Common use of Representations, Warranties and Covenants of Assignor Clause in Contracts

Representations, Warranties and Covenants of Assignor. Assignor ----------------------------------------------------- represents, warrants and covenants to Collateral Agent: (i) That Schedule A attached hereto contains a complete list as of ---------- the date hereof of the Leases, (ii) that Assignor is the sole owner of the entire leasehold interest in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant to, or in connection with, the Credit Agreement, (iii) each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or amended in any manner, except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or the giving of notice would constitute a default under such Lease and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, or permit to be done, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest under any Lease or sublet all or any part of the Premises, (iii) other than upon the expiration of the terms of the respective Leases in accordance with their terms, not alter, modify or change the terms of any Lease in any material respect, or cancel or terminate any Lease, or surrender possession of the Premises, or any part thereof, without the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and (iv) to use reasonable efforts to enforce the performance by the Lessor under each Lease of all of such Lessor's obligations under such Lease. c. Assignor has full power and authority to execute, deliver and perform its obligations under this Assignment. d. In the event that Assignor receives a written landlord consent from the Lessors under the Leases, this Assignment shall be a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms with respect to those Leases. e. Assignor agrees that Collateral Agent shall have the right, exercisable at any time that the Collateral Agent believes in its commercially reasonable business judgment, that there is a substantial risk that the Assignor will not be able to perform its obligations under the Credit Agreement and the other Credit Documents, to notify the Lessor under any or all of the Leases that the Assignor has executed and delivered this Assignment to the Collateral Agent.

Representations, Warranties and Covenants of Assignor. Assignor ----------------------------------------------------- represents, warrants and covenants to Collateral Agent: (i) That Schedule Exhibit A attached hereto contains a complete list as of ---------- the date hereof of the Leases, (ii) that Assignor is the sole owner of the entire leasehold interest in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant to, or in connection with, the Credit Agreement, (iii) except as could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or amended in any manner, except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or the giving of notice would constitute a default under such Lease other than such defaults which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, or permit to be done, anything to materially impair Assignor's rights thereunder; , (ii) except in accordance with the provisions of the Credit Agreement, not to assign Assignor's interest under any Lease or sublet all or any part of the Premises, (iii) other than upon the expiration of the terms of the respective Leases in accordance with their terms, not alter, modify or change the terms of any Lease in any way adverse in any material respect, or cancel or terminate any Lease unless it would be commercially reasonable in light of the Business to terminate such Lease, or surrender possession of the Premises, or any part thereofthereof other than upon the expiration of the terms of the respective Leases, cancellation or termination in accordance with their terms or otherwise in accordance with this clause (iii), without the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and (iv) to use reasonable efforts to enforce the performance by the Lessor under each Lease of all of such Lessor's obligations under such Lease, in each case except for such obligations the non-performance of which could not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. c. Assignor has full power and authority to execute, deliver and perform its obligations under this Assignment. d. In the event that Assignor receives a written landlord consent from the Lessors under the Leases, this Assignment shall be a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms with respect to those Leases. e. Assignor agrees that Collateral Agent shall have the right, exercisable at any time that the Collateral Agent believes in its commercially reasonable business judgment, that there is a substantial risk that the Assignor will not be able to perform its obligations under the Credit Agreement and the other Credit Documents, to notify the Lessor under any or all of the Leases that the Assignor has executed and delivered this Assignment to the Collateral Agent.

Representations, Warranties and Covenants of Assignor. Assignor ----------------------------------------------------- represents, warrants and covenants to Collateral Agent: (i) That Schedule A the copy of the Leases attached hereto contains as Exhibit A --------- is a complete list true and correct copy thereof as of ---------- in effect on the date hereof of the Leaseshereof, (ii) that Assignor is the sole owner of the entire leasehold interest in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant to, or in connection with, the Credit Agreement, (iii) each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or amended in any manner, except as shown on Exhibit A, (iv) to Assignor's knowledge, --------- neither Assignor nor the Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or the giving of notice would constitute a default under such Lease and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, or permit to be done, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest under any Lease or sublet all or any part of the Premises, (iii) other than upon the expiration of the terms term of the respective Leases in accordance with their terms, not alter, modify or change the terms of any Lease in any material respect, or cancel or terminate any Lease, or surrender possession of the Premises, or any part thereof, without the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and (iv) to use reasonable efforts to enforce the performance by the Lessor under each Lease of all of such Lessor's obligations under such Lease. c. Assignor has full power and authority to execute, deliver and perform its obligations under this Assignment. d. In the event that Assignor receives Upon receipt of a written landlord landlord's consent from the Lessors under the Leases, this Assignment shall be a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms with respect to those Leasesterms. e. Assignor agrees that Collateral Agent shall have the right, exercisable at any time that the Collateral Agent believes in its commercially reasonable business judgment, that there is a substantial risk that the Assignor will not be able to perform its obligations under the Credit Agreement and the other Credit Documents, to notify the Lessor under any or all of the Leases that the Assignor has executed and delivered this Assignment to the Collateral Agent.

