Amended and Restated Master Lease Agreement

PORTIONS OF THIS EXHIBIT MARKED BY [***] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Lease”), dated as of the 27th day of March, 2012, by and between New Private Restaurant Properties, LLC, a Delaware limited liability company (collectively with its successors and assigns, “Landlord”), having offices at 2202 North West Shore Boulevard, Suite No. 470C, Tampa, FL 33607 Attention: Chief Financial Officer, and Private Restaurant Master Lessee, LLC, a Delaware limited liability company (collectively with its successors and assigns, “Tenant”), having its principal offices at 2202 North West Shore Boulevard, Suite No. 500, Tampa, FL 33607, Attention: Chief Financial Officer.

This Lease constitutes a single, unitary, indivisible, non-severable lease of all the Leased Property. This Lease does not constitute separate leases contained in one document each governed by similar terms. The use of the expression “unitary lease” to describe this Lease is not merely for convenient reference. It is the conscious choice of a substantive appellation to express the intent of the parties in regard to an integral part of this transaction. To accomplish the creation of an indivisible lease, the parties intend that from an economic point of view the portions of the property locations leased pursuant to this Lease constitute one economic unit and that the Base Rent and all other provisions of this Lease have been negotiated and agreed to based on a demise of all the portions of the property locations covered by this Lease as a single, composite, inseparable transaction. All provisions of this Lease, including definitions, commencement and expiration dates, rental provisions, use provisions, renewal provisions, removal provisions, breach, default, enforcement and termination provisions and assignment and subletting, shall apply equally and uniformly to all the Leased Property as one unit and are not severable. A default of any of the terms or conditions of this Lease occurring with respect to any Leased Property shall be a default under this Lease with respect to all the Leased Properties. The provisions of this Lease shall at all times be construed, interpreted and applied such that the intention of Landlord and Tenant to create a unitary lease shall be preserved and maintained. For the purposes of any assumption, rejection or assignment of this Lease under 11 U.S.C. Section 365 or any amendment or successor section thereof, this is one indivisible and non-severable lease dealing with and covering one legal and economic unit which must be assumed, rejected or assigned as a whole with respect to all (and only all) the Leased Properties covered hereby. The Lease is intended to be a true lease and not a secured financing for Tenant, and by entering into this Lease Landlord does not, and does not intend to, convey to Tenant any interest in the Leased Property except leasehold interests to the extend provided for hereunder, and Tenant does not, and does not intend to, obtain, hold or retain any interest in the Leased Property except leasehold interests to the extent provided for hereunder. Landlord and Tenant agree that this Lease shall not be construed in any manner to create any relationship between the parties thereto other than as landlord and tenant.

WHEREAS, Private Restaurant Properties, LLC (“Original Landlord”) and Tenant entered into that certain Master Lease Agreement, dated as of June 14, 2007 (as subsequently amended pursuant to that certain First Amendment to Master Lease Agreement, dated as of September 15, 2007, and as may have been further amended, supplemented, restated or otherwise modified from time to time prior to the date hereof, the “Original Lease”), pursuant to which Original Landlord agreed to let to Tenant, and Tenant agreed to lease from Landlord, certain parcels of real property and improvements described therein;

WHEREAS, on the date hereof, Original Landlord has conveyed all of its right, title and interest in and to the Leased Properties (as defined below) to Landlord and assigned to Landlord all of Original Landlord’s right, title and interest in the Original Lease as they relate to the Leased Properties; and

WHEREAS, Landlord and Tenant now wish to amend and restate the Original Lease to (i) extend the term of the Original Lease to March 27, 2027 and (ii) effect such other amendments thereto as are hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing Statement of Intent, which is hereby incorporated by this reference, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

Section 1.1 Leased Property. Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to Tenant and Tenant leases from Landlord all of Landlord’s right, title and interest in and to all of the following (each, a “Leased Property” and collectively, the “Leased Properties”):

(i) those certain tracts, pieces and parcels of land, as more particularly described in Exhibit A attached hereto and made a part hereof (collectively, the “Land”);

(ii) all buildings, structures, and other improvements of every kind, including alleyways, sidewalks, utility pipes, conduits and lines, parking areas and roadways appurtenant to such buildings and structures presently or hereafter situated upon the Land (collectively, the “Leased Improvements”);

(iii) all easements, rights and appurtenances relating to the Land and the Leased Improvements; and

Section 1.2 Release of Outparcels. Notwithstanding anything herein to the contrary, Landlord shall have the right from time to time to remove from this Lease any Outparcel comprising a part of a Leased Property as well as grant in connection therewith in respect of the Leased Property remaining subject to this Lease reasonable easements, restrictions, covenants, reservations and rights of way for, among other things, traffic circulation, ingress, egress, parking, access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, including subjecting and/or converting such individual Leased Property and Outparcel to a condominium form of ownership (provided the related Condominium Documents do not materially increase Tenant’s obligations hereunder or require

Tenant or its Affiliates to modify the accounting treatment or classification of this Lease, as determined by Tenant’s or its Affiliates’ auditors), all at no cost to Tenant and with no adjustment in Rent (other than a reduction in Taxes and Other Charges as a result of the removal of such Outparcel from this Lease); provided, in each such case, (x) such Outparcel shall be used for the purpose of erecting, maintaining and operating other structures and improvements not inconsistent with the use of the related Leased Property, and (y) such removal will not materially adversely affect either the value of the remaining portion of the related Leased Property (as distinguished from the value of the entire applicable Leased Property) or the net operating income of the remaining portion of the Leased Property (taking into account, to the extent applicable, any potential loss of revenue resulting if the transfer and development of the Outparcel by Landlord were not to occur), as supported by the Officer’s Certificate of Landlord described below. As used herein, “Outparcel” shall mean those properties described as Outparcels and Leasable Building Pads on Schedule 1.2 hereto. In connection with any removal of an Outparcel permitted pursuant to this Section 1.2, Tenant agrees to execute and deliver any instrument reasonably necessary or appropriate to facilitate said action, including, if requested by Landlord, a cross easement agreement and a subordination of this lease to any Condominium Documents or other Property Documents created in connection therewith, subject to Tenant’s receipt of:

3. an amendment to the legal description attached as an exhibit to this Lease implementing the proposed removal, including a metes and bounds description of the portion of the Land at the relevant Leased Property that will continue to be subject to this Lease after the proposed removal of such Outparcel; and

4. copies of all Property Documents or Condominium Documents created in connection with the release of such Outparcel that will affect the remaining Leased Property.

Section 1.5 Term. The term of this Lease (the “Term”) shall commence on the Commencement Date and shall expire at 11:59 p.m. (California time) on March 26, 2027 unless otherwise terminated as provided herein.

Section 1.6 No Merger of Landlord’s Interest. If Landlord or any Affiliate of Landlord shall purchase any fee or other interest in a Leased Property that is superior to the interest of Landlord, then the estate of Landlord and such superior interest shall not merge.

Section 1.8 Removed Properties. In the event that any Leased Property is removed from this Lease pursuant to the terms hereof (each, a “Removed Property”) the date of removal (such date, the “Property Removal Date”) shall be (a) the date of Condemnation, in the case of any removal of a Leased Property as described in Section 10.3(a); (b) the Rent Payment Date specified in the applicable notice removing a Leased Property, in the case of a removal of a Leased Property from the Lease as described in Section 10.2, 10.3(b) or 12.1, and, except for any EOD Removed Property, all sums payable by Tenant hereunder, including the Rent with respect to such Leased Property to be released, shall be prorated through and including the Property Removal Date. As of and effective upon the applicable Property Removal Date, this Lease shall be automatically deemed amended to: (i) remove such Removed Property herefrom and all obligations of Tenant hereunder from and after the Property Removal Date with respect thereto (except for any such obligations that expressly survive such removal, and except with respect to any EOD Removed Property); (ii) exclude the applicable Removed Property from the definition of Leased Properties; (iii) (A) in the case of a removal of a Leased Property as described in Section 10.2, reduce the Base Rent in respect of each Lease Year by the Casualty Rent Reduction Amount (which reduction shall be effective as of the Rent Payment Date first occurring after the related Casualty and shall be prorated with respect to the Lease Year during which the related Casualty occurs), and reduce the amount of Additional Charges by the amounts thereof related and attributable to such Removed Property, and (B) in the case of a removal of a Leased Property as described in Section 10.3(a) or 10.3(b), reduce the Base Rent in respect of each Lease Year by the Condemnation Rent Reduction Amount (which reduction shall be effective as of the Rent Payment Date first occurring after the related Condemnation and shall be prorated with respect to the Lease Year during which the related Condemnation occurs), and reduce the amount of Additional Charges by the amounts thereof related and attributable to such Removed Property (with the parties hereby acknowledging that no reductions of Base Rent or Additional Charges shall occur by reason of any removal of an EOD Removed Property); and (iv) remove the information relevant to such Removed Property from each of the other schedules and exhibits hereto. With respect to any Removed Property, the terms of items (i) through (iv) above shall not limit the liability of Tenant for any obligations owed by Tenant to Landlord on account of such removal of the Removed Property for events occurring prior to the Property Removal Date. None of the terms of items (ii) or (iv) shall be deemed to limit Landlord’s remedies following the removal from this Lease of any EOD Removed Property. If requested by either party, Landlord and Tenant shall execute and enter into a confirmatory amendment to this Lease reflecting the removal of any Removed Property herefrom in the form attached hereto as Exhibit C, and the parties shall execute any such amendment promptly (and in any event within ten (10) Business Days) after the requesting party submits such amendment, properly filled out, to the other for execution; provided, however, that Tenant shall have no right to request, and Landlord shall have no obligation to execute, any such amendment following the removal from this Lease of any EOD Removed Property. For the avoidance of doubt, the parties acknowledge and agree that the provisions of this Section 1.8 shall not apply to the removal of any Outparcel from this Lease pursuant to Section 1.2.

Section 2.1 Definitions. For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (i) the terms defined in this Article II have the meanings assigned to them in this Article II and include the plural as well as the

singular, (ii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as at the time applicable, (iii) all references in this Lease to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Lease, (iv) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision, (v) the term “including” and words of similar import shall be deemed to be followed by the phrase “without limitation” (unless already followed by such phrase or a phrase of similar effect) (vi) the term “attorneys’ fees” and “attorneys’ fees and expenses” and words of similar import shall be deemed preceded with the word “reasonable” (unless already preceded by such word), (vii) the phrase “Leased Property” shall be deemed to be followed by the phrase “or any portion thereof” (unless already followed by such phrase or a phrase of similar effect) and (viii) where any party is required to not unreasonably withhold its consent or approval hereunder, such party shall be required to not unreasonably withhold, condition or delay such consent or approval.

Abandoned FF&E Sale Amounts: The amount of any cash proceeds received by Landlord as consideration for any sale of any Abandoned FF&E to a third party, in each case net of Landlord’s out of pocket expenses and taxes paid in connection with such sale.

Affiliate: With respect to any specified Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with, or any general partner or managing member in, such specified Person. An Affiliate of a Person includes, without limitation, (i) any officer or director of such Person, and (ii) any Affiliate of the foregoing; provided, however, that no Sponsor Portfolio Company shall be deemed to be an Affiliate of Sponsors. Notwithstanding the above, for purposes of this definition, references to an Affiliate of Guarantor or its subsidiaries shall not include PropCo or its subsidiaries. In addition, for the purposes of this Lease, (x) Guarantor and its Controlled Affiliates (including Tenant) shall not be Affiliates of Landlord, and PropCo and its Controlled subsidiaries (including Landlord) shall not be Affiliates of Tenant and (y) the Persons listed on Schedule 2B shall be deemed to be Affiliates of Guarantor.

Affiliated Sublease: A Sublease under which the Subtenant is a Close Subsidiary of Guarantor. Affiliated Subleases shall include Concept Subleases, Pass-Through Subleases and RLP Subleases.

Allowed Claim: A claim against Tenant or Guarantor as a debtor in a Bankruptcy Proceeding for any amounts owed pursuant to the terms of this Lease, including, without limitation, any rejection damages arising from a Lease Rejection, to the extent such claim is: (a) scheduled by the debtor pursuant to the Bankruptcy Code and Bankruptcy Rules in a liquidated amount and not listed as contingent, unliquidated, zero, undetermined or disputed, and as to which (i) no objection has been filed, and (ii) no contrary proof of claim has been filed,

(b) a claim proof of which has been timely filed, or deemed timely filed with the bankruptcy court pursuant to the Bankruptcy Code, the Bankruptcy Rules and/or any applicable Final Orders of the bankruptcy court, or late filed with leave of court, and not objected to within the period fixed by the Bankruptcy Code, the Bankruptcy Rules and/or applicable orders of the bankruptcy court, or (c) that has otherwise been allowed by a Final Order.

Annual Budget: The variable operating expense budget for each Leased Property prepared by Tenant for the applicable Fiscal Year or other period setting forth, in reasonable detail, Tenant’s good faith estimates of the anticipated variable operating expenses for each Leased Property, including Variable Additional Charges, Scheduled Additional Charges, Base Rent, sales projections and planned capital expenditures.

Approved Bank: A bank or other financial institution which has a minimum long-term unsecured debt rating of at least “AA” and a minimum short-term unsecured debt rating of at least “A-1+” by each of the Rating Agencies, or if any such bank or other financial institution is not rated by all the Rating Agencies, then a minimum long-term rating of at least “AA” and a minimum short-term unsecured debt rating of at least “A-1+”, or their respective equivalents, by two of the Rating Agencies, but in any event one of the two Rating Agencies shall be S&P, it being understood that the AA and A-1+ benchmark ratings and other benchmark ratings in this Lease are intended to be the ratings, or the equivalent of ratings, issued by S&P.

Award: Any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of any Leased Property.

Bankruptcy Code: Title 11, U.S.C.A., as amended from time to time and any successor statute thereto.

Bankruptcy Proceeding: Any proceeding under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law.

Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure and the local rules of any bankruptcy court, as now in effect or hereafter amended.

Base Transfer Conditions: With respect to any Transfer for which the Base Transfer Conditions are required to be satisfied pursuant to the terms of this Lease, the following conditions to such Transfer: (a) Landlord and Landlord’s Lender shall each receive no less than thirty (30) days prior written notice of such Transfer; and (b) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing.

Bonds: Appeal bonds, security bonds, payment and performance bonds or similar surety bonds issued by a surety reasonably acceptable to Landlord.

