under hand and seal of the Borrower as of the day and year first above [NAME OF BORROWER] By: __________________________ Name: ________________________ Title:_________________________ : Attest:______________________ : Name: ______________________ Title:_______________________ : [CORPORATE SEAL] CHAR1\900898v4 Exhibit D GRID SCHEDULE ADVANCES Date Amount of Advance Amount of Advance Repaid Unpaid Principal Bearing Interest Amount of Amount of at the Above- Notation Date Advance Advance Repaid Reference Rate Made By $________ $___________ $_________________ CHAR1\900898v4 Exhibit D EXHIBIT B Bank of America, N.A. Ruby Tuesday, Inc. Franchisee Loan Program REQUEST FOR ADVANCE [Date] Bank of America, N.A AttentionN.A. One Independence Center 000 X. Xxxxx Street Charlotte, NC 28255-0001 Attn: Commerical Agency Management [Date] Mailcode IL1Xxxxx Xxxx Phone: 000-231-08-30 000 Xxxxx Xx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Facisimile: (000) 000-0000 Fax: 000-000-0000 email: xxxxx.x.xxxx@xxxxxxxxxxxxx.xxx Re: Name of Borrower ________________________ Closing Date: ________________________ Requested Advance: ________________________ Ladies and Gentlemen: The above-referenced Borrower hereby requests an Advance in the amount of $________________ pursuant to the Line of Credit Agreement and Promissory Note dated as of the date set forth above, such Advance to be made on ___________________. The Borrower hereby directs the Bank to fund such Advance in accordance with the following wiring instructions: Name of Bank: ________________________ City, State: ________________________ ABA No. ________________________ Account No. ________________________ Account Name: ________________________ The Borrower represents and warrants to the Bank that no Event of Default exists pursuant to the Line of Credit Agreement and Promissory Note referenced above and that all representations and warranties set forth in said Line of Credit Agreement arc true and correct on the date hereof. [Name of Borrower] By: ______________________ Title: ______________________ CHAR1\900898v4 Exhibit D