Representations, Warranties and Covenants of Assignor. 2.1 Assignor ----------------------------------------------------- represents, warrants and covenants to Collateral AgentAssignee that: (a) the above premises are true and complete; (b) Assignor is duly organized and validly existing under the laws of the jurisdiction of its formation, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party and to consummate the transactions contemplated hereby and thereby; (c) The execution, delivery and performance by Assignor of this Agreement and the transactions contemplated hereby (i) That Schedule A attached hereto contains a complete list as have been duly authorized by all necessary officers, managers or members of ---------- the date hereof of the LeasesAssignor, (ii) that Assignor is do not contravene the sole owner terms of the entire leasehold interest in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant toAssignor’s organizational documents, or in connection with, the Credit Agreementany amendment thereof, (iii) each Lease is do not materially violate, conflict with or result in any material breach or contravention of, or the creation of any lien under, any contractual obligation of Assignor or any requirement of law applicable to Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor to the knowledge of Assignor; (d) This Agreement has been duly executed and delivered by Assignor and constitutes the legal, valid and enforceablebinding obligations of Assignor, subject to the effect of this Assignment and enforceable against Assignor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity); (e) Assignor is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect; (f) There are no brokerage commissions, finder’s fees or similar fees or commissions payable by any party in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with Assignor or any action taken by Assignor; (g) the full amount of the Assigned Debt is due and similar laws, and has not been altered, modified or amended in any manner, except as shown on Exhibit A, (iv) owing by Debtor to Assignor's knowledge; and (h) Assignor now has a lawful right, neither Assignor nor the Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or the giving of notice would constitute a default under such Lease and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, or permit to be done, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest under any Lease or sublet all or any part of the Premises, (iii) other than upon the expiration of the terms of the respective Leases in accordance with their terms, not alter, modify or change the terms of any Lease in any material respect, or cancel or terminate any Lease, or surrender possession of the Premises, or any part thereof, without the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and (iv) to use reasonable efforts to enforce the performance by the Lessor under each Lease of all of such Lessor's obligations under such Lease. c. Assignor has full power and absolute authority to executeassign its/an unencumbered right, deliver title and perform its obligations under interest in and to the Assigned Debt in the manner setout in Article 1 hereof, according to the true intent and meaning of this AssignmentAgreement. d. In 2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the event that Assignor receives exclusive benefit of Assignee, its affiliates and agents and a written landlord consent from the Lessors under the Leases, this Assignment shall breach of any one or more thereof may be a legal, valid and binding obligation of Assignor, enforceable waived by Assignee in accordance with its terms with respect to those Leases. e. Assignor agrees that Collateral Agent shall have the right, exercisable whole or in part at any time that the Collateral Agent believes without prejudice to its rights in its commercially reasonable business judgment, that there is a substantial risk that the Assignor will not be able respect to perform its obligations under the Credit Agreement and the any other Credit Documents, to notify the Lessor under any or all breach of the Leases that same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the Assignor has executed and delivered signing of this Assignment to the Collateral AgentAgreement.

Representations, Warranties and Covenants of Assignor. Assignor ----------------------------------------------------- hereby certifies, represents, warrants and covenants to Collateral AgentAssignee as follows: (ia) That Schedule A attached hereto contains The Tax Increment Agreement is in full force and effect. (b) Assignor has full title and right to assign its interest in the Tax Increment Agreement to Assignee pursuant to this Assignment. (c) No consent or approval of any person is required for the execution and delivery of this Assignment. (d) Assignor has delivered to Assignee a true and complete list as of ---------- the date hereof copy of the Leasesexecuted Tax Increment Agreement, together with all amendments and modifications thereto. (iie) that Assignor is the sole owner of the entire leasehold interest in each LeaseExcept for this Assignment, free and clear and no other assignment of all Liens, except for or any part of any interest of Assignor in and to the Liens created Tax Increment Agreement has been made which remains in favor of effect. (f) There exists no monetary default under the Collateral Agent pursuant to, or in connection with, the Credit Tax Increment Agreement, (iii) each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or amended in any manner, except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the Lessor under --------- any Lease is in default under such Lease nor, to the best knowledge of Assignor, has any non-monetary default or any event occurred (other than pursuant to this Assignment) which or conditions which, with notice or the passage of time or the giving of notice both, would constitute such a monetary or non-monetary default under such Lease and (v) no rent reserved or would result in a breach of the Tax Increment Agreement or would give any Lease has been assigned or prepaid except for prepaid rent for party thereto the current month and applicable security depositsright to terminate the Tax Increment Agreement. b. (g) No offsets, credits or defenses to the payment or performance of any obligation under the Tax Increment Agreement exist. (h) Assignor agrees shall not assign, transfer or hypothecate (iother than to Assignee) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, or permit to be done, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest under any Lease or sublet all whole or any part of its interest under the Premises, Tax Increment Agreement. (iiii) other than upon the expiration of the terms of the respective Leases in accordance with their terms, not alter, modify or change the terms of any Lease in any material respect, or cancel or terminate any Lease, or surrender possession of the Premises, or any part thereof, without Assignor shall obtain the prior written consent of Collateral AgentAssignee before entering into any agreement that amends, which consent alters, modifies or terminates the Tax Increment Agreement. Assignee shall not be unreasonably withheld withhold or delay its consent to an amendment or modification of the Tax Increment Agreement, so long as Assignor shall have consented to such amendment or modification and (iv) to use reasonable efforts to enforce as long as such amendment or modification does not materially and adversely affect Assignee’s security for the performance by Loan or the Lessor rights and benefits of Assignor under each Lease of all of such Lessor's obligations under such Leasethe Tax Increment Agreement. c. (j) Assignor has full power agrees to perform and authority comply in all respects with all the terms, conditions, covenants and requirements by it to execute, deliver and perform its obligations under this Assignment. d. In the event that Assignor receives a written landlord consent from the Lessors under the Leases, be performed or observed in this Assignment shall be a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms with respect to those Leases. e. Assignor agrees that Collateral Agent shall have the right, exercisable at any time that the Collateral Agent believes in its commercially reasonable business judgment, that there is a substantial risk that the Assignor will not be able to perform its obligations under the Credit Agreement and the other Credit Loan Documents, to notify the Lessor under any or all of the Leases that the Assignor has executed and delivered this Assignment to the Collateral Agent.