Building Equipment: The machinery, appliances, apparatus, equipment, fittings, Fixtures, materials, articles of personal property and goods of every kind and nature whatsoever used in connection with the Land and/or the Leased Improvements and all additions to and renewals, products and replacements thereof, and all substitutions therefor, now or hereafter affixed to, attached to, placed upon or located upon or in the Land and/or the Leased Improvements, or any part thereof, in each case used or usable or intended to be used in connection with the complete and comfortable use, ownership, management, maintenance, enjoyment or operation of the Land and/or the Leased Improvements in any present or future occupancy or use thereof, including, but without limiting the generality of the foregoing, all heating, lighting, laundry, cooking, incinerating, loading, unloading and power equipment, boilers, dynamos, engines, pipes, pumps, tanks, motors, conduits, switchboards, plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigerating, ventilating and communications apparatus, air cooling and air conditioning apparatus, building materials and equipment, elevators, escalators, carpeting, shades, draperies, awnings, screens, doors and windows, blinds, furnishings.

Business Day: Any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

Cash: Coin or currency of the United States of America or immediately available federal funds, including such funds delivered by wire transfer.

Cash and Cash Equivalents: Any one or a combination of the following: (i) Cash, and (ii) U.S. Securities.

Casualty Rent Reduction Amount: With respect to a Leased Property removed from this Lease following a Casualty as provided in Section 10.2, the product of (i) 8.381%, multiplied by (ii) the sum of (A) the total amount of casualty insurance proceeds received by Landlord by reason of such Casualty (and not including any rental interruption proceeds), plus (B) the Post-Casualty Value.

Close Affiliate: With respect to any Person (the “First Person”) any other Person (each, a “Second Person”) which is an Affiliate of the First Person and in respect of which any of the following are true: (a) the Second Person owns, directly or indirectly, at least seventy-five percent (75%) of all of the legal, beneficial and/or equitable interest in such First Person, (b) the First Person owns, directly or indirectly, at least seventy-five percent (75%)of all of the legal, beneficial and/or equitable interest in such Second Person, or (c) a third Person owns, directly or indirectly, at least seventy-five percent (75%) of all of the legal, beneficial and/or equitable interest in both the First Person and the Second Person.

Close Subsidiary: A “Close Subsidiary” of a Person shall mean a Subsidiary of such Person, no less than seventy-five percent (75%) of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by Legal Requirements) are owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person.

Concept: (a) Each of Bonefish Grill, Carrabba’s Italian Grill, Fleming’s Prime Steakhouse and Wine Bar, Outback Steakhouse and Roy’s Restaurant; provided, however, that any such restaurant brand shall constitute a Concept only for so long as such brand is owned by Guarantor or its Close Subsidiaries, and (b) any future restaurant brand owned by Guarantor or its Close Subsidiaries, so long as at the time that one or more Leased Properties are first opened for operation under such new restaurant brand, no less than twenty (20) restaurants in the United States (including, but not limited to, such Leased Properties) are open and operated by Guarantor or its Close Subsidiaries under such new restaurant brand.

Concept Sublease: Any Sublease entered into by a Concept Subsidiary and Tenant, together with any amendments thereto or replacements thereof, for all or any portion of the Leased Properties as and to the extent permitted under the terms and conditions of this Lease. As of the Commencement Date, the Concept Subleases are those certain Amended and Restated Subleases, each dated as of the Commencement Date, between Tenant, as sublandlord, and one of the following as subtenant: Outback Steakhouse of Florida, LLC, Carrabba’s Italian Grill, LLC, Bonefish Grill, LLC, OS Pacific, LLC or OS Prime, LLC.

Concept Subsidiary: Any direct or indirect Close Subsidiary of Guarantor that operates any Leased Property as a Concept Restaurant Location located thereon, either directly or indirectly through RLP Subleases, in accordance with the terms of this Lease. As of the Commencement Date, the Concept Subsidiaries are Carrabba’s Italian Grill, LLC, Outback Steakhouse of Florida, LLC, Bonefish Grill, LLC, OS Pacific, LLC and OS Prime, LLC.

Condemnation Rent Reduction Amount: With respect to a Leased Property removed from this Lease following a Condemnation as provided in Section 10.3(a) or 10.3(b), the product of (i) 8.381%, multiplied by (ii) the sum of (A) the total amount of the Award received by Landlord in connection with such Condemnation of such Leased Property, plus (B) the Post-Condemnation Value.

Condominium Documents: Condominium declarations; bylaws, covenants, conditions and restrictions relating to a condominium regime; and similar recorded agreements and instruments affecting any Leased Property and binding upon and/or benefiting Landlord or Tenant and other third parties as disclosed in the Title Policy or amendments thereto hereafter consented to by Tenant.

Continuing Directors: The directors of HoldCo on the Commencement Date, and each other director of HoldCo if such other director’s nomination for election to the board of directors of HoldCo (or Guarantor after a Qualifying IPO of Guarantor) is recommended by a majority of the then Continuing Directors or such other director receives (i) the vote of one or more of the Permitted Holders or (ii) following a Transfer to one or more Permitted Transferees permitted under this Lease, the vote of one or more of such Permitted Transferees in such director’s election by the stockholders of HoldCo (or Guarantor after a Qualifying IPO of Guarantor).

Continuously Operate: With respect to any Restaurant Location, if such Restaurant Location is not a Go Dark Restaurant Location.

Control: The possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and Control shall not be deemed absent solely because another member, partner or other Person shall have a veto with respect to major decisions and shall not be deemed absent solely because such other member, partner or other Person has been granted such veto right, and the terms Controlled, Controlling and Common Control shall have correlative meanings.

De Minimis Amounts: With respect to any given level of Hazardous Substances, that level or quantity of Hazardous Substances in any form or combination of forms, the use, storage or release of which does not constitute a violation of, or require regulation, remediation, reporting or monitoring under, any Environmental Laws and is customarily employed in the ordinary course of, or associated with, similar businesses located in the states in which the relevant Leased Property is located.

Default: The occurrence of any event hereunder which, but for the giving of notice or passage of time, or both, would be an Event of Default hereunder.

Depositary: Landlord or, at Landlord’s election, Landlord’s Lender or a depositary selected by Landlord, it being agreed that different Persons may serve as Depositary at any one time and from time to time.

Disqualified Transferee: Any Person that (i) has been convicted in a criminal proceeding of a felony or a crime involving moral turpitude or that is an organized crime figure or is reputed (as determined by Landlord and Landlord’s Lender in their sole discretion) to have substantial business or other affiliations with an organized crime figure; (ii) has at any time filed a voluntary petition under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (iii) as to which an involuntary petition has at any time been filed under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law and which was not dismissed prior to the entry of an order for relief; (iv) has at any time filed an answer consenting to or acquiescing in any involuntary petition filed against it by any other person under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (v) has at any time consented to or acquiesced in or joined in an application for the appointment of a custodian, receiver, trustee or

examiner for itself or any of its property; or (vi) has at any time made an assignment for the benefit of creditors, or has at any time admitted its insolvency or inability to pay its debts as they become due; provided, however, with regard to any Person that would otherwise be a “Disqualified Transferee” by reason of any one or more of clauses (ii) through (vi) above, such Person shall not be a Disqualified Transferee if, at the time of determination, (A) such Person is solvent, such Person and such Person’s property is not subject to a custodian, receiver, trustee or examiner, and neither such Person nor its debts or assets are subject to any federal or state bankruptcy or insolvency proceeding, and (B) such Person has been reasonably approved by Landlord and Landlord’s Lender.

Eligible Collateral: U.S. Securities, Cash and Cash Equivalents, Bonds, Title Endorsements and Letters of Credit, or any combination of the foregoing.

Environmental Conditions: The conditions of Environmental Media and the conditions of any part of the Leased Properties, including building materials, that affect or may affect Environmental Media.

Environmental Laws: Any and all of the following as applicable to Tenant and/or any of the Leased Properties: present and future federal, state and local laws (whether under common law, statute, ordinance, rule, regulation or otherwise), court or administrative orders or decrees, requirements of permits issued with respect thereto, and other requirements of governmental authorities relating to any Hazardous Substances or Hazardous Substances activity (including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §§9601, et seq.) as heretofore or hereafter amended from time to time).

Environmental Media: Soil, fill material, or other geologic materials at all depths, groundwater at all depths, surface water including storm water and sewerage, indoor and outdoor air, and all living organisms, including all animals and plants, whether such Environmental Media are located on or off the Leased Properties.

EOD Removed Property: Any Leased Property removed from this Lease by Landlord as an exercise (without limitation) of its remedies under this Lease in connection with an Event of Default.

Equity Interests: (i) any ownership, management or membership interests in any limited liability company, (ii) any general or limited partnership interest in any partnership, (iii) any common, preferred or other stock interest in any corporation, (iv) any share, participation, unit or other interest in the property or enterprise of an issuer that evidences ownership rights therein, (v) any ownership or beneficial interest in any trust or, (vi) any option, warrant or other right to convert into or otherwise receive any of the foregoing.

ERISA: The United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

Fair Market Rental: With respect to a particular Leased Property, the rental that a willing tenant not compelled to rent would pay a willing landlord not compelled to let for such Leased Property for the Primary Intended Use, excluding all capital improvements (as distinguished from necessary repairs and replacements) paid for by Tenant, determined in accordance with the appraisal procedures set forth in Section 23.1 or in such other manner as shall be mutually acceptable to Landlord and Tenant.

Final Order: An order or judgment of a bankruptcy court, as entered on the docket of the bankruptcy court, that has not been reversed, stayed, modified, or amended, and as to which: (a) the time to appeal, seek review or rehearing or petition for certiorari has expired and no timely filed appeal or petition for review, rehearing, remand or certiorari is pending; or (b) any appeal taken or petition for certiorari filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought, provided, however, that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or other rules governing procedure in cases before the bankruptcy court, may be filed with respect to such order shall not cause such order not to be a Final Order.

Fiscal Year: Each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of this Lease or the portion of any such twelve (12) month period falling within the term of this Lease in the event that such a twelve (12) month period occurs partially before or after, or partially during, the term of this Lease.

Fixed Charge Coverage Ratio: As of any date, the ratio of the TTM EBITDAR of the Leased Properties to the Base Rent for the same twelve month period. For the first twelve months of the Term, the Fixed Charge Coverage Ratio shall be calculated based on notional Base Rent in respect of the relevant period prior to the Commencement Date equal to Base Rent for the applicable Leased Property. From and after the removal of any Leased Property from the Lease pursuant to Section 10.2, 10.3 or 12.1, (i) the calculation of the Fixed Charge Coverage Ratio shall exclude TTM EBITDAR for such Removed Property (for the entire applicable twelve (12) month period in such calculation, including any portion of such period prior to such removal), and (ii) Base Rent in the calculation of the Fixed Charge Coverage Ratio shall be reduced if and to the extent provided in Section 1.8 (for the entire applicable twelve-month period in such calculation, including any portion of such period prior to such removal).

Fixtures: “Fixtures” shall have the meaning set forth in the Uniform Commercial Code in effect in the State of New York, and, in addition, shall include the following: general, non-specialized building mechanical, electrical and plumbing and HVAC systems and equipment,

elevators and escalators (together with all related controls equipment, parts and supplies used to service, repair, maintain and equip the foregoing), sprinkler systems, fire suppression/fire alarm systems, security system, awnings, ceiling tile and grids, restroom and utility plumbing fixtures, carpeting, hard wood flooring, domestic water heaters, brick pizza ovens, and general and emergency lighting, all of which, to the greatest extent permitted by law, are hereby deemed by the parties to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but excluding all items included within Tenant’s Personalty. Without limiting the generality of the foregoing, with respect to any Concept restaurant, the term Fixtures shall specifically include the items set forth as “Fixtures” on Schedule 2C.

Founders: (i) Christopher T. Sullivan, Robert D. Basham and J. Timothy Gannon, or in the event of any such Person’s death such Person’s estate; (ii) any trust Controlled by any of the Persons described in clause (i) (or in the event of the death or incompetency of any such Person, such Person’s estate, executor, administrator or committee administering such estate) created for the benefit of any of the Persons described in clause (i) or any of (or any combination of) the spouses, ancestors, siblings, descendants (including children or grandchildren by adoption) and the descendants of any of the siblings of the Persons referred to in clause (i), or any trust for the benefit of such Person Controlled by any of the Persons described in clause (i) (or in the event of the death or incompetency of any such Person, such Person’s estate, executor, administrator or committee administering such estate); or (iii) any entity that both (a) is Controlled by any of the Persons described in clause (i) (or in the event of the death or incompetency of any such Person, such Person’s estate, executor, administrator or committee administering such estate) and (b) no less than fifty-one percent (51%) of the Equity Interests in which entity are owned by any of the Persons described in any of clauses (i) or (ii) above.

GAAP: Generally accepted accounting principles from time to time in effect and as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S. accounting profession, to the extent such principles are applicable to the facts and circumstances on the date of determination; provided, however, that if Tenant notifies Landlord that Tenant requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Commencement Date in GAAP or in the application thereof on the operation of such provision (or if Landlord notifies Tenant that Landlord requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

Go Dark: With respect to any Restaurant Location (a Restaurant Location that shall Go Dark is sometimes referred to herein as a “Go Dark Restaurant Location”) (a) if the Restaurant Location is not open for business to the public for a period of thirty (30) consecutive days, unless such closure (i) is a result of a condemnation or casualty or other damage or injury to such Leased Property, provided that, in the event Tenant elects to undertake the Restoration pursuant to Section 10.2(a)(i) or Section 10.3(b), only so long as Tenant (A) promptly and diligently

pursues and completes repair or restoration of such Restaurant Location pursuant to the terms of this Lease, or takes other appropriate actions to resolve such closure, and (B) reopens such Restaurant Location to the public no later than two hundred seventy (270) days after the date of the initial closure, subject to an extension not to exceed an additional two hundred seventy (270) days in the event that such closure continues due to Unavoidable Delay, upon the expiration of which, such Restaurant Location shall be a Go Dark Restaurant Location; or (ii) subject to the proviso below, is temporary and is in connection with an Alteration permitted hereunder, so long as Tenant (A) promptly and diligently pursues and completes such Alteration pursuant to the terms of this Lease, and (B) reopens such Restaurant Location to the public no later than one hundred eighty (180) days after the date of the initial closure, subject to an extension not to exceed sixty (60) days in the event that such closure continues due to Unavoidable Delay, upon the expiration of which, such Restaurant Location shall be a Go Dark Restaurant Location; provided, however, that no greater than ten percent (10%) of all Restaurant Locations under this Lease at the time of determination (rounded up to the nearest whole number, which number as of the Commencement Date is 27 based on 261 Restaurant Locations under this Lease as of the Commencement Date) shall be permitted to be closed pursuant to this clause (a)(ii) at any one time; and (b) if the Restaurant Location is a Go Dark Purchase Option Property, if the Restaurant Location is not open for business to the public for any period of time, and such closure would constitute an event after which a purchase right, termination right, recapture right or option could be triggered (regardless of the applicability of the provisions of the foregoing clause (a) that would otherwise result in such Restaurant Location not being considered a Go Dark Restaurant Location).