Representations, Warranties and Covenants of Assignor. Assignor ----------------------------------------------------- represents(a) Assignor, warrants as of the date of the Closing, does hereby represent and covenants warrant to Collateral AgentAssignee and Operating Assignee as follows: (i) That Schedule A attached hereto contains a Assignor has complete list as of ---------- the date hereof of the Leasesand unrestricted power and authority to sell, (ii) that Assignor is the sole owner of the entire leasehold assign, and transfer all its right, title and interest in each Leasethe Lease as contemplated by this Assignment and Assumption Agreement, free and clear such sale, assignment and transfer does not and will not require the consent or approval of all Liensany third party or government entity, except for the Liens created in favor of the Collateral Agent pursuant to, or in connection with, the Credit Agreement, (iii) each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or amended in any manner, except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or the giving of notice would constitute a default under such Lease and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, or permit to be done, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest under any Lease or sublet all or any part of the Premises, (iii) other than upon the expiration of the terms of the respective Leases in accordance with their terms, not alter, modify or change the terms of any Lease in any material respect, or cancel or terminate any Lease, or surrender possession of the Premises, or any part thereof, without the prior written consent of Collateral Agentthe Port Authority, which written consent shall not is set forth in the Acknowledgment, Consent and Estoppel Certificate (the "Consent") attached hereto as Exhibit 1 and incorporated herein by reference. (ii) Neither the execution and delivery of this Assignment and Assumption Agreement nor compliance with the terms hereof on the part of Assignor will violate the Articles of Incorporation or Bylaws, or the Certificate of Limited Partnership or Partnership Agreement, as the case may be, of Assignor, breach any governmental law, statute or regulation, or conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument to which Assignor is a party or by which it is or may be unreasonably withheld bound, or constitute a default thereunder, or result in the creation or imposition of any lien, claim, charge, or encumbrance. Except as set forth in SCHEDULE C attached hereto and incorporated herein by this reference, Assignor has no knowledge of any fact or condition regarding or involving the Demised Premises (ivas defined in the Lease) to use reasonable efforts to enforce the performance by the Lessor under each Lease or any of all of such LessorAssignor's duties and obligations under such Leasethe Lease that constitute a violation or breach of any law, statute, ordinance, regulation, order, contract or other agreement including, without limitation, environmental laws and regulations. c. (iii) Assignor has full all necessary corporate power and authority to executeenter into this Assignment and Assumption Agreement, deliver and perform has taken all corporate action necessary to make this Assignment and Assumption Agreement enforceable upon Assignor in accordance with its obligations under this Assignmentterms. d. In (iv) A true, correct and complete copy of the event that Assignor receives a written landlord consent from Lease, and all amendments thereto, are attached hereto as SCHEDULE A. The Lease has not been amended or modified, except as set forth on SCHEDULE A attached hereto and incorporated herein by this reference. The Lease, as amended or modified, is in full force and effect and constitutes the Lessors under the Leases, this Assignment shall be a legal, valid and binding obligation of Assignor, all of the parties thereto and is enforceable in accordance with its terms with respect to those Leasesterms. e. (v) Except as set forth in SCHEDULE D attached hereto and incorporated herein by this reference, no event has occurred and no condition exists that, with the giving of notice or the lapse of time or both, could constitute a default by Assignor under the Lease or, to Assignor's best knowledge after due and diligent inquiry, by the Port Authority. Assignor has no present intention to bring an action or otherwise attempt to enforce any alleged nonperformance or breach of any provision of the Lease. Except as set forth in SCHEDULE E attached hereto and incorporated herein by this reference, Assignor has no existing defenses or offsets against the enforcement of the Lease by the Port Authority, and knows of no other parties who are not signatories to the Lease who possess or may assert rights under or in connection with the Lease. (vi) Except as set forth in SCHEDULE F attached hereto and incorporated herein by this reference, the Lease and the Development Agreement dated as of March 12, 1993 by and between the Port Authority and HHC (the "Development ------------ Agreement"),as thereafter amended, are the only agreements, written or oral, ------- entered into between the Port Authority and Assignor. (b) Assignor covenants and agrees that Collateral Agent shall have as follows: (i) Assignor has not and will not assign the whole or any part of its right, exercisable at title and interest hereby assigned to any time that person other than Assignee. (ii) Assignor shall forthwith notify Assignee and Operating Assignee in writing of any default (or any event or occurrence that, but for the Collateral Agent believes in its commercially reasonable business judgmentgiving of notice or the passage of time, that there is or both, would constitute a substantial risk that the Assignor will not be able to perform its obligations default) under the Credit Agreement and Lease of which it has knowledge or any assertion made to Assignor by any other party to the other Credit Documents, to notify Lease that circumstances have arisen that may pen-nit or result in a breach or the Lessor under any or all cancellation of the Leases that the Assignor has executed and delivered this Assignment to the Collateral AgentLease.

Representations, Warranties and Covenants of Assignor. Assignor ----------------------------------------------------- representshereby makes the following representations and warranties, warrants which shall continue in effect and covenants to Collateral Agentsurvive the date of this Agreement and, additionally, makes the following covenants: (i) That Schedule A attached hereto contains 3.1 Assignor is a complete list as of ---------- corporation duly organized, validly existing and in good standing under the date hereof laws of the LeasesState of Delaware. The execution, delivery and performance of this Agreement (iia) that Assignor is are within the sole owner legal capacity and power of Assignor; (b) have been duly authorized by all requisite action on the entire leasehold interest in each Lease, free and clear and part of all Liens, Assignee; (c) except for the Liens created in favor approval of the Collateral Agent pursuant topartners or members of the Partnerships, require the approval or in connection with, the Credit Agreement, consent of no other persons; and (iiid) each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or amended in any manner, except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor violate nor the Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or the giving of notice would constitute a default under such Lease and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, or permit to be done, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest under any Lease or sublet all or any part of the Premises, (iii) other than upon the expiration of the terms of the respective Leases in accordance with their terms, not alter, modify or change the terms of any Lease in any material respectother agreement, document, or cancel or terminate any Lease, or surrender possession instrument binding upon Assignor. Subject to the approval of the Premises, partners or any part thereof, without members of the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and (iv) to use reasonable efforts to enforce the performance by the Lessor under each Lease of all of such Lessor's obligations under such Lease. c. Assignor has full power and authority to execute, deliver and perform its obligations under this Assignment. d. In the event that Assignor receives a written landlord consent from the Lessors under the LeasesPartnerships, this Assignment shall be Agreement is a legal, valid and binding obligation of Assignor, Assignor enforceable in accordance with its terms with respect terms, except insofar as the enforcement hereof may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting the enforcement of creditors' rights generally and subject to those Leasesequitable principles limiting the availability of specific performance or other equitable remedies. e. 3.2 Assignor agrees that Collateral Agent shall have execute and deliver to Assignee all assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Assignee all of Assignor's right, exercisable at any time title, interest, duties and obligations in and to the Partnership Agreements. 3.3 Assignor shall transfer all of Assignor's rights, titles and interests in and to the Partnership Agreements. 3.4 Assignor hereby covenants and agrees to use its best efforts to obtain from CD Warehouse, Inc. an acknowledgment, in the form attached hereto as Appendix C, that CD Warehouse, Inc., as the franchisor, acknowledges and agrees ---------- that the Collateral Agent believes franchise agreements underlying the partnership agreements are and shall remain in its commercially reasonable business judgment, that there is a substantial risk that full force and effect following the Assignor will not be able to perform its obligations under the Credit execution of this Agreement and the other Credit Documents, to notify the Lessor under transfer of any or all of the Leases that the Assignor has executed and delivered this Assignment to the Collateral Agentpartnership interests hereunder.

Representations, Warranties and Covenants of Assignor. Assignor ----------------------------------------------------- represents, warrants and represents to, and covenants to Collateral Agentwith, Assignee and the Company that, as of the date hereof: (i) That Schedule A a. Attached hereto as Attachment 2 is a true and accurate copy of the Underlying Agreement, and attached hereto contains as Attachment 3 is a complete list true and accurate copy of the 2006 AAR Agreement, which agreements are in full force and effect as of ---------- the date hereof and the respective provisions of which have not been waived, amended or modified in any respect (other than the modifications of the LeasesUnderlying Agreement contained in the 2006 AAR Agreement), (ii) that nor has any notice of termination been given thereunder; b. Assignor is was the sole lawful owner of the entire leasehold interest in each LeaseAssigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Agreements as they relate to the Assigned Loans, free and clear of any and of all Liensliens, except for claims and encumbrances; and upon the Liens created in favor transfer of the Collateral Agent pursuant toAssigned Loans to Assignee as contemplated herein, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignor's interests, rights and obligations under the Agreements as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances; c. Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Assigned Loans or the Agreements; d. Assignor has not waived or agreed to any waiver under, or in connection withagreed to any amendment or other modifications of, the Credit Agreements (other than the modifications of the Underlying Agreement contained in the 2006 AAR Agreement, (iii) each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws). Assignor has no knowledge of, and has not been alteredreceived notice of, modified any waivers under or amended in any manner, except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (amendments or other than pursuant to this Assignment) which with the passage of time or the giving of notice would constitute a default under such Lease and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to domodifications of, or permit to be doneassignment of rights or obligations under the Agreements; e. Assignor is duly organized, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest validly existing and in good standing under any Lease or sublet all or any part the laws of the Premisesjurisdiction of its formation, (iii) other than upon and has all requisite power and authority to acquire, own and sell the expiration of the terms of the respective Leases in accordance with their terms, not alter, modify or change the terms of any Lease in any material respect, or cancel or terminate any Lease, or surrender possession of the Premises, or any part thereof, without the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and (iv) to use reasonable efforts to enforce the performance by the Lessor under each Lease of all of such Lessor's obligations under such Lease.Assigned Loans; c. f. Assignor has full power and authority to execute, deliver and perform its obligations under this Assignment. d. In AAR Agreement and to consummate the event that transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor receives is now a written landlord consent from party or by which it is bound, or result in the Lessors under violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the Leasesconsummation by it of the transactions contemplated hereby, this Assignment shall be a legalhave been duly authorized by all necessary action on the part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and the Company, will constitute the valid and legally binding obligation of Assignor, Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; g. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby. Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans, or otherwise approached or negotiated with respect to those Leases. e. Assignor agrees the Assigned Loans, or any interest in the Assigned Loans, with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action that Collateral Agent shall have would constitute a distribution of the right, exercisable at any time that the Collateral Agent believes in its commercially reasonable business judgment, that there is a substantial risk that the Assignor will not be able to perform its obligations Assigned Loans under the Credit Agreement and Securities Act of 1933, as amended (the other Credit Documents, to notify "1933 Act") or that would render the Lessor under any or all disposition of the Leases that Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto; h. Assignor has executed received from the Company, and has delivered this Assignment to Assignee, all documents required to be delivered to Assignor by the Company prior to the Collateral Agent.date hereof pursuant to Section 7.01 of the Underlying Agreement with respect to the Assigned Loans; and i. Assignor hereby affirms, as of the date hereof, each of the Representations and Warranties Regarding Individual Mortgage Loans contained in Section 3.02 of the Underlying Agreement (or, in the case of the loan previously serviced pursuant to the 2005 Underlying Agreement, Section 3.02 of the 2005 Underlying Agreement) insofar as they relate to the Assigned Loans as if such representations and warranties were set out in full herein

Representations, Warranties and Covenants of Assignor. Subject to Section 3(b) hereof, Assignor ----------------------------------------------------- representsrepresents and warrants to, warrants and covenants with, Assignee as follows: (a) Assignor is a member of the Company, and as such member owns interests in the Company equal to Collateral Agent:50% of the total ownership interests in the Company. Assignor's Interests in the Company entitle Assignor to 50% of the governance rights of the Company and to collect and receive 50% of the profits, income and distributions from the Company when and as distributed in accordance with the provisions of the Operating Agreement. (b) Assignor has full right, power and authority to assign and transfer to Assignee the Assignor's Interests, free and clear of all liens, claims or encumbrances of any kind whatever, and this Assignment is effective to do so. The execution and delivery of this Assignment and the performance and observance of the obligations of Assignor hereunder will not violate the provisions of the articles of organization of the Company, the Operating Agreement or any other agreement of any kind to which Assignor is a party or by the terms of which Assignor is bound. (c) Neither the consent of the other members of the Company nor that of any other person or entity is required to effect the assignment of the Assignor's Interests as herein provided. (d) Assignor has delivered to Assignee true and correct copies of the articles of organization of the Company and the Operating Agreement, as amended to the date hereof. (e) So long as this Assignment remains in effect and so long as any indebtedness or other obligations secured hereby remain unpaid, Assignor will not, without Assignee's prior written consent, terminate, sell, assign, convey or otherwise transfer to any other person, firm or entity any interest in the Company presently owned by Assignor. (f) So long as this Assignment remains in effect and so long as any indebtedness or other obligations secured hereby remain unpaid, Assignor will cause the Company to continue to be a limited liability company. (g) There are currently no contribution obligations of Assignor to the Company. (h) Assignor will deliver to Assignee copies of all notices of any meetings of members, along with any proxy statements or other associated correspondence given to Assignor by the Company. (i) That Schedule A attached hereto contains a complete list as Assignor will give Assignee at least fifteen (15) days' prior written notice of ---------- any proposed amendment to the date hereof of the Leases, (ii) that Assignor is the sole owner of the entire leasehold interest in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant to, or in connection with, the Credit Operating Agreement, (iii) each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or amended in any manner, except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or the giving of notice would constitute a default under such Lease and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, or permit to be done, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest under any Lease or sublet all or any part of the Premises, (iii) other than upon the expiration of the terms of the respective Leases in accordance with their terms, not alter, modify or change the terms of any Lease in any material respect, or cancel or terminate any Lease, or surrender possession of the Premises, or any part thereofwill not, without the prior written consent of Collateral AgentAssignee, which consent shall not be unreasonably withheld and (iv) to use reasonable efforts to enforce any such amendment if such amendment could have an adverse effect on the performance by the Lessor under each Lease of all of such LessorAssignor's obligations under such LeaseInterests or Assignee's security interest therein. c. Assignor has full power and authority to execute, deliver and perform its obligations under this Assignment. d. In the event that Assignor receives a written landlord consent from the Lessors under the Leases, this Assignment shall be a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms with respect to those Leases. e. Assignor agrees that Collateral Agent shall have the right, exercisable at any time that the Collateral Agent believes in its commercially reasonable business judgment, that there is a substantial risk that the Assignor will not be able to perform its obligations under the Credit Agreement and the other Credit Documents, to notify the Lessor under any or all of the Leases that the Assignor has executed and delivered this Assignment to the Collateral Agent.