Go Dark Leased Property: The meaning set forth in the definition of “Go Dark” above.

Go Dark Purchase Option Property: Any Restaurant Location having an Operating Agreement or other agreement of record (or off record and evidenced by a recorded memorandum) which contains a purchase right, termination right, recapture right or option that would be exercisable if such Restaurant Location is not open for business to the public for a period designated in such Operating Agreement or other agreement of record, including, but not limited to, the Restaurant Locations listed on Schedule 1.3 which are specifically designated as having such a purchase right, termination right, recapture right or option.

Go Dark/Sublease Limit: At any given time, fourteen percent (14%) of the Restaurant Locations that remain subject to this Lease at the time of determination (rounded up to the nearest whole number). As of the Commencement Date, the Go Dark/Sublease Limit is equal to 37 Restaurant Locations based on 261 Restaurant Locations being subject to this Lease as of the Commencement Date.

Governmental Authority: Any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

Guarantor Asset Covenants: The following covenants pertaining to Guarantor, except to the extent such covenants are no longer complied with as a result of a foreclosure (or transfer in lieu thereof) of the Liens granted by HoldCo, Guarantor or any of Guarantor’s Subsidiaries resulting from the exercise of remedies as set forth in the Guarantor Facility: (i) Guarantor shall continue to own, directly or through Close Subsidiaries, the restaurant brands and related intellectual property and businesses known as “Outback Steakhouse” and “Carrabba’s Italian Grill”; (ii) Guarantor shall not dispose of all or substantially all of its assets, exclusive of transfers to and among Guarantor’s Close Subsidiaries; and (iii) Tenant shall continue to be a wholly owned Subsidiary of Guarantor and Guarantor shall not permit and shall not consent to any assignment by Tenant of its interest in this Lease or its rights and interests thereunder.

Guarantor Facility: The credit facilities provided under the Credit Agreement, dated as of June 14, 2007, by and among Guarantor, as borrower, HoldCo, Deutsche Bank AG, New York Branch, as Administrative Agent, and the other lenders from time to time party thereto, and any amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or refinancings thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof or adds additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders; provided, however, that in no event shall such credit facilities, or any amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or refinancings thereof, be secured in whole or in part by the direct or indirect Equity Interests in Holdco Parent or any of its direct or indirect parent entities or in HoldCo or any Intermediate Holdco Entity.

Guaranty: The Guaranty of this Lease executed by Guarantor in favor of Landlord, a copy of which is attached hereto as Exhibit B.

Guaranty Event of Default: An “Event of Default” as defined in the Guaranty.

Hazardous Substances: Any of the following: (i) any chemical, compound, material, mixture or substance that is now or hereafter defined or listed in, or otherwise classified pursuant to, any Environmental Laws as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous waste”, “infectious waste”, “toxic substance”, “toxic pollutant” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or “EP toxicity” and (ii) any petroleum, natural gas, natural gas liquid, liquefied natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas), ash produced by a resource recovery facility utilizing a municipal solid waste stream, and drilling fluids, produced waters, and other wastes associated with the exploration, development or reduction of crude oil, natural gas, or geothermal resources. Without limiting the foregoing, Hazardous Substances shall also include asbestos and asbestos-containing materials and polychlorinated biphenyls.

Independent: When used with respect to any Person, a Person who: (i) does not have any direct financial interest or any material indirect financial interest in Landlord, any Affiliate of Landlord, Tenant, or any Affiliate of Tenant, (ii) is not connected with Landlord, any Affiliate of Landlord, Tenant, or any Affiliate of Tenant, as an officer, employee, promoter, underwriter, trustee, partner, member, manager, creditor, director, customer or supplier (other than a customer or supplier in the ordinary course of business on terms applicable generally to all customers and suppliers) or person performing similar functions and (iii) is not a member of the immediate family of a Person defined in clause (i) or (ii) above.

Independent Leasing Broker: (a) Cushman & Wakefield, or (b) such other Independent leasing broker which (i) is a reputable, nationally or regionally recognized leasing broker having at least five (5) years’ experience in the leasing of commercial restaurant properties, (ii) has, during the five (5) year period immediately prior to its engagement by Tenant to provide the certificate required under Section 8.2(j)(iv), acted as leasing broker for commercial properties with leasable square footage equal to at least the lesser of (A) 1,000,000 leasable square feet and (B) five (5) times the leasable square feet of the Leased Properties, and (iii) is not the subject of a bankruptcy or similar insolvency proceeding.

Institutional Lender: Any one or more of the following: a bank, investment bank, trust company, broker-dealer, insurance company, separate account, pension fund, retirement plan, governmental agency, real estate investment trust, investment company, investment company adviser or pension fund adviser, or any Affiliate of any of the foregoing, in each case, whether acting for its own account or as a trustee, fiduciary or agent of others.

Insurance Requirements: Collectively, (i) all material terms of any insurance policy required hereunder, (ii) all material regulations and then-current standards applicable to or affecting the Leased Properties or any part thereof or any use or condition thereof, which may, at any time, be recommended by the National Board of Fire Underwriters, if any, having jurisdiction over the Leased Property, or such other body exercising similar functions.

Interest Rate: The rate of interest, as of any date, equal to one month LIBOR, as reasonably determined by Landlord, plus one hundred seventy-five (175) basis points.

Intermediate HoldCo Entity: Any Person satisfying all of the following: (a) one hundred percent (100%) of the direct or indirect Equity Interests in such Person are owned by, and such Person is Controlled by, Holdco Parent, (b) such Person owns, directly or indirectly, one hundred percent (100%) of the Equity Interests in, and Controls, HoldCo, and (c) such Person does not own, directly or indirectly, any Equity Interest in any Person other than another Intermediate HoldCo Entity (if any) and, indirectly by virtue of its direct or indirect Equity Interests in HoldCo, the Persons in which HoldCo owns a direct or indirect Equity Interest. As of the Commencement Date, there are no Intermediate HoldCo Entities.

Inventory: As defined in and subject to the provisions of the Uniform Commercial Code as in effect in the State of New York.

IP Removal Costs: Any reasonable out-of-pocket costs incurred by Tenant, Guarantor and any of Guarantor’s Subsidiaries in connection with the removal, destruction or concealment of any Tenant Proprietary/IP Material from any tangible Personal Property or Trade Fixtures as to which Landlord has exercised the Purchase Option.

Landlord Liens: Liens on or against the Leased Property or this Lease or any payment of Rent (i) in favor of any taxing authority by reason of any tax excluded from the definition of “Taxes” hereunder owed by Landlord, (ii) any easements, rights of way, restrictions or other similar encumbrances encumbering any Leased Property and entered into by Landlord after the Commencement Date (including any amendments entered into by Landlord after the date hereof to any easements, rights of way, restrictions or other similar encumbrances encumbering any Leased Property and existing on the Commencement Date), unless Tenant shall have consented thereto (such consent not to be unreasonably withheld), or (iii) securing Landlord’s Debt.

Landlord’s Debt: The loan in the aggregate principal amount of $324,800,000 made to Landlord pursuant to that certain Loan and Security Agreement, dated as of March 27, 2012, as the same may be modified, increased or reinstated from time to time.

Landlord’s Lender: Collectively, German American Capital Corporation, a Maryland corporation, and Bank of America, N.A., a national banking association, together with their respective successors and assigns and any other lender in respect of Landlord’s Debt.

Landlord’s Loan Documents: The instruments and agreements evidencing, establishing and securing Landlord’s Debt as of the date hereof as set forth on Schedule 2A, as such instruments and agreements may be amended, restated, or supplemented from time to time. In any instance in this Lease in which Tenant (and any Person claiming by, through or under Tenant) is obligated to comply with or perform in accordance with or subject to Landlord’s Loan Documents, Tenant (and such Person) shall not be so obligated to the extent that any Landlord’s Loan Documents entered into after the date hereof, or amendment to any existing Landlord’s Loan Documents, impose any additional obligation, duty or liability on Tenant (or such Person) or diminish any right of Tenant (or such Person) provided for hereunder or would require Tenant or its Affiliates to modify the accounting treatment or classification of this Lease, as determined by Tenant’s or its Affiliates’ auditors.

Lease Termination: Any termination of this Lease by Landlord with respect to one or more Leased Properties due to an Event of Default as described in Section 12.1.

Lease Year: The period beginning on the Commencement Date, or any anniversary thereof, and ending on the day immediately preceding the next succeeding anniversary of the Commencement Date, provided that the final Lease Year shall end on the last day of the Term.

Legal Requirements: All federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Landlord, Tenant or the Leased Property, or the construction, use, alteration or operation thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Tenant, at any time in force affecting the Leased Property (other than any subleases, this Lease, and service contracts and other similar agreements now in effect or hereafter entered into in the ordinary course of Tenant’s or any Subtenant’s business), including any which may (i) require repairs, modifications or alterations in or to the Leased Property, or (ii) in any way limit the use and enjoyment thereof.

Letter of Credit: An irrevocable, unconditional, transferable, clean sight draft letter of credit (either an evergreen letter of credit or one which does not expire until at least sixty (60) days after the maturity date of Landlord’s Debt (the “LC Expiration Date”)), in favor of Landlord (or, at Landlord’s Lender’s request, Landlord’s Lender) and entitling Landlord (or, at Landlord’s Lender’s request, Landlord’s Lender) to draw thereon in New York, New York, based solely on a statement executed by an officer or authorized signatory of Landlord (or Landlord’s Lender, as applicable) and issued by an Approved Bank. With respect to any Letter of Credit provided under this Lease, if at any time (a) the institution issuing any such Letter of Credit shall cease to be an Approved Bank or (b) the Letter of Credit is due to expire prior to the LC Expiration Date, Landlord (or at Landlord’s Lender’s request, Landlord’s Lender) shall have the right immediately to draw down ( as Eligible Collateral) the same in full and hold the proceeds thereof in accordance with the provisions of this Lease, unless Tenant shall deliver a replacement Letter of Credit from an Approved Bank within (i) as to (a) above, twenty (20) days after Landlord or Landlord’s Lender delivers written notice to Tenant that the institution issuing the Letter of Credit has ceased to be an Approved Bank or (ii) as to (b) above, at least twenty (20) days prior to the expiration date of said Letter of Credit.

LIBOR: The rate (expressed as a percentage per annum rounded upwards, if necessary, to the nearest one one-hundredth (1/100) of one percent (1%)) for deposits in U.S. Dollars in an amount equal to One Million Dollars ($1,000,000) for a one (1) month period that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the date of determination or, if such rate does not appear, as reasonably determined by Landlord.

Lien: Any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance or charge on or affecting the Leased Property or Tenant, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and the filing of mechanics’, materialmen’s and other similar liens and encumbrances, in each case excluding any such items filed against and solely affecting Tenant or Tenant’s Personalty or other Personal Property of Tenant; provided, however, that such exclusion of such items does not extend to, and the term “Lien” shall include, for the avoidance of doubt, any of such items encumbering either Tenant’s leasehold estate created under this Lease or the Leased Property.

Limited Default Event: An Event of Default arising out of or resulting from breach of the following provisions of this Lease: (i) Section 8.2(l) (except Section 8.2(l)(i)(A)), or (ii) Section 12.1(g)) (but only if the event or circumstance resulting in such breach is not also an Event of Default under another provision of this Lease).

Litigation Costs: All costs reasonably incurred by Landlord, as applicable, in connection with the enforcement by Landlord against Tenant of any provision of this Lease, including attorneys’ fees and expenses, court costs and reasonable consultants’ fees and expenses.

Management Stockholders: The bona fide members of management of Guarantor or its Subsidiaries (excluding the Founders) who are as of the relevant date of determination both (i) actively involved in the management of Guarantor or its Subsidiaries and (ii) investors in Holdco Parent or any direct or indirect parent thereof.

Material Adverse Effect: Any event or condition that has a material adverse effect on (i) the Leased Properties taken as a whole, (ii) the use, operation, or value of any Leased Property, (iii) the business, profits, operations or financial condition of Tenant, or (iv) the ability of Tenant to satisfy any of Tenant’s material obligations under this Lease.

Material Alteration: Any Alteration the cost of which is reasonably anticipated to exceed the Threshold Amount.

Mezzanine Debt: Collectively and individually as the context may require, each of (i) the senior mezzanine loan in the aggregate principal amount of $87,600,000 made to New PRP Mezz 1, LLC (Landlord’s direct equity holder) pursuant to that certain Mezzanine Loan and Security Agreement (First Mezzanine), dated as of March 27, 2012, and (ii) the junior mezzanine loan in the aggregate principal amount of $87,600,000 made to New PRP Mezz 2, LLC (Landlord’s indirect equity holder) pursuant to that certain Mezzanine Loan and Security Agreement (Second Mezzanine), dated as of March 27, 2012, each as the same may be modified, increased or reinstated from time to time.

Non-Disturbance Eligible Sublease: Any existing Sublease, or any new Sublease entered into in accordance with this Lease, in each case, where neither Guarantor nor any of its Affiliates owns any direct or indirect Equity Interests in, or Controls, the Subtenant that is the party thereto; provided, however, that as of the Commencement Date, no Specified Prior Subleases are Non-Disturbance Eligible Subleases. All Non-Disturbance Eligible Subleases as of the Commencement Date are listed on Schedule 2D attached hereto.

Officer’s Certificate: (i) With respect to Landlord, a certificate executed by an authorized signatory of Landlord, and (ii) with respect to Tenant, a certificate executed by an authorized signatory of Tenant that is familiar with the financial condition of Tenant and the operation of the Leased Properties.

Operating Agreements: Reciprocal easement and/or operating agreements; recorded covenants, conditions and restrictions; and similar recorded agreements affecting any Leased Property and binding upon and/or benefiting Landlord or Tenant and other third parties as disclosed in the Title Policy or hereafter consented to by Tenant, such consent not to be unreasonably withheld.

Option FF&E Purchase Price: The sum of (a) Fair Market Value, plus (b) any IP Removal Costs.

Other Charges: All governmental impositions other than Taxes, and any other governmental or quasi-governmental charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining a Leased Property, now or hereafter levied or assessed or imposed against any Leased Property or any part thereof by any Governmental Authority.