Representations, Warranties and Covenants of Assignor. Assignor ----------------------------------------------------- represents, covenants and warrants and covenants to Collateral AgentAgent that: (ia) That Schedule A attached hereto contains a complete list as of ---------- the date hereof Assignor has furnished Agent with true and correct copies of the Leases, articles of organization and operating agreement of TES together with all amendments thereto; (iib) that This Agreement and the assignment of the LLC Interest given herein does not violate the terms of TES’s articles of organization and operating agreement or any Material Agreement to which TES or Assignor is a party and have been authorized by the sole owner members of the entire leasehold interest TES; (c) Unless an Event of Default shall have occurred, Assignor shall be entitled to exercise (but only in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant to, or in connection with, the Credit Agreement, (iii) each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or amended in any manner, except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which a manner consistent with the passage terms hereof) the voting, consent and other rights and remedies of time Assignor with respect to TES, provided, however, that no action shall be taken or the giving of notice would constitute a default under such Lease and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. failed to be taken by Assignor agrees which could reasonably be expected to (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, directly or indirectly authorize or permit to be donethe dissolution, anything to materially impair Assignor's rights thereunderliquidation or sale of TES or the sale, lease, assignment, transfer or other disposition of any of the assets of TES; (ii) not to assign Assignor's interest under have the result of materially and adversely affecting any Lease or sublet all or any part of the Premises, rights of Agent under this Agreement or the Loan Documents; (iii) other than upon the expiration of violate the terms of this Agreement or the respective Leases Loan Documents; (iv) have the effect of impairing the validity or priority of the security interests created hereunder in accordance with their terms, not alter, modify or change the terms favor of any Lease Agent in any material respectmanner whatsoever; or (v) cause an Event of Default. Notwithstanding anything herein to the contrary, or cancel or terminate in no event shall Agent have any Lease, or surrender possession of the Premisesobligations or liabilities of Assignor with respect to TES by virtue of this Agreement or the exercise of its rights hereunder, and Assignor hereby covenants and agrees to hold harmless Agent from and against any and all liability, loss or any part thereofdamage which Agent may suffer by reason of its security interest in the LLC Interest, without except to the prior written consent extent cause by Agent’s gross negligence or willful misconduct. If Agent becomes a substituted member of Collateral AgentTES in place of Assignor, which consent Agent shall not be unreasonably withheld and (iv) to use reasonable efforts to enforce liable for any of the performance by the Lessor under each Lease obligations or liabilities of all of such Lessor's obligations under such Lease. c. Assignor has full power and authority to execute, deliver and perform its obligations under this Assignment. d. In the event that Assignor receives a written landlord consent from the Lessors under the Leases, this Assignment shall be a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms with respect to those Leases.TES unless expressly agreed to in writing by Agent; e. (d) Assignor agrees that Collateral Agent shall have the right, exercisable at any time that the Collateral Agent believes in its commercially reasonable business judgment, that there is a substantial risk that the Assignor has not previously and will not further assign, transfer or encumber the interests hereby assigned to Agent and any such purported assignment shall be able void and of no effect; (e) Upon the occurrence of an Event of Default, Assignor authorizes Agent, at its option, to perform its obligations under the Credit collect any amount or thing assigned by this Agreement and the other Credit Documentsupon notification to TES, all such payments shall be made directly to notify the Lessor under Agent. Assignor authorizes Agent to endorse and receipt for any or all of the Leases that the Assignor has executed such payments and delivered this Assignment to apply same to the Collateral Agent.Obligations and, in furtherance thereof, Assignor appoints and designates Agent as Assignor’s irrevocable attorney-in-fact to endorse and receipt for checks and to collect any and all amounts and things assigned hereby; (

Representations, Warranties and Covenants of Assignor. Assignor ----------------------------------------------------- represents, warrants and covenants to Collateral Agent: (i) That Schedule A the copy of the Leases attached hereto contains as Exhibit A is a complete list true and correct copy thereof as of ---------- in effect on the date hereof of the Leaseshereof, (ii) that Assignor is the sole owner of the entire leasehold interest in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant to, or in connection with, the Credit Agreement, (iii) except as could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or amended in any manner, except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or the giving of notice would constitute a default under such Lease other than such defaults which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, or permit to be done, anything to materially impair Assignor's rights thereunder; , (ii) except in accordance with the provisions of the Credit Agreement, not to assign Assignor's interest under any Lease or sublet all or any part of the Premises, (iii) other than upon the expiration of the terms of the respective Leases in accordance with their terms, not to alter, modify or change the terms of any Lease in any way adverse in any material respect, or cancel or terminate any Lease unless it would be commercially reasonable in light of the Business to terminate such Lease, or surrender possession of the Premises, or any part thereofthereof other than upon the expiration of the term, cancellation or termination of the respective Leases in accordance with their terms or otherwise in accordance with this clause (iii), without the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and (iv) to use reasonable efforts to enforce the performance by the Lessor under each Lease of all of such Lessor's obligations under such Lease, in each case except for such obligations the non-performance of which could not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. c. Assignor has full power and authority to execute, deliver and perform its obligations under this Assignment. d. In the event that Assignor receives a written landlord consent from the Lessors under the Leases, this Assignment shall be a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms with respect to those Leases. e. Assignor agrees that Collateral Agent shall have the right, exercisable at any time that the Collateral Agent believes in its commercially reasonable business judgment, that there is a substantial risk that the Assignor will not be able to perform its obligations under the Credit Agreement and the other Credit Documents, to notify the Lessor under any or all of the Leases that the Assignor has executed and delivered this Assignment to the Collateral Agent.

Representations, Warranties and Covenants of Assignor. 2.1 Assignor ----------------------------------------------------- represents, warrants and covenants to Collateral AgentAssignee that: (a) the above premises are true and complete; (b) Assignor is duly organized and validly existing under the laws of the jurisdiction of its formation, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party and to consummate the transactions contemplated hereby and thereby; (c) The execution, delivery and performance by Assignor of this Agreement and the transactions contemplated hereby (i) That Schedule A attached hereto contains a complete list as have been duly authorized by all necessary officers, managers or members of ---------- the date hereof of the LeasesAssignor, (ii) that Assignor is do not contravene the sole owner terms of the entire leasehold interest in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant toAssignor’s organizational documents, or in connection with, the Credit Agreementany amendment thereof, (iii) each Lease is do not materially violate, conflict with or result in any material breach or contravention of, or the creation of any lien under, any contractual obligation of Assignor or any requirement of law applicable to Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor to the knowledge of Assignor; (d) This Agreement has been duly executed and delivered by Assignor and constitutes the legal, valid and enforceablebinding obligations of Assignor, subject to the effect of this Assignment and enforceable against Assignor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity); (e) Assignor is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect; (f) There are no brokerage commissions, finder’s fees or similar fees or commissions payable by any party in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with Assignor or any action taken by Assignor; (g) the full amount of the Assigned Debt is due and similar laws, and has not been altered, modified or amended in any manner, except as shown on Exhibit A, (iv) owing by Debtor to Assignor's knowledge; and (h) Assignor now has a lawful right, neither Assignor nor the Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or the giving of notice would constitute a default under such Lease and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, or permit to be done, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest under any Lease or sublet all or any part of the Premises, (iii) other than upon the expiration of the terms of the respective Leases in accordance with their terms, not alter, modify or change the terms of any Lease in any material respect, or cancel or terminate any Lease, or surrender possession of the Premises, or any part thereof, without the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and (iv) to use reasonable efforts to enforce the performance by the Lessor under each Lease of all of such Lessor's obligations under such Lease. c. Assignor has full power and absolute authority to executeassign its/an unencumbered right, deliver title and perform its obligations under interest in and to the Assigned Debt in the manner setout in Article 1 hereof, according to the true intent and meaning of this AssignmentAgreement. d. In 2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the event that Assignor receives exclusive benefit of Assignee and a written landlord consent from the Lessors under the Leases, this Assignment shall breach of any one or more thereof may be a legal, valid and binding obligation of Assignor, enforceable waived by Assignee in accordance with its terms with respect to those Leases. e. Assignor agrees that Collateral Agent shall have the right, exercisable whole or in part at any time that the Collateral Agent believes without prejudice to its rights in its commercially reasonable business judgment, that there is a substantial risk that the Assignor will not be able respect to perform its obligations under the Credit Agreement and the any other Credit Documents, to notify the Lessor under any or all breach of the Leases that same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the Assignor has executed and delivered signing of this Assignment to the Collateral AgentAgreement.

Representations, Warranties and Covenants of Assignor. Assignor ----------------------------------------------------- represents, warrants warrants, and covenants to the Assignee that: (a) The Assigned Agreement has been duly authorized by all parties thereto, has not been amended or modified since the date thereof, is in full force and effect, is enforceable by the parties thereto, and will be enforceable by the Assignee in accordance with its terms; (b) Assignor owns the Assigned Agreement and all rights thereunder free and clear of any assignment, security interest, lien, charge, or encumbrance except for the security interest created hereunder and as otherwise permitted pursuant to the Intercreditor Agreement; (c) There are no defaults under the Assigned Agreement on the part of any of the parties thereto; (d) All payments due to Assignor under the Assigned Agreement are free from all claims, defenses, and setoffs of every kind whatsoever; (e) There is no financing statement on file covering the Assigned Agreement or other Cuba Business Collateral Agent:except for any financing statement in favor of the Assignee, and except as otherwise permitted pursuant to the Intercreditor Agreement; (f) Upon the filing of a financing statement by the Assignee, the assignment hereunder will create a valid and perfected first priority security interest in the Assigned Agreement and the other Cuba Business Collateral; (g) Assignor is not prohibited by its charter or bylaws, any law, rule, or regulation, or any agreement with any other person, or any judgment or decree, from executing and delivering this assignment of the Assigned Agreement or other Cuba Business Collateral, performing each and every covenant of the Assignor hereunder and in the Assigned Agreement, and meeting each and every condition of this assignment; (h) No authorization, approval, or other action is required or necessary in connection with this assignment by any other person, including but not limited to any governmental authority or regulatory body; (i) That Schedule A attached hereto contains a complete list as The principal place of ---------- the date hereof business and chief executive office of the Leases, (ii) that Assignor is 3000 Xxxxxxx Xxxx, 4th Floor, Fort Lauderdale, Florida 33312 and Assignor covenants that it will not move its principal place of business or chief executive office without the sole owner of the entire leasehold interest in each Lease, free Assignee’s prior written consent; (j) Assignor keeps and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant to, or in connection with, the Credit Agreement, (iii) each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar lawsmaintains, and has not been alteredwill continue to keep and maintain its records concerning the Assigned Agreement and other Cuba Business Collateral at the address in Section 4(i) above; (k) Assignor will fulfill, modified or amended in any manner, except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or the giving of notice would constitute a default under such Lease perform and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, or permit to be done, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest under any Lease or sublet all or any part of the Premises, (iii) other than upon the expiration of the terms of the respective Leases in accordance with their termsAssigned Agreement, not alter, modify or change refrain