Overdue Rate: On any date, a rate equal to the Interest Rate plus three percent (3%), but in no event greater than the maximum rate then permitted under applicable law.

Partner Equity Program: The Outback Steakhouse, Inc. Partner Equity Plan and OSI Restaurant Partners, LLC Partner Ownership Account Plan, each as may be modified, amended, extended, supplemented, restated or replaced from time to time.

Pass-Through Sublease: Any Sublease entered into by a Pass-Through Subsidiary and Tenant, together with any amendments thereto or replacements thereof, for all or any portion of the Leased Properties as and to the extent permitted under the terms and conditions of this Lease. As of the Commencement Date, the Pass-Through Subleases are those certain Amended and Restated Subleases, each dated as of the Commencement Date, between Tenant, as sublandlord, and either OS Southern, LLC or OS Tropical, LLC, as Subtenant.

Pass-Through Subsidiary: Any direct or indirect wholly-owned Subsidiary of Guarantor that subleases from Tenant any Leased Property at which an Unaffiliated Business is being operated. As of the Commencement Date, the Pass-Through Subsidiaries are OS Southern, LLC and OS Tropical, LLC.

Permitted Encumbrances: Collectively, (a) all Liens, encumbrances and other matters disclosed in the Title Policy; (b) Liens, if any, for Taxes or Other Charges imposed by any Governmental Authority not yet due or delinquent; (c) Liens which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted in accordance with the terms of this Lease; (d) statutory Liens of carriers, warehousemen, mechanics, materialmen and other similar Liens arising by operation of law, which are incurred in the ordinary course of business or permitted Alterations under this Lease for sums which are not more than thirty (30) days past due or being contested in good faith in accordance with the terms of this Lease; (e) Subleases, easements, licenses, restrictions, covenants, reservations, rights of way and other Transfers permitted pursuant to this Lease; (f) the Specified Prior Subleases; and (g) such other Liens as each of Landlord and Landlord’s Lender may approve in writing in its sole discretion. In addition, “Permitted Encumbrances” shall include any Landlord Liens, but not for purposes of determining Tenant’s obligations and, except where the terms of this Lease expressly require Tenant to comply with or perform the covenants and obligations of Landlord’s Loan Documents, Tenant shall not be deemed to have agreed to comply with or perform said covenants or obligations of Landlord’s Loan Documents, notwithstanding that Tenant is obligated to observe or perform the Permitted Encumbrances or Property Documents.

Permitted Holders: The Sponsors, the Founders and the Management Stockholders; provided that for purposes of determining under the provisions of this Lease the percentage of stock or ownership interests directly or indirectly owned by the Permitted Holders at any time, (i) if the Management Stockholders own beneficially or of record more than ten percent (10%) of

the outstanding Equity Interests of any Person in the aggregate, they shall be treated as Permitted Holders of only ten percent (10%) of the outstanding Equity Interests of such Person at such time; and (ii) if the Founders own beneficially or of record more than fifteen percent (15%) of the outstanding Equity Interests of any Person in the aggregate, they shall be treated as Permitted Holders of only fifteen percent (15%) of the outstanding Equity Interests of such Person at such time.

Permitted Transferee: Any Person that, immediately prior to the applicable Transfer, satisfies the following: (a) such Person, together with its Close Affiliates, has (or at least 51% of the Equity Interests in such Person are owned, directly or indirectly, by and such Person is Controlled, directly or indirectly, by one or more Persons that each, together with its Close Affiliates, has) a net worth of at least $1 Billion, and (b) neither such Person, nor any Person directly or indirectly Controlling such Person is, a Disqualified Transferee.

Person: Any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

Personal Property: All tangible and intangible personal property of any kind or character, Inventory, equipment, furniture, furnishings, objects of art, goods, tools, supplies, appliances, general intangibles, investment property, contract rights, accounts, accounts receivable, intellectual property, franchises and licenses, certificates and permits obtained by Tenant, Guarantor and its Affiliates or any Subtenant for its own business, in each case, of any kind or character whatsoever (as defined in and subject to the provisions of the Uniform Commercial Code as in effect in the State of New York) which are located within or about the Leased Property, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof.

Portfolio Four-Wall EBITDAR: With respect to any Leased Property or Leased Properties, as the case may be, earnings from restaurant and related operations conducted thereon (after deducting compensation payable directly or indirectly to restaurant employees in the nature of regular salaries, wages and bonuses but prior to deductions, without duplication, for payment of management services fees to any management partnerships owned by employees or other partners which are based upon earnings or cash flow, elimination of minority partner interests or distributions payable to partners and joint venturers) plus, to the extent deducted in determining such earnings:

v. regional office allocation and corporate-level overhead expense (including marketing, insurance, accounting and supervision expense allocable to the restaurant-level for internal accounting purposes),

ix. any non-cash charges (whether positive or negative, including, but not limited to, gains/losses on sales of assets, provisions for restatement of prior periods and non-cash compensation expense, including Partner Equity Program expense).

Portfolio Four-Wall EBITDAR shall be calculated consistently with past practice, as reflected in past periods pursuant to the past period calculations and associated financial statements attached hereto as Schedule 2E.

Post-Casualty Value: With respect to a Leased Property removed from this Lease following a Casualty as provided in Section 10.2, the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for such Leased Property, determined in accordance with the appraisal procedures set forth in Section 23.1 or in such other manner as shall be mutually acceptable to Landlord and Tenant.

Post-Condemnation Value: With respect to a Leased Property removed from this Lease following a Condemnation as provided in Section 10.3, the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for the portion of such Leased Property that is not subject to such Condemnation, determined in accordance with the appraisal procedures set forth in Section 23.1 or in such other manner as shall be mutually acceptable to Landlord and Tenant.

Post-IPO Change of Control: In the event of a Qualifying IPO of any IPO Entity, that the Post-IPO Control Requirements are no longer satisfied.

Post-IPO Control Requirements: In the event of a Qualifying IPO of an IPO Entity, that either (i) Permitted Holders or, following a Transfer to a Permitted Transferee permitted under this Lease, such Permitted Transferee (or any combination of one or more of them, subject to the limitations in the definition of Permitted Holders), shall own, directly or indirectly, of record and beneficially, no less than fifty-one percent (51%) of the voting stock of such IPO Entity, and have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of such IPO Entity, or (ii) both of the following criteria are satisfied: (A) no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than one or more Permitted Holders or, following a Transfer to a Permitted Transferee permitted under this Lease, such Permitted Transferee, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the shares outstanding of such IPO Entity, and (y) the

percentage of the then outstanding voting stock of such IPO Entity owned, directly or indirectly, beneficially by the Permitted Holders or, following a Transfer to a Permitted Transferee permitted under this Lease, such Permitted Transferee (or any combination of one or more of them, subject to the limitations in the definition of Permitted Holders), and (B) the majority of the board of directors of such IPO Entity consist of Continuing Directors.

Property Documents: Collectively, any documents that are included within the definition of “Permitted Encumbrances,” “Operating Agreements” and “Condominium Documents”.

PRP Entity: Any of the following: PropCo; Private Restaurant Properties, LLC, a Delaware limited liability company; New PRP Mezz 2, LLC, a Delaware limited liability company; and New PRP Mezz 1, LLC, a Delaware limited liability company.

Qualified Architect: Any experienced architect, engineer or construction manager, which may be an employee of Tenant or one of its Affiliates, licensed or registered in the jurisdiction where the applicable Leased Property is located, if required by the laws of such jurisdiction, and has at least five (5) years of relevant architectural experience.

Qualifying IPO: With respect to any IPO Entity, the issuance by such IPO Entity of its common equity interests in an underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8), satisfying the following conditions: (a) such public offering is made pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act, (b) the publicly-offered common equity interests of such IPO Entity are listed and traded on the New York Stock Exchange, the NASDAQ Global Market or other nationally or internationally recognized stock exchange or automated quotation system, and (c) after giving effect to such public offering, the Post-IPO Control Requirements are satisfied.

Rating Agencies: Each nationally-recognized statistical rating agency organization which has rated the securities in any securitization.

Regulation AB: Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

Restaurant Locations: The restaurants listed on Schedule 2F attached hereto located at the corresponding street addresses set forth therein. Where only a single restaurant is operated at a Leased Property, then Restaurant Location with respect to such restaurant shall mean such Leased Property. Where two or more restaurants are operated at a Leased Property, then (a) Restaurant Location with respect to each such restaurant shall mean the portion of such Leased Property related to the use and operation of such restaurant, and (b) all such Restaurant Locations shall in the aggregate mean such Leased Property.

Restricted Party: HoldCo, Holdco Parent, Guarantor, any Intermediate Holdco Entity, Tenant, or any shareholder, partner, member or non-member manager, or direct or indirect legal or beneficial owner of HoldCo, Holdco Parent, Guarantor, any Intermediate Holdco Entity, or Tenant.

Reuters Screen LIBOR01 Page: The display page currently so designated on the Reuters Monitor Money Rates (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying comparable rates or prices).

RLP Subleases: The Subleases listed on Schedule 2G between a Concept Subsidiary, as sub-sublandlord, and the entities that are parties thereto as sub-subtenants, for all or any portion of a Leased Property, and any amendments or modifications thereto or replacements thereof; provided, however, that if Guarantor’s direct or indirect ownership percentage of any such entity decreases below seventy-five percent (75%) or its ownership percentage as of the Commencement Date, whichever is lower, or if Guarantor no longer Controls such entity, then the Sublease to which such entity is a party shall no longer be an RLP Sublease, and shall become an Unaffiliated Sublease.

Securitization: Any sale, transfer, or assignment of Landlord’s Loan Documents, or granting of participations therein, or issuance of mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (“Securities”), secured by or evidencing ownership interests in Landlord’s Loan Documents.

Sponsor Portfolio Company: A company and the related business in which any Sponsor, or any investment fund advised or managed by any Sponsor, is invested, so long as such company is not otherwise an Affiliate of Landlord, any PRP Entity, HoldCo, Holdco Parent, Tenant, Guarantor or any of their respective Subsidiaries.

Sponsors: Bain Capital Partners, LLC, Catterton Partners and any investment funds advised or managed by either of them, but not including, however, any Sponsor Portfolio Companies.

State: The State or Commonwealth in which the particular Leased Property is located.

Sublease: Any lease (other than this Lease), sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect), pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Leased Property, and every modification, amendment or other agreement relating to such lease, sublease, subsublease, letting, license, concession or other agreement entered into in connection with such lease, sublease, subsublease, letting, license, concession or other agreement and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

Subsidiary: A “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

Subtenant: A subtenant, licensee, occupant or other party being granted a right to occupy or use all or any portion of any Leased Property pursuant to a Sublease.

Taxes: All real estate and personal property taxes, assessments, fees, taxes on rents or rentals, water rates or sewer rents and other governmental charges now or hereafter levied or assessed or imposed against Landlord, Tenant or any Leased Property or rents therefrom or which may become Liens on Tenant’s Personalty, provided that Taxes shall not include any income, franchise, estate, inheritance or gift taxes, or any other tax imposed on or measured by the net income of Landlord, except to the extent that the same is in direct substitution for a tax that would otherwise be included within the definition of “Taxes” hereunder.

Tenant Proprietary/IP Material: The trade names, trademarks, service marks, trade dress, proprietary marks, proprietary information, proprietary technology, proprietary equipment, branded equipment and other intellectual property of any kind (including recipes, product specifications or other trade secrets) of any Concept Subtenant, Tenant, Guarantor or their respective Affiliates or of any third party under license to any of such parties. Whether a mark, information, technology, equipment or other matter is “proprietary” shall be determined by Guarantor in its reasonable good-faith discretion.

Tenant Security Period: Any period (a) commencing on the Rent Payment Date following the conclusion of any two (2) consecutive months for which the Fixed Charge Coverage Ratio is less than ninety percent (90%) of the Fixed Charge Coverage Ratio on the Commencement Date and (b) ending on the day immediately preceding the Rent Payment Date following the conclusion of any two (2) consecutive months for which the Fixed Charge Coverage Ratio exceeds ninety percent (90%) of the Fixed Charge Coverage Ratio on the Commencement Date.

Tenant’s Personalty: Collectively, (a) all of the Personal Property and Trade Fixtures (but excluding any other Fixtures) owned by Tenant, Guarantor or their Affiliates, (b) any licenses or other intellectual property (i) of Tenant, Guarantor and its Affiliates or any Subtenant or (ii) relating to the Concepts or the business of Tenant, Guarantor and its Affiliates or any Subtenant, and (c) any Personal Property or Trade Fixtures owned by third-party Subtenants, in all cases now owned or hereafter acquired, provided that (except as may be included and labeled in the attached Schedule 2C as “Excluded Personal Property”), Tenant’s Personalty shall not include any portion of a Leased Property that is real property. Without limiting the generality of the foregoing, with respect to any Concept restaurant, Tenant’s Personalty includes all items labeled as “Excluded Personal Property” on Schedule 2C, but expressly excludes all items labeled as “Fixtures” on Schedule 2C.

Third-Party Brand: Any restaurant brand operated at a Leased Property where such restaurant brand is not owned by Guarantor or its Close Subsidiaries (regardless of whether such Leased Property is subleased by a Pass-Through Subsidiary). As of the Commencement Date, the Third-Party Brands are Cheeseburger in Paradise, Lee Roy Selmon’s and Sterling’s Bistro.

Title Endorsement: An endorsement to the Title Policy and any corresponding title insurance policy insuring the lien of Landlord’s Loan Documents in form reasonably acceptable to Landlord and Landlord’s Lender and insuring Landlord and Landlord’s Lender against any loss, cost or damage incurred by such Person as a result of the foreclosure of the lien or execution of judgment specified in such endorsement or the failure of such other assurance set forth therein.

Title Policy: The ALTA (or equivalent) title insurance policy acquired by Landlord or Landlord’s predecessor-in-interest most recently prior to the date hereof (i) naming Landlord or Landlord’s predecessor-in-interest as the insured and (ii) insuring Landlord’s or Landlord’s predecessor-in-interest’s ownership of any Leased Property subject to the exceptions and exclusions set forth therein.

Trade Fixtures: Any furniture, furnishings, signs, machinery, equipment or improvements installed, placed or made on or to any Leased Property by Tenant or its Affiliates or any Subtenant, whether or not affixed to any Leased Property, and either (i) used for the specific purposes of the business being conducted by Tenant or any Subtenant thereon or (ii) that contains or displays the trade name or proprietary marks or intellectual property of any Concept or Subtenant, including electronic data-processing and other office equipment, refrigerators, refrigeration units, freezers, coolers, stoves, ovens, fryers, kitchen exhaust, dishwashers, bars, bar sinks and bar equipment, booths, serving stations, phone systems, computer systems, decorative lighting and chandeliers (as opposed to general, primary or emergency lighting) and trade signage, and any and all additions, substitutions and replacements of any of the foregoing; provided, however, that with respect to any Concept restaurant, the term Trade Fixtures expressly excludes any items set forth as “Fixtures” on Schedule 2C; and in no event shall the term Trade Fixtures include any capital improvements, or additions, Alterations or replacements thereof.

Transfer: To, directly or indirectly, sell, assign, convey, mortgage, transfer, pledge, hypothecate, encumber, grant a security interest in, exchange or otherwise dispose of any legal or beneficial interest or grant any option or warrant with respect to, or where used as a noun, a direct or indirect sale, assignment, conveyance, mortgage, transfer, pledge, hypothecation, encumbrance, exchange or other disposition of any legal or beneficial interest by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise. A “Transfer” shall include, but not be limited to, (a) an installment sales agreement wherein Tenant agrees to sell its interest in any Leased Property or any part thereof for a price to be paid in installments; (b) an agreement by Tenant to sublease all or any part of any Leased Property other than pursuant to Subleases in accordance with the terms of this Lease, or a sale, assignment or other transfer of, or the grant of a security interest in, Tenant’s right, title and interest in and to this Lease, any Subleases or any rents; (c) if a Restricted Party is a corporation, any merger or consolidation, or any sale, assignment, conveyance, mortgage, transfer, pledge, hypothecation, encumbrance, exchange or other disposition of such corporation’s stock, or the creation or issuance of new stock in one or a series of transactions; (d) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation, or any sale, assignment, conveyance, mortgage, transfer, pledge, hypothecation, encumbrance, exchange or other disposition of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests, or the change, removal, resignation or addition of a general partner, or the creation or issuance of new partnership interests; (e) if a Restricted Party is a limited liability company, any merger or consolidation, or any sale, assignment, conveyance, mortgage, transfer, pledge, hypothecation, encumbrance, exchange or other disposition of the membership interest of any member or any profits or proceeds relating to such membership interest, or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member); or (f) if a Restricted Party is a trust or nominee trust, any merger or consolidation, or sale, assignment, conveyance, mortgage, transfer, pledge, hypothecation, encumbrance, exchange or other disposition of the legal or beneficial interest in such Restricted Party, or the creation or issuance of new legal or beneficial interests.

TTM EBITDAR: As of any date, on a trailing twelve (12) months basis, Portfolio Four-Wall EBITDAR at the Leased Properties.

Unaffiliated Business: A business being operated at a Leased Property where either or both of the following conditions are satisfied: (a) such business is a Third-Party Brand restaurant or is any other business that is not a Concept restaurant; and/or (b) the Subtenant operating such business is the Subtenant under an Unaffiliated Sublease.

Unaffiliated Sublease: (a) any Sublease (other than the Specified Prior Subleases) under which the Subtenant is not a Close Subsidiary of Guarantor; or (b) any RLP Sublease that becomes an Unaffiliated Sublease pursuant to the definition of RLP Sublease, it being agreed that no RLP Sublease shall be deemed to be an Unaffiliated Sublease unless and until such RLP Sublease becomes an Unaffiliated Sublease pursuant to the definition of RLP Sublease. All Unaffiliated Subleases as of the Commencement Date are listed on Schedule 2D attached hereto.

Unavoidable Delays: Delays due to strikes, lockouts, inability to procure materials, power failure, acts of God, governmental restrictions, enemy action, civil commotion, fire, unavoidable casualty or other causes beyond the control of the party responsible for performing an obligation hereunder, provided that lack of funds shall not be deemed a cause beyond the control of either party hereto unless such lack of funds is caused by the failure of the other party hereto to perform any obligations of such party under this Lease.

Upper Tier Entity: Any of Holdco Parent or any direct or indirect parent of Holdco Parent.

U.S. Securities: Obligations or securities not subject to prepayment, call or early redemption which are (a) obligations of, or obligations fully guaranteed as to timely payment by, the United States of America or (b) obligations of any agency or instrumentality of the United States of America that qualify as “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, in each case, that are acceptable to Landlord.

Section 3.1 Rent. Tenant will pay to Landlord, in lawful money of the United States of America by wire transfer or other immediately available funds which shall be legal tender for the payment of public and private debts, at Landlord’s address set forth above or at such other place or to such other Person, firms or corporations as Landlord may designate in writing from time to time Base Rent (as defined below). In addition, Tenant will pay to Landlord or the Person otherwise entitled thereto all Additional Charges during the Term on or before the same are delinquent.

Subject to the terms of this Section 3.1(a) and Section 1.8, base rent for each Lease Year is as follows (“Base Rent”):

Base Rent for each Lease Year shall be payable in twelve (12) equal monthly installments, in advance, two (2) Business Days prior to the tenth (10^th) calendar day of each calendar month during the Term (such date when a monthly installment of Base Rent is due, the “Rent Payment Date”), and each such payment shall be for the period from and after the ninth (9^th) calendar day of such calendar month through and including the eighth (8^th) calendar day of the immediately succeeding calendar month during the Term (each, a “Rental Period”), provided that the last installment of Base Rent shall be prorated, based on the number of days within the Term during such Rental Period and the number of days in such Rental Period. Tenant hereby agrees to make any reasonable changes with respect to the definitions of “Rent Payment Date” or “Rental Period,” including changing the Rent Payment Date and Rental Period, as may be requested in connection with any Landlord’s Debt. The first Rent Payment Date shall be, and the first monthly installment payment of Base Rent under this Lease shall be payable on, the date

that is two (2) Business Days prior to April 10, 2012, which payment shall be for the Rental Period from and after April 9, 2012 through and including May 9, 2012. Landlord and Tenant acknowledge and agree that Base Rent through and including April 8, 2012 has been paid by Tenant to Landlord pursuant to the Original Lease.

(b) Survival. The obligations of Tenant and Landlord contained in this Section 3.1 shall survive the expiration or earlier termination of this Lease.

(c) Scheduled Additional Charges. In addition to the Base Rent payable with respect to the Leased Properties, Tenant shall pay and discharge as and when due and payable: Taxes and Other Charges as provided in Section 6.1(b), insurance premiums as required pursuant to Article X and all fixed charges due under the Property Documents in respect of the Leased Properties (collectively, “Scheduled Additional Charges” and, together with Base Rent, “Scheduled Lease Payments”). As and to the extent required under Section 3.1(e), Tenant shall pay Scheduled Additional Charges to Landlord, on a monthly installment basis on each Rent Payment Date as follows:

(i) Taxes and Other Charges. Tenant shall pay all Taxes and Other Charges as set forth in Section 6.1(b) herein, in advance in equal monthly installments.

(ii) Insurance Premiums. During any period that a Blanket Policy satisfying the requirements of Schedule 10.1 hereto is not in full force and effect, Tenant shall pay on each Rent Payment Date one twelfth (1/12) of the annual amount of all premiums for the insurance coverage required to be maintained pursuant to Section 10.1 hereof (without regard to the Blanket Policy).

(iii) Fixed Charges Under Property Documents. Tenant shall pay all fixed charges and other fixed or scheduled amounts due under the Property Documents. For such amounts as are payable on a monthly basis, Tenant shall pay on each Rent Payment Date the amount next coming due. For such amounts as are payable on some other basis, Tenant shall pay on each Rent Payment Date, the portion of the amount next coming due.

(d) Variable Additional Charges. In addition to the Scheduled Lease Payments payable with respect to the Leased Properties, Tenant shall pay and discharge as and when due and payable the following (collectively, “Variable Additional Charges” and, together with Scheduled Additional Charges, “Additional Charges”):

(i) Utility Charges. Tenant shall pay all charges for electricity, power, gas, oil, water, sanitary and storm sewer, refuse collection, security, common area or association charges, dues or assessments, variable charges under the Operating Agreements and other utilities used or consumed in connection with the applicable Leased Property during the Term.

(ii) Other Amounts. Tenant shall pay, as Variable Additional Charges, all other amounts, liabilities and obligations that Tenant (i) assumes, (ii) is liable or (iii) obligated to pay (or otherwise agrees to become liable for or obligated to pay) under this Lease, including all of its indemnification obligations set forth herein.

(iii) Late Payment of Base Rent. If any Base Rent shall not be paid on its due date, Tenant will pay to Landlord on demand, as Variable Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate (or at the maximum rate permitted by law, whichever is the lesser) on the amount of such Scheduled Lease Payment, from the due date of such Scheduled Lease Payment to the date of payment thereof.

(iv) Late Payment of Additional Charges. If any payment of Additional Charges (but with respect to Variable Additional Charges, only those Variable Additional Charges which are payable directly to Landlord, if any) shall not be paid within five (5) Business Days after such payments are due and payable, Tenant will pay to Landlord on demand, as Variable Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate (or at the maximum rate permitted by law, whichever is the lesser) on the amount of such payment, from the due date of such payment to the date of payment thereof.

(e) Additional Charge; Escrow of Scheduled Lease Payments. If Tenant timely pays specified Additional Charges to Landlord pursuant to any requirement of this Lease and specifies in writing the purpose of such payments, and provided such payments are in an amount equal to or in excess of the entire payment that is due, then Tenant shall be relieved of its obligation to pay such specific Additional Charges to the entity to which they would otherwise be due. If and to the extent required by Landlord’s Loan Documents, Tenant shall deposit by wire transfer or other immediately available funds each Scheduled Lease Payment (to the extent required to be paid to Landlord hereunder) into an escrow account (the “Escrow Account”) designated by Landlord (which designation shall be irrevocable without the consent of Landlord’s Lender) under the sole dominion and control of Landlord or, if required under Landlord’s Loan Documents, Landlord’s Lender, on the Rent Payment Date on which such Scheduled Lease Payment is due hereunder. Landlord or Landlord’s Lender, as the case may be, shall apply the amounts so deposited to the payment of Scheduled Lease Payments, and, upon an Event of Default under this Lease, to such other amounts due and owing to Landlord from Tenant as Landlord or, if required under Landlord’s Loan Documents, Landlord’s Lender, shall, in its sole discretion, elect. In the event of any failure by Tenant to pay any Additional Charges when due, Tenant shall promptly pay and discharge, as Additional Charges, every fine, penalty, interest and cost that may be added for non-payment or late payment of such items. Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Rent. Landlord shall have the right to have the Escrow Account held with a Depositary. Notwithstanding the foregoing, provided no Event of Default has occurred and is continuing and pursuant to the terms of Schedule 10.1 hereto, Tenant shall not be required to pay any amounts to Landlord in respect of insurance premiums for insurance required to be maintained hereunder that is maintained under Blanket Policies satisfying the requirements of Schedule 10.1 hereto and, with respect to any other policies required to be maintained hereunder, so long as Landlord’s Lender does not require Tenant to pay such amounts to Landlord.

Section 3.2 Net Lease. The Base Rent, as well as such Additional Charges as are due and payable to Landlord, shall be paid absolutely net to Landlord of any expenses, costs, charges, or other payments relating to the Leased Properties, so that this Lease shall throughout the Term yield to Landlord the full amount of the installments of Base Rent, as well as any payments of Additional Charges payable to Landlord, subject to any other provisions of this Lease which expressly provide for adjustment or abatement of Rent or other charges. Base Rent, Additional Charges and all other sums payable by Tenant hereunder shall continue to be payable in all events, and the obligations of Tenant hereunder shall continue unaffected, unless the obligations to pay or perform the same shall be terminated or abated pursuant to the express provisions of this Lease. This is a net Lease and Base Rent, Additional Charges and all other sums payable hereunder by Tenant shall be paid without notice or demand, and without any counterclaim, abatement, deduction, deferment, setoff, recoupment, suspension, diminution, reduction or defense except as otherwise expressly provided herein.

Section 4.1 No Termination, Abatement, etc. Except as otherwise specifically provided herein, Tenant, to the extent permitted by law, shall remain bound by this Lease in accordance with its terms and shall neither take any action without the consent of Landlord to modify, surrender or terminate the same, nor seek nor be entitled to any abatement, deduction, deferment or reduction of Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to, or destruction of, any Leased Property from whatever cause or any taking of any Leased Property, (b) the interruption or discontinuance of any service or utility servicing the applicable Leased Property, (c) any claim which Tenant has or might have against Landlord or by reason of any default or breach of any warranty by Landlord under this Lease or any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties or are subject, (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord, or (e) for any other cause whether similar or dissimilar to any of the foregoing other than a discharge of Tenant from any such obligations as a matter of law. Except as otherwise specifically provided herein, Tenant hereby specifically waives all rights, arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law to (i) modify, surrender or terminate this Lease, in whole or in part, or quit or surrender any Leased Property, or (ii) entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Tenant hereunder. The obligations hereunder of Landlord, on the one hand, and Tenant, on the other hand, shall be separate and independent covenants and agreements and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions this Lease.

Section 5.1 Ownership of the Leased Properties. Tenant acknowledges that the Leased Properties are the property of Landlord and that Tenant has only the right to the exclusive possession and use of the Leased Properties upon the terms and conditions of this Lease, provided that, until the expiration or earlier termination of this Lease, all capital improvements and additions, Alterations and replacements thereof made by Tenant, at Tenant’s expense, to any Leased Property shall be the property of Tenant and, upon the expiration or earlier termination of this Lease, title to the same shall automatically and immediately vest in Landlord.

Section 5.2 Tenant’s Personalty. Tenant may (and shall as provided hereinafter), at its expense, assemble or place on any parcels of the Land or in any of the Leased Improvements any items of Tenant’s Personalty, and Tenant may, subject to the conditions set forth below, remove the same upon the expiration or any prior termination of the Term, or, with respect to any Leased Property, the removal of such Leased Property from this Lease pursuant to the terms of this Lease. Tenant shall cause its Concept Subsidiaries and any Subtenant that is an Affiliate of Tenant, and shall use commercially reasonable efforts to cause all other Subtenants (through the prudent exercise of its rights and remedies, as sublandlord, under the Subleases), to provide and maintain during the entire Term all such Tenant’s Personalty as shall be necessary to operate each Leased Property in compliance with all applicable Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Primary Intended Use. All of Tenant’s Personalty not removed by Tenant from any Leased Property within the earlier of (a) thirty (30) days following the expiration or earlier termination of this Lease, or (b) thirty (30) days following the removal of such Leased Property from this Lease pursuant to the terms of this Lease, shall be considered abandoned by Tenant and may be stored, appropriated, sold, destroyed or otherwise disposed of by Landlord, at Tenant’s sole cost and expense, without first giving notice thereof to Tenant and without any payment to Tenant and without any obligation to account therefor, provided that such thirty (30) day time periods shall be tolled (i) with respect to any Tenant’s Personalty that is subject to Landlord’s rights under Section 5.3, for so long as Landlord is exercising its rights under Section 5.3 and (ii) with respect to Tenant’s Personalty that is required to remain on the applicable Transition Properties in order for Tenant to provide the Transition Services that Landlord elects under Section 13.2 to require Tenant to provide, for so long as Tenant is providing such Transition Services.

(a) Within sixty (60) days after any rejection of this Lease in a Bankruptcy Proceeding (“Lease Rejection”) or Lease Termination, Landlord shall have the option (“Purchase Option”), exercised pursuant to Section 5.3(d), with respect to all Leased Properties in the event of Lease Rejection (collectively, “Rejected Leased Properties”), or with respect to any EOD Removed Property, to purchase from Tenant, Guarantor and any of Guarantor’s Subsidiaries at the Option FF&E Purchase Price, on an “as is, where is” basis, with all its faults, without representation or warranty and subject to any purchase-money liens, security interests and other third-party claims (but not subject to any security interests or other encumbrances securing the Guarantor Facility), not less than all of the tangible Personal Property and Trade Fixtures that

(1) are physically located at the Rejected Leased Properties or EOD Removed Properties (as applicable), at the time of such Lease Rejection or Lease Termination (as applicable); (2) are owned by Tenant, Guarantor or any of Guarantor’s Subsidiaries, and (3) are no longer used or useful in the conduct of the business of Tenant, Guarantor or any of Guarantor’s Subsidiaries in the ordinary course (as determined by Tenant, in its reasonable good faith discretion, taking into consideration the costs of removal) (such tangible Personal Property and Trade Fixtures, collectively, “Option FF&E”); provided that the “Option FF&E” shall not include, and none of Tenant, Guarantor and any of Guarantor’s Subsidiaries shall be under any obligation to sell to Landlord, and Landlord shall not be entitled or obligated to purchase from any of Tenant, Guarantor and any of Guarantor’s Subsidiaries, any of Tenant’s Personalty that constitutes, uses, contains or displays any Tenant Proprietary/IP Material, except if (in connection with such use, containment or display) such Tenant Proprietary/IP Material can be removed from such items of Tenant’s Personalty, or, if applicable, destroyed or concealed from public view prior to such sale through Tenant’s commercially reasonable efforts. Tenant shall use commercially reasonable efforts to remove, destroy or conceal from public view any such Tenant Proprietary/IP Material from any tangible Personal Property or Trade Fixtures regarding which Landlord has exercised the Purchase Option, promptly following the Option Notice Date.

(b) Excluded FF&E. With respect to any items of Tenant’s Personalty that are not Option FF&E (collectively, “Excluded FF&E”), (i) Tenant may not remove the same until (A) the end of the Transition Period (in the case of Excluded FF&E located at a Leased Property with respect to which the Transition Period is in effect), or (B) the date of the applicable Lease Rejection or Lease Termination (in the case of all other Excluded FF&E), and (ii) Tenant shall be required to remove the same not later than sixty (60) days after the applicable date specified in clause (i)(A) or (B) of this sentence, and Landlord shall permit Tenant to remove the same at any time during such sixty (60) day period.

(c) Abandoned FF&E. If Tenant elects not to remove from a Leased Property any Excluded FF&E, then the same shall be deemed abandoned (“Abandoned FF&E”) and Landlord shall have full rights to use the same in the ordinary course of its business, or destroy, sell or otherwise discard same in its sole discretion, provided that (i) Landlord shall remove, destroy and/or conceal from public view any Tenant Proprietary/IP Material to the extent the same can be accomplished at no or nominal expense, or Tenant provides Landlord with the funds necessary to accomplish the same, and (ii) unless Tenant fails to provide Landlord with necessary funds as described in clause (i) of this sentence, at no time may Landlord utilize any such Abandoned FF&E with Tenant Proprietary/IP Material so as to suggest that any Leased Property is operated by or on behalf of, or pursuant to a franchise or similar arrangement from, Tenant. If Landlord sells any Abandoned FF&E to a third party, Landlord shall pay to Tenant, or credit against amounts otherwise due to Landlord from Tenant or Guarantor, any Abandoned FF&E Sale Amounts.

(d) Exercise of Option and Fair Market Value. Landlord may exercise the Purchase Option by delivering written notice thereof (an “Exercise Notice”) to Tenant (the date such notice is delivered to Tenant is referred to herein as the “Option Notice Date”). Landlord and Tenant shall attempt for a ten (10) day period following the Option Notice Date (the “Discussion Period”) to agree on the fair market value of the Option FF&E to be purchased by Landlord, assuming the Option FF&E was fully removed from the Leased Properties, and sold at

a commercial auction, properly administered in accordance with generally accepted commercial standards by a reputable commercial auctioneer who has been active over the previous ten (10) year period in the auction sales of personal property and trade fixtures similar to the Option FF&E, and excluding Landlord and any Affiliate thereof as possible purchasers at such auction (collectively, “Fair Market Value”). If Landlord and Tenant do not agree, in writing, as to Fair Market Value by the end of the Discussion Period (and Landlord has not withdrawn its Exercise Notice as described below), Fair Market Value shall be determined by the following arbitration procedure:

(i) Submission of Fair Market Value. Within fifteen (15) days after the last date of the Discussion Period (the last day of such fifteen (15) day period is referred to in this Section 5.3 as the “Calculation Date”), each of Landlord and Tenant shall deliver to the other party its calculation of the Fair Market Value. If either party (as referred to this Section 5.3, a “Failing Party”) fails to deliver its calculation to the other party on or before the Calculation Date, but the other party delivers its calculation to the Failing Party on or before the Calculation Date, such other party’s calculation shall be binding on both parties as the Fair Market Value, and the arbitration shall be deemed concluded as of the first day following the Calculation Date.

(ii) Appointment and Qualifications of Auctioneers. If the arbitration is not deemed concluded pursuant to subsection (i), above, then within thirty (30) days after the Calculation Date, Landlord and Tenant shall each appoint a reputable commercial auctioneer who has been active over the previous ten (10) year period in the auction sales of furniture, fixtures and equipment similar to the Option FF&E (each such auctioneer chosen pursuant to this subsection (ii), an “Auctioneer”). Each of Landlord and Tenant shall notify the other party, in writing, of the identity of its Auctioneer (and the business address thereof) within two (2) Business Days after the appointment thereof (collectively, “Auctioneer Appointment Notices”). Each of Landlord and Tenant agree that any Auctioneer may be (but is not required to be) an auctioneer who assisted either party in determining such party’s calculation of the Fair Market Value pursuant to subsection (i), above.

(iii) Appointment of Third Auctioneer. If each party appoints an Auctioneer and notifies the other party in accordance with subsection (ii) above, then the two Auctioneers shall, within ten (10) days after delivery of the later of the two Auctioneer Appointment Notices, agree on and appoint a third Auctioneer (who shall be an auctioneer with all other qualifications for the initial two Auctioneers chosen by the parties as set forth in subsection (ii), above) and provide prompt written notice to Landlord and Tenant of such third Auctioneer and the business address thereof. If the two Auctioneers fail to agree on and appoint a third Auctioneer within such ten (10) day period, then either party may elect to have the third Auctioneer selected by the American Arbitration Association or any successor thereto (“AAA”) by delivering written notice thereof to the other party. In such event, the electing party shall petition the AAA (with a copy to the other party) to so determine the third Auctioneer and the parties shall

cooperate reasonably with each other and the AAA (including by responding promptly to any requests for information made by the AAA) in connection with such determination. The decision of the AAA shall be final and conclusive as to the identity of the third Auctioneer. If any fees of the third Auctioneer or the AAA are required to be paid in advance (prior to the completion of the arbitration procedure described in this Section 5.3(d)) in order for such Auctioneer, or the AAA, as the case may be, to commence or continue its work in connection with the arbitration described in this Section 5.3(d), each party shall promptly pay one-half of such fees as and when due, and if either Landlord or Tenant fails to pay its one-half share of any such fees as and when due (such party is referred to in this Section 5.3 as the “Delinquent Party”), and the other party does pay its one-half share of any such fees as and when due, then if the Delinquent Party fails to pay its one-half share of all such fees within ten (10) days after written notice from the other party, such other party’s calculation of the Fair Market Value described in subsection (i) shall be binding on both parties, and the arbitration shall be deemed concluded as of the first day following the expiration of such ten (10) day period.

(iv) Auctioneers’ Decision. If the arbitration is not previously deemed concluded pursuant to subsection (iii), above, then within thirty (30) days after the appointment of the third Auctioneer, each of the three Auctioneers shall determine whether the Fair Market Value as proposed by Landlord or Tenant pursuant to subsection (i), above, is closer to the Fair Market Value as determined by such Auctioneer, and shall notify Landlord and Tenant of such determination. The decision of the majority of the three Auctioneers shall be binding on Landlord and Tenant (subject to subsection (v) below). The determination of each Auctioneer shall be limited to the sole issue of, and each Auctioneer shall have neither the right nor the power to determine any issue other than, whether the Fair Market Value as proposed by Landlord or Tenant pursuant to subsection (i) above, is closer to the actual Fair Market Value as determined by such Auctioneer. The Fair Market Value as proposed by Landlord or Tenant that is determined by the majority of the Auctioneers to be closer to the actual Fair Market Value shall be binding on Landlord and Tenant, and the arbitration shall be deemed concluded upon delivery of notice of such determination to Landlord and Tenant.

(v) If Only One Auctioneer Is Appointed. If the arbitration is not previously deemed concluded pursuant to subsection (i) above, then if either Landlord or Tenant fails to appoint an Auctioneer within thirty (30) days after the Calculation Date or fails to deliver an Auctioneer Appointment Notice in accordance with subsection (ii) above, and the other party does appoint an Auctioneer within such thirty (30) day period and delivers an Auctioneer Appointment Notice in accordance with subsection (ii) above, then the Auctioneer timely appointed by such other party shall decide whether the Fair Market Value as proposed by Landlord or Tenant pursuant to subsection (i) above, is closer to the actual Fair Market Value as determined by such Auctioneer, and notify Landlord and Tenant of that decision within thirty (30) days after such Auctioneer’s appointment. The Fair Market Value as proposed by Landlord or Tenant that is determined by the such Auctioneer to be closer to the actual Fair Market Value shall be binding on Landlord and Tenant, and the arbitration shall be deemed concluded upon delivery of notice of such determination to Landlord and Tenant.

(vi) Cost of Arbitration. If the Auctioneers (or Auctioneer, pursuant to subsection (v) above) determine that Tenant’s proposed Fair Market Value is closer to the actual Fair Market Value, then Tenant shall be deemed the “Winning Party” under this subsection (vi), and Landlord shall be deemed the “Losing Party” under this subsection (vi), and if the Auctioneers (or Auctioneer, pursuant to subsection (v) above) determine that Landlord’s proposed Fair Market Value is closer to the actual Fair Market Value, then Landlord shall be deemed the “Winning Party” under this subsection (vi), and Tenant shall be deemed the “Losing Party” under this subsection (vi). In addition, in the event the arbitration is deemed concluded due to a Failing Party not timely delivering its calculation of Fair Market Value as described in subsection (i), or a Delinquent Party failing to pay its share of fees after written notice as described in subsection (iii), such Failing Party or Delinquent Party (as the case may be) shall be deemed the “Losing Party” under this subsection (vi), and the party that is not the Failing Party or Delinquent Party (as the case may be) shall be deemed the “Winning Party” under this subsection (vi). Each party shall initially pay the fees and expenses of its legal counsel, appointed auctioneer, any written reports prepared by any auctioneer in connection with its duties under this Section 5.3(d), one-half of the fees of the third auctioneer, and one-half the fees of the AAA (if applicable), provided, however, that the Losing Party shall be obligated to reimburse the Winning Party for all such fees and expenses of the arbitration paid by the Winning Party promptly upon the completion of the arbitration procedure described in this Section 5.3(d).

Notwithstanding the foregoing, at any time from and after the Option Notice Date until the time that the applicable Option FF&E is actually purchased by Landlord, Landlord may withdraw any Exercise Notice upon delivery to Tenant of written notice thereof, in which event the Exercise Notice shall be deemed void and of no further force or effect, Landlord shall not be obligated to purchase any of the Option FF&E in connection with such Exercise Notice, and each of Landlord and Tenant shall be responsible for all of its fees and expenses incurred in connection with the delivery of such Exercise Notice by Landlord, including in connection with any arbitration proceedings under subsections (i) through (vi) of this Section 5.3(d); provided, however, that (x) if an arbitration has been completed under subsections (i) through (vi) of this Section 5.3(d), and if Tenant was the Winning Party (as defined above in subsection (vi)), then Landlord shall remain obligated to reimburse Tenant for the fees and expenses of such arbitration, and (y) if Landlord failed to withdraw its Exercise Notice prior to delivering to Tenant Landlord’s calculation of the Fair Market Value under subsection (i) of this Section 5.3(d), then Landlord shall pay to Tenant any IP Removal Costs actually incurred by Tenant up to the date of withdrawal of the Exercise Notice. Landlord shall permit Tenant to remove the Option FF&E for a period of not less than sixty (60) days following any withdrawal by Landlord of its Exercise Notice regarding such Option FF&E.

(e) Closing of Option FF&E Purchase. Subject to the terms of this Section 5.3, Landlord’s purchase of the Option FF&E shall close not more than thirty (30) days after the Option Notice Date or such earlier date as the applicable Transition Period in effect with respect to the related Leased Properties shall expire or be terminated, unless there is an arbitration to determine Fair Market Value as described in Section 5.3(d), in which event Landlord’s purchase of the Option FF&E shall close not more than ten (10) days following the conclusion of such arbitration. The Option FF&E Purchase Price shall be paid in Cash at such closing.