from doing any act prohibited by the terms of the Assigned Agreement, maintain the Assigned Agreement in full force and effect, enforce the performance and observance of all covenants and conditions of the Assigned Agreement to be performed or observed, appear in and defend any Lease action growing out of, or in any material respectmanner connected with the Assigned Agreement or other Cuba Business Collateral or the obligations or liabilities of Assignor thereunder; and take all action that the Assignee deems necessary to maintain the viability, validity, and enforceability of the Assigned Agreement at the sole cost and expense of the Assignor; (l) Assignor will promptly furnish to the Assignee any notices or other documents it receives under the Assigned Agreement; (m) Assignor will give prompt notice to the Assignee of any claims of default by any party thereto together with a complete copy of any such claim; (n) Assignor will not assign, sell, transfer, or cancel otherwise dispose of the Assigned Agreement or terminate other Cuba Business Collateral; Assignor shall be the owner of the Assigned Agreement free from any Leaseright or claim of any other person, lien, security interest or other encumbrance other than that of Assignee, and Assignor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Assignee, and Assignor shall not pledge, mortgage or create, or surrender possession suffer to exist any right of any person in or claim by any person to the PremisesAssigned Agreement or other Cuba Business Collateral, or any part thereofsecurity interest, lien or encumbrance in the Assigned Agreement or other Cuba Business Collateral in favor of any person, other than the Assignee; (o) Assignor will not terminate, amend, or modify the Assigned Agreement, or waive any breach by any party to the Assigned Agreement, or release any person from liability on account of any warranty or from the performance of any obligation to be performed thereunder, or consent to the foregoing, without the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and the Assignee; (ivp) to use reasonable efforts to enforce the performance by the Lessor under each Lease of all of such Lessor's obligations under such Lease. c. Assignor has full power and authority to execute, deliver and perform its obligations under this Assignment. d. In the event that Assignor receives a written landlord consent from the Lessors under the Leases, this Assignment shall be a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms with respect to those Leases. e. Assignor agrees that Collateral Agent shall have the right, exercisable at any time that the Collateral Agent believes in its commercially reasonable business judgment, that there is a substantial risk that the Assignor will not be able take no action in connection with the Assigned Agreement that will impair its value to perform its obligations under the Credit Agreement Assignee as collateral; and (q) A true, correct, and the other Credit Documents, to notify the Lessor under any or all complete copy of the Leases that the Assignor has executed and delivered this Assignment to the Collateral Agent.Assigned Agreement is attached hereto as Exhibit "A."

Representations, Warranties and Covenants of Assignor. Assignor ----------------------------------------------------- represents, warrants and covenants to Collateral AgentAssignee as follows: (i) That Schedule A attached hereto contains a complete list a. Except as of ---------- the date hereof otherwise provided in Section 8.4 of the LeasesLease, (ii) that Assignor is has not and shall not execute any other assignment of its Intangible Property and the sole owner Lessee Personal Property, or any assignment of its interest in said property, and that it has not and shall not perform any acts or execute any other instruments which might prevent Assignee from fully exercising its rights under any of the entire leasehold interest in each Leaseterms, free covenants and clear and conditions of all Liens, except for this Assignment. b. That the Liens created in favor of the Collateral Agent pursuant to, or in connection with, the Credit Agreement, (iii) each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, enforceable in accordance with its terms and has not been altered, modified modified, terminated or amended renewed, nor have any of the terms and conditions thereof been waived in any manner, manner whatsoever except as shown on Exhibit Aapproved in writing by Assignee and the Lease shall not be altered, (iv) to Assignor's knowledgemodified, neither Assignor nor amended, terminated, renewed or any term or condition thereof waived. c. That there are no defaults now existing under the Lessor under --------- any Lease is in default under such Lease norand there exists no state of facts which, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or the giving of notice or lapse of time or both, would constitute a default under such Lease and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security depositsLease. b. Assignor agrees (i) to observe d. That the Lease shall remain in full force and perform all material obligations imposed upon Assignor as effect irrespective of any merger of the interests of the lessor and lessee under each Lease the Lease. e. That in the event of any Event of Default, which is not cured within the applicable period, Assignee may, subject to any requirements of Governmental Authorities, at its option, enter into and not to do, or permit to be done, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest under any Lease or sublet upon the Premises and take possession of all or any part of the PremisesIntangible Property and Lessee Personal Property and may exclude Assignor, (iii) other than upon the expiration except as otherwise provided in Section 8.4 of the terms of Lease, all persons claiming under Assignor, wholly or partly therefrom; and, holding the respective Leases in accordance with their termssame, not alterAssignee may sell, modify sublease, assign or change the terms of any Lease in any material respectotherwise transfer, or cancel or terminate any Leaseuse, or surrender possession of administer, manage, operate, and control, the Premises, Intangible Property and Lessee Personal Property located on the Premises or any part thereof, without and may exercise all rights and powers of Assignor in the prior written consent Lease, in the name, place and stead of Collateral AgentAssignor, which consent or otherwise, as the Assignee shall deem best; and in the exercise of any of the foregoing rights and powers, Assignee shall not be unreasonably withheld and (iv) liable to use reasonable efforts Assignor for any loss or damage thereby sustained unless due solely to enforce the performance by the Lessor under each Lease of all of such Lessor's obligations under such Lease. c. Assignor has full power and authority to execute, deliver and perform its obligations under this Assignment. d. In the event that Assignor receives a written landlord consent from the Lessors under the Leases, this Assignment shall be a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms with respect to those Leases. e. Assignor agrees that Collateral Agent shall have the right, exercisable at any time that the Collateral Agent believes in its commercially reasonable business judgment, that there is a substantial risk that the Assignor will not be able to perform its obligations under the Credit Agreement and the other Credit Documents, to notify the Lessor under any willful misconduct or all gross negligence of the Leases that the Assignor has executed and delivered this Assignment to the Collateral AgentAssignee.