Section 6.1 Tenant Covenants. Tenant hereby covenants and agrees with Landlord that:

(i) Tenant shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its (and shall cause each Concept Subsidiary and any Affiliate of Tenant to keep their) existence, rights, licenses, permits and franchises as necessary in the conduct of its (or any Concept Subsidiary’s or Affiliate of Tenant’s) business on the Leased Properties and comply (and cause compliance by each Concept Subsidiary and Affiliate of Tenant) in all material respects with all applicable Legal Requirements and all Property Documents in connection therewith. Subject to Landlord’s obligations under Articles X and XI, Tenant shall at all times maintain and preserve the Leased Properties and shall keep the Leased Properties in good working order and repair, reasonable wear and tear excepted, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals and replacements. Tenant will operate, maintain and repair the Leased Properties in material compliance with all Legal Requirements and all Property Documents, and will not cause or allow the same to be misused or wasted or to deteriorate, reasonable wear and tear excepted.

(ii) Subject to the terms of this Lease (including clause (iii) of this Section 6.1(a)), Tenant shall use the applicable Leased Property and the Leased Improvements thereof solely (x) for their current purpose as a full service restaurant (including any of the Concepts) and, provided the same are permitted pursuant to the terms of the applicable Property Documents and Insurance Requirements, for such other uses as may be necessary or incidental to such use (such use, the “Primary Intended Use”), (y) for such other current uses of such Leased Property as of the date hereof ancillary to the Primary Intended Use that are not prohibited by Legal Requirements, Insurance Requirements, the applicable Property Documents or other provisions hereof, and (z) in connection with any Sublease of any Leased Property (or portion thereof, including pursuant to the Specified Prior Subleases), any other use not prohibited by Legal Requirements, Insurance Requirements, or the applicable Property Documents so long as the

remainder of such Leased Property is used for the Primary Intended Use. Tenant shall not use the applicable Leased Property for any other use without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. No use shall be made or permitted to be made of a Leased Property, and no acts shall be done, that will cause the cancellation of any insurance policy covering such Leased Property, nor shall Tenant sell or otherwise provide, or permit to be kept, used or sold in or about such Leased Property any article which may be prohibited by applicable law or by Insurance Requirements. Tenant shall, at its sole cost, comply with all of the requirements pertaining to the Leased Properties or other improvements of any insurance board, association, organization or company necessary for the maintenance of insurance, as herein provided, covering the Leased Properties.

(iii) Tenant shall Continuously Operate each Restaurant Location for the Primary Intended Use. Notwithstanding the immediately preceding sentence, at any one time and from time to time, Tenant may allow Restaurant Locations to Go Dark, provided that (A) the number of Go Dark Restaurant Locations plus the number of Restaurant Locations that are being operated as one or more Unaffiliated Businesses (without duplication) does not exceed the Go Dark/Sublease Limit at any time, and (B) in no event may Tenant allow any Go Dark Purchase Option Property to Go Dark unless the holder of the purchase right, termination right, recapture right, option or similar right has irrevocably waived in writing (in form and substance acceptable to Landlord and Landlord’s Lender in their sole discretion) such rights with respect to the period during which such Go Dark Purchase Option Property continues to be a Go Dark Restaurant Location. If any Restaurant Location shall Go Dark, Tenant shall promptly send written notice thereof to Landlord. If any Restaurant Location shall Go Dark, the full payment of Base Rent and Additional Charges as and when, and to the extent, required under this Lease with respect to all Restaurant Locations that are leased pursuant to this Lease shall nonetheless be required to be paid to Landlord without reduction.

(b) Taxes and Other Charges; Contest for Taxes and Other Charges, Legal Requirements and Liens.

(i) Subject to the provisions of Section 6.1(b)(ii) and Section 3.1(e), Tenant shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Leased Properties prior to the date on which such sums become delinquent. Tenant will deliver to Landlord, upon request, receipts for payment or other evidence satisfactory to Landlord that the Taxes and Other Charges have been so paid (provided Tenant shall not be required to furnish such receipts for payment of Taxes in the event such Taxes have been (or were to have been) paid by Landlord, pursuant to Section 3.1(e). Subject to the provisions of Section 6.1(b)(ii), Tenant shall not suffer (other than Permitted Encumbrances) and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Leased Properties (other than liens and charges under the Landlord Liens), and shall promptly pay for all

utility services provided to the Leased Properties. Subject to Section 6.1(b)(ii), Tenant shall pay, bond or otherwise discharge, from time to time when the same shall become due, all claims and demands of mechanics, materialmen, laborers and others that, if unpaid, might result in, or permit the creation of, a lien or encumbrance on any Leased Property, or on the rents arising therefrom.

(ii) After prior written notice to Landlord, Tenant, at its own expense, may contest by appropriate legal, administrative or other proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges or Lien therefor or any Legal Requirement or Insurance Requirement or the application of any instrument of record affecting the Leased Properties (other than this Lease or Landlord’s Loan Documents) or any claims or judgments of mechanics, materialmen, suppliers, vendors or other Persons or any Lien therefor, and may withhold payment of the same pending such proceedings if permitted by law; provided that (A) no Event of Default has occurred and remains uncured, except for an Event of Default caused by the matter being contested, (B) such proceeding shall suspend any collection of the contested Taxes, Other Charges or Liens from the Leased Properties, Tenant or Landlord, or adequate time shall at all times remain prior to such collection, (C) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Tenant is subject and shall not constitute a default thereunder, (D) neither any Leased Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (E) (x) with respect to any contested Taxes or Other Charges or Liens where the failure to pay the same, if the contest is determined adversely to Tenant, would result in a Lien senior to the Lien of Landlord’s Lender or the interest of Tenant hereunder (excluding, however, any “CAM” or common area maintenance or similar charges payable under Property Documents), then Tenant shall have furnished Landlord with Eligible Collateral as security (in an amount reasonably approved by Landlord and required by Landlord’s Loan Documents) to insure the payment of any such Taxes or Other Charges, in each case together with all reasonably anticipated interest and penalties thereon, and (y) with respect to other matters contested under this clause (ii), including “CAM” or common area maintenance and similar charges payable under Property Documents, Tenant shall have made adequate reserves on its financial statements for such contests; provided that, to the extent matters contested under this clause (y) exceed $15 million in the aggregate, then Tenant shall furnish Landlord with Eligible Collateral as security in the amount of such excess, (F) in the case of an Insurance Requirement, the failure of Tenant to comply therewith shall not impair the validity of any insurance required to be maintained by Tenant hereunder or the right to full payment of any claims thereunder, (G) in the case of any essential or significant service with respect to any Leased Property, any contest or failure to pay will not result in a discontinuance of any such service without replacement thereof, (H) in the case of any instrument of record affecting any Leased Property or any part thereof, the contest or failure to perform under any such instrument shall not result in the placing of any Lien on any Leased Property or any part thereof (except if such

Lien would be removed upon completion of such proceedings and the compliance by the parties with the terms of the resulting order, decision or determination and the removal costs for such Lien have been escrowed with Landlord or in the proceedings or bonded or otherwise deposited or paid in connection with such proceedings), (I) Tenant shall promptly upon final determination thereof pay the amount of any such Taxes, Other Charges or Liens, together with all costs, interest and penalties which may be payable in connection therewith, (J) Tenant shall keep Landlord and Landlord’s Lender informed of the status of such contest at reasonable intervals, and (K) Tenant shall otherwise comply with any applicable requirements of Landlord’s Loan Documents to the extent the same do not impose any additional material condition on Tenant’s ability to conduct such contest, compared to the conditions imposed under this Lease. Landlord may pay over any Eligible Collateral (or the proceeds thereof, if the Eligible Collateral is not Cash) or part thereof held by or on behalf of Landlord to the claimant entitled thereto at any time when, in the judgment of Landlord, the entitlement of such claimant is finally established, and Landlord shall otherwise remit any remaining such amounts to Tenant. Landlord shall give Tenant written notice of any such payments promptly following the making thereof. Subject to the foregoing, at Tenant’s timely request, Landlord shall not pay and shall not cause to be paid from any tax or insurance escrow account that may be maintained in connection with Landlord’s Debt the Taxes or Other Charges being contested.

(c) Litigation. Tenant shall give prompt written notice to Landlord of any litigation or governmental proceeding pending or threatened in writing against Tenant or against or affecting any Leased Property of which it is aware and where the uninsured damages claimed or asserted are in excess of (i) $500,000 for any Leased Property or (ii) $5,000,000 in the aggregate.

(d) Inspection. Tenant shall permit agents, representatives and employees of Landlord and/or Landlord’s Lender (including any servicer or special servicer on behalf of Landlord’s Lender) to inspect any Leased Property on any Business Day at reasonable hours upon reasonable advance notice.

(e) Notice of Downgrade. Tenant shall give Landlord reasonably prompt notice of any downgrade in the credit ratings from any Rating Agency of the corporate family of the Guarantor.

(f) Cooperate in Legal Proceedings. Tenant shall cooperate fully with Landlord (and with Landlord’s Lender) with respect to any proceedings before any court, board or other Governmental Authority brought by a third party or Governmental Authority against Tenant or any Leased Property which may in any way affect the rights of Landlord (or Landlord’s Lender, as the case may be) hereunder or in respect of any Leased Property and, in connection therewith, permit Landlord (and Landlord’s Lender, as applicable), at its election, to participate in any such proceedings.

(g) Insurance Benefits. Tenant shall cooperate with Landlord (and Landlord’s Lender) in obtaining for Landlord (and Landlord’s Lender, as applicable) the benefits of any insurance proceeds lawfully or equitably payable in connection with any Leased Property, and Landlord (and Landlord’s Lender, as applicable) shall be reimbursed for any out-of-pocket expenses reasonably incurred in connection therewith (including attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an appraisal on behalf of Landlord in case of a fire or other casualty affecting any Leased Property) out of such insurance proceeds.

(i) Generally. Tenant will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis books, records and accounts as necessary to calculate the Fixed Charge Coverage Ratio in accordance with the terms hereof and to comply with applicable reporting requirements under this Lease and shall make such books and records available to Landlord and Landlord’s accountants and consultants at reasonable times upon reasonable notice. Tenant will prepare and maintain books, records and accounts throughout the Term that are separate from those of Landlord.

(ii) Reporting Requirements. So long as Landlord’s Debt and the Mezzanine Debt have not been repaid in full, Tenant shall comply with the information keeping and reporting requirements set forth on Schedule 6.1(h) hereto, subject in all instances to the confidentiality provisions of Article XXIV hereof.

(iii) Governmental Notices. Tenant shall furnish to Landlord, promptly after receipt, a copy of any notice received by or on behalf of Tenant from any Governmental Authority having jurisdiction over any Leased Property as to the commencement or proposed commencement of (i) any Condemnation proceedings with respect to any Leased Property or (ii) any other proceedings, which, if determined adversely to Tenant or any Leased Property, could reasonably be expected to result in uninsured losses, costs or damages to Tenant in excess of $500,000.

(i) Business and Operations. Tenant will qualify to do business (and will require all Subtenants to qualify to do business) and will remain (and will require all Subtenants to remain) in good standing under the laws of each jurisdiction as and to the extent the same are required for the conduct of its business at any Leased Property. In addition to and without limiting the foregoing, Tenant represents (1) that it has observed, and covenants and agrees that it will continue to observe, in all material respects, and that it has complied, and covenants and agrees that it will continue to comply, in all material respects, with its organizational documents and the Delaware Limited Liability Company Act, as applicable; (2) that it has maintained, and covenants and agrees that it will continue to maintain, its existence and good standing under the laws of its state of formation or organization; and (3) that it has qualified, and covenants and agrees that it will continue to qualify, to do business in each state in which the conduct of its business so requires.

(j) Property Documents. Tenant shall observe and perform all of the obligations of Landlord under each Property Document; provided, however, that Landlord and not Tenant shall retain, observe and perform all administrative, enforcement and other rights and obligations, if any, of Landlord as the “Declarant” (as opposed to any such rights or obligations of Landlord in its capacity as the owner of a parcel of real estate subject to such Operating Agreement) under any Operating Agreement.

Section 7.1 Tenant’s Negative Covenants. Tenant covenants and agrees with Landlord that it will not do, directly or indirectly, any of the following:

(a) Liens. Subject to Section 6.1(b)(ii), Tenant shall not, without the prior written consent of Landlord, create, incur, assume, permit or suffer to exist any Lien on any portion of any Leased Property (or any of them) or any other portion of any Leased Property or any expansions or alterations that remain Tenant’s property during the Term, except (i) Permitted Encumbrances, (ii) Liens created by or permitted pursuant to Landlord’s Loan Documents and (iii) Liens for Taxes or Other Charges not yet delinquent.

(b) Zoning and Uses. Tenant shall not (i) initiate or support any limiting change in the permitted uses of any Leased Property (or to the extent applicable, limiting zoning reclassification of any Leased Property), (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to any Leased Property or use or permit the use of any Leased Property in each case in a manner that would result in the existing use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) with any materially adverse effect on the value of any Leased Property or that would violate the terms of any Legal Requirements or any Property Document, (iii) modify, amend or supplement any of the terms of any Property Document in a manner adverse in any material respect to the interests of Landlord, (iv) other than Permitted Encumbrances, impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances upon any Leased Property in any manner that adversely affects in any material respect the value or utility of any Leased Property, (v) execute or file any subdivision plat affecting any Leased Property, institute, or permit the institution of, proceedings to alter any tax lot comprising any Leased Property, or (vi) other than Permitted Encumbrances, permit or suffer any Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement.

Section 8.1 Alterations. Tenant will, at Tenant’s expense, make any demolition, alteration, installation, improvement, expansion, reduction or decoration (each, an “Alteration”) of or to any Leased Property or any part thereof to the extent required to cause such Leased Property to comply with Legal Requirements, any Property Document or any provision of this

Lease (each, a “Required Alteration”). Tenant shall comply with the provisions of clauses (a), (d), (e), (f) and (g) of this Section 8.1 in connection with any Required Alteration. Tenant will not make any Alteration (other than Required Alterations), except in accordance with the following terms and conditions:

(a) The Alteration shall be undertaken in accordance with the applicable provisions of this Lease, Landlord’s Loan Documents, the Property Documents and all Legal Requirements.

(b) No Event of Default shall have occurred and be continuing and no Default shall occur as a result of such action.

(c) The Alteration shall not materially adversely affect the (i) Primary Intended Use or (ii) fair market value of the Leased Property in question (it being understood and agreed that Alterations undertaken to conform, upgrade or comply with then applicable Concept system standards shall be in compliance with this clause (c)).

(d) A Material Alteration shall be conducted under the supervision of a Qualified Architect and shall not be undertaken until ten (10) Business Days after there shall have been delivered to Landlord, for information purposes only and not for approval by Landlord, detailed plans and specifications and cost estimates therefor, prepared and approved in writing by such Qualified Architect. Such plans and specifications may be revised at any time and from time to time, provided that material revisions of such plans and specifications shall be delivered to Landlord in accordance with this Section 8.1(d) for information purposes only.

(e) All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall be not less than the standard of quality of the materials generally used at the applicable Leased Property as of the date hereof and all work shall be performed and all materials used in accordance with all applicable Legal Requirements and Insurance Requirements.

(f) The cost of any Alteration shall be promptly and fully paid for by Tenant. Unless otherwise consented to by Landlord, such consent not to be unreasonably withheld, conditioned or delayed, construction contracts for Material Alterations shall require at least five percent (5%) retainage until substantial completion and, thereafter, retainage of one hundred five percent (105%) of the cost to complete the work. During a Tenant Security Period, no Alteration the cost of which exceeds the Threshold Amount shall be performed by or on behalf of Tenant unless Tenant shall have delivered to Landlord Eligible Collateral as security in an amount not less than the amount by which the estimated cost (as set forth in the Qualified Architect’s written estimate referred to above) of such Alteration exceeds the Threshold Amount. In addition to payment or reimbursement from time to time of Tenant’s expenses incurred in connection with any such Alteration, the amount of the security required by reason of the estimated cost of such Alteration exceeding the Threshold Amount shall be reduced, dollar for dollar, if and to the extent that the Qualified Architect’s written estimate of the cost to complete such Alteration (including any retainages being withheld by Tenant from its contractors), free and clear of Liens, other than Permitted Encumbrances, is less than the previous estimate regarding such cost from a

Qualified Architect. Eligible Collateral provided by Tenant pursuant to this Section 8.1(f) shall be held and paid by Landlord solely as provided in this Section 8.1(f) and Section 8.1(g) and shall serve as security for funding the costs of completion of the applicable Material Alteration and shall not otherwise be available to secure any other obligations of Tenant under this Lease.

(g) With respect to security required by reason of the estimated cost of an Alteration exceeding the Threshold Amount, at any time after substantial completion of such Alteration in respect of which Eligible Collateral is deposited pursuant hereto, the whole balance of any Eligible Collateral so deposited by Tenant with Landlord and then remaining on deposit (together with earnings thereon) may be withdrawn by Tenant and shall be paid by Landlord to Tenant, and any other Eligible Collateral so deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Tenant, within ten (10) days after receipt by Landlord of an application for such withdrawal and/or release together with an officer’s certificate from Tenant, and signed also (as to the following clause (i)) by the Qualified Architect, setting forth in substance as follows:

(i) that the Alteration in respect of which such Eligible Collateral was deposited has been substantially completed in all material respects substantially in accordance with any plans and specifications therefor previously filed with Landlord under Section 8.1 and that, if applicable, a certificate of occupancy has been issued with respect to such Alteration by the relevant governmental authority(ies) or, if not applicable, that a certificate of occupancy is not required; and

(ii) that, to the knowledge of the certifying person, all amounts which Tenant is or may become liable to pay in respect of such Alteration through the date of the certification have been paid in full or adequately provided for or are being contested in accordance with the terms of this Lease and that, except to the extent of such contests, lien waivers have been obtained from the general contractor and major subcontractors performing such Alterations (or such waivers are not customary and reasonably obtainable by prudent owners in the area where the applicable Leased Property is located).

(h) Tenant shall obtain Landlord’s prior written approval (which approval shall not be unreasonably withheld) for any Alteration (i) which would, after completion of the Alteration, have a material adverse effect on the value or utility of the applicable Leased Property (it being understood and agreed that Alterations undertaken to conform, upgrade or comply with then applicable Concept system standards shall be deemed not to have a material adverse effect on the value or utility of such Leased Property), provided that Landlord shall approve such Alteration if Tenant covenants with Landlord to restore the applicable Leased Property at the expiration or earlier termination of this Lease to its state prior to such alteration and Landlord is reasonably assured of Tenant’s ability to do so and (ii) during a Tenant Security Period, which would affect the material structural elements or systems of the applicable Leased Property.

(a) Current Subleases. Tenant hereby represents, warrants and covenants to Landlord as follows: (i) none of the Leased Properties is subject to any Subleases other than the Affiliated Subleases, Unaffiliated Subleases and the Specified Prior Subleases, in each case as set forth on Schedule 8.2(a)(i); (ii) the current Subleases are in full force and effect and to Tenant’s knowledge, there are no material defaults thereunder by any party thereto (other than as expressly disclosed on Schedule 8.2(a)(ii)); (iii) no rent under any Sublease has been paid more than one (1) month in advance of its due date, except as set forth on Schedule 8.2(a)(iii); and (d) there has been no prior sale, transfer or assignment, hypothecation or pledge by Tenant of this Lease or any Sublease or of the rents received therein.

(b) Current Operations. Tenant represents and warrants to Landlord that each Leased Property is currently operated as one or more Restaurant Locations under a Concept or a Third-Party Brand, and is occupied and operated pursuant to a Concept Sublease, an RLP Sublease or an Unaffiliated Sublease.

(c) Subleasing Conditions. Except as otherwise provided in this Section 8.2, neither Tenant nor any Subtenant shall (i) enter into any Sublease (a “New Sublease”) or (ii) modify any Sublease (including, without limitation, accept a surrender of any portion of any Leased Property subject to a Sublease (unless otherwise required by law), allow a reduction in the term of any Sublease or a reduction in the rent or other amounts payable under any Sublease, change any renewal provisions of any Sublease, materially increase the obligations of the sublandlord or materially decrease the obligations of any Subtenant, or terminate any Sublease unless the Subtenant under such Sublease is in default (any such action referred to in clause (ii) being referred to herein as a “Sublease Modification”) without the prior written consent of Landlord which consent shall not be unreasonably withheld or delayed; provided, however, that Tenant, or any Subtenant or Affiliate of Tenant, may terminate a Sublease (x) that is an Affiliated Sublease, (y) for Tenant or a Concept Subsidiary to use the property formerly subleased for itself as a Concept, or (z) subject to compliance with Section 6.1(a)(iii), in connection with the decision to have the applicable store Go Dark. Any New Sublease or Sublease Modification that requires Landlord’s consent shall be delivered to Landlord and Landlord’s Lender for approval not less than ten (10) Business Days prior to the effective date of such New Sublease or Sublease Modification. If any of Landlord and Landlord’s Lender (either, an “Unresponsive Party”) fails to respond to a request for its consent pursuant to this Section 8.2(c) within ten (10) Business Days after its receipt of Tenant’s request therefor, Tenant may deliver to the Unresponsive Party a second request in an envelope or under cover of a letter marked URGENT and including a legend in bold typeface that such Unresponsive Party’s failure to grant or deny the requested consent within ten (10) Business Days after the receipt thereof will result in the requested consent being deemed to have been granted. If the Unresponsive Party fails to respond to such second request within ten (10) Business Days after its receipt thereof, such Unresponsive Party’s consent shall be deemed granted; provided, however, that unless each of Landlord and Landlord’s Lender has granted its consent, or is deemed to have granted its consent pursuant to the terms hereof, to any New Sublease or Sublease Modification, such New Sublease or Sublease Modification shall not be permitted hereunder, and Tenant agrees that if either Landlord or Landlord’s Lender withholds its consent to any New Sublease or Sublease Modification, such New Sublease or Sublease Modification shall not be permitted hereunder,

even if one of Landlord or Landlord’s Lender grants (or is deemed to have granted pursuant to the terms hereof) its consent to such New Sublease or Sublease Modification. Notwithstanding the foregoing, provided no Event of Default shall have occurred and be continuing, Tenant and/or any Subtenant may enter into a New Sublease or a Sublease Modification, without Landlord or Landlord’s Lender’s prior written consent, that satisfies each of the following conditions (collectively, the “Base Sublease Conditions”):

(i) such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, will not result in the number of Go Dark Restaurant Locations plus the number of Restaurant Locations that are being operated as one or more Unaffiliated Businesses (without duplication) exceeding the Go Dark/Sublease Limit;

(ii) the term of such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, including any and all renewal options, does not exceed the remaining Term;

(iii) such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, shall not include the payment by Tenant of any tenant improvement allowances or leasing commissions, or similar sublandlord monetary obligations, unless such Sublease expressly provides that such obligations will not be binding upon Landlord or its successors or assigns upon the termination of this Lease, and shall not be binding upon Landlord’s Lender or its successors or assigns upon foreclosure (or transfer in lieu thereof) of Landlord’s Lender’s lien;

(iv) such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, does not trigger any of the rights or obligations set forth on Schedule 1.3, and does not grant to the Subtenant thereunder any new purchase option, right of first refusal or other preferential rights with respect to the applicable Leased Property or any other Leased Property;

(v) such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, provides that the premises demised thereby can only be used for operation of a Concept restaurant (or, so long as paragraph (i) above is satisfied, an Unaffiliated Business), but cannot be used for any of the following uses: any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, obscene materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect;

(vi) such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, does not prevent casualty insurance proceeds or the proceeds of any condemnation award from being held and disbursed by Landlord’s Lender in accordance with the terms of Landlord’s Loan Documents;

(vii) such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, does not conflict with any Legal Requirement, Property Document, Insurance Requirement or any of the terms of this Lease;

(viii) (A) the Subtenant under such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, shall not have the benefit of the Master Lease SNDA, and (B) except for a new or existing Non-Disturbance Eligible Sublease with respect to which Landlord’s Lender has executed a Non-Disturbance Agreement pursuant to Section 8.2(j) below, such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, shall not provide for non-disturbance of the Subtenant thereunder, and shall, by its express terms, terminate upon the expiration or termination of this Lease; and

(ix) such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, satisfies the requirements of Section 8.2(h) and Section 8.2(i).

Notwithstanding the terms of this Section 8.2, and without limiting any sublease rights of Tenant under this Lease, any Affiliate of Tenant that has entered into a Concept Sublease for a Leased Property shall be permitted to subsublease such Leased Property to an Affiliate of Tenant provided such subsublease complies with the Base Sublease Conditions, and such subsublease shall not limit or release Guarantor’s obligations under the Guaranty.

Notwithstanding the terms of this Section 8.2, and without limiting any sublease rights of Tenant under this Lease, without the consent of Landlord, Tenant may sublet a portion of any one or more Leased Properties operated as a Concept to one or more concessionaires or other similar licensees of portions of the Leased Property in conjunction with the operation of the Leased Property for its Primary Intended Use, provided that such concessions and similar licenses shall be entered into in conjunction with and without in any material respect interfering with the operation of such Leased Property as a Concept.

(d) Delivery of New Sublease or Sublease Modification. Upon the execution of any New Sublease or Sublease Modification, as applicable, Tenant shall deliver to Landlord an executed copy of the Sublease or Sublease Modification, as the case may be. In addition, Tenant shall, from time to time, at the advance written request of Landlord, but not more than one (1) time per calendar year unless an Event of Default has occurred and is continuing, deliver to Landlord a list of (a) each and every Sublease then affecting all or any part of the Leased Properties, and (b) all sublicenses or other grants of possessory interests in any portion of the Leased Properties to which Tenant has given its consent or of which Tenant otherwise has knowledge, said list to be certified by an Officer’s Certificate of Tenant as true, complete and correct in all material respects.

(e) Sublease Amendments. Tenant agrees that it shall not have the right or power, as against Landlord without its consent (which consent shall not be unreasonably withheld or delayed except as provided herein), to cancel, abridge, amend or otherwise modify any Sublease, unless such modification complies with this Section 8.2.

(g) No Default Under Subleases. Tenant shall or shall cause each Subtenant to (i) promptly perform and observe all of the material terms, covenants and conditions required to be performed and observed by Tenant or Subtenant under the Subleases, if the failure to perform or observe the same would have a Material Adverse Effect; (ii) exercise, within eight (8) Business Days after a written request by Landlord, any right to request from the Subtenant under any Sublease a certificate with respect to the status thereof and (iii) not collect any of the rents under any Sublease more than one (1) month in advance (except that Tenant may collect such security deposits and last month’s rents as are permitted by Legal Requirements and are commercially reasonable in the prevailing market and collect other charges in accordance with the terms of each Sublease).

(h) Subordination. All Sublease Modifications and New Subleases entered into by Tenant or any Subtenant after the date hereof shall be expressly subject and subordinate to Landlord’s Loan Documents and this Lease (either through a subordination provision contained in such Sublease or Sublease Modification or, at Landlord’s option, in a separate subordination agreement in form reasonably satisfactory to Landlord and Landlord’s Lender).

(i) Attornment. Each New Sublease entered into from and after the date hereof shall provide that in the event of the enforcement by Landlord of any remedy under this Lease, or Landlord’s Lender of any remedy under Landlord’s Loan Documents, the Subtenant under such Sublease shall, at the option of Landlord or Landlord’s Lender or of any other Person succeeding to the interest of Landlord’s Lender as a result of any such enforcement, as applicable, attorn to Landlord, Landlord’s Lender or to such other Person, as applicable, and shall recognize Landlord, Landlords’ Lender or such successor-in-interest, as applicable, as sublandlord under such Sublease without change in the provisions thereof; provided, however, none of Landlord, Landlord’s Lender or such successor-in-interest shall be liable for or bound by (i) any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by any sublandlord under any such Sublease (but Landlord, Landlord’s Lender, or such successor-in-interest, as applicable, shall be subject to the continuing obligations of the sublandlord to the extent arising from and after such succession to the extent of Landlord’s, Landlord Lender’s, or such successor-in-interest’s, as applicable, interest in the applicable Leased Property), (iii) any credits, claims, setoffs or defenses which any Subtenant may have against any sublandlord, (iv) any obligation under such Sublease to maintain a fitness facility at the applicable Leased Property, (v) any obligation on sublandlord’s part, pursuant to such Sublease, to perform any tenant improvement work, or (vi) any obligation on sublandlord’s part, pursuant to such Sublease, to pay any sum of money to any Subtenant. Each such New Sublease shall also provide that, upon the reasonable request by Landlord, Landlord’s Lender or such successor-in-interest, the Subtenant shall execute and deliver an instrument or instruments confirming such attornment.

(j) Non-Disturbance Agreements. Landlord agrees that Landlord’s Lender shall enter into, and, if required by applicable law to provide constructive notice or requested by a Subtenant, record in the county where the subject Leased Property is located, a subordination, attornment and non-disturbance agreement, substantially in form and substance to the form attached hereto as Exhibit D (a “Non-Disturbance Agreement”), with any Subtenant under any new or existing Non-Disturbance Eligible Sublease, within twelve (12) Business Days after written request therefor by Subtenant; provided that the following conditions are satisfied:

(ii) such new or existing Non-Disturbance Eligible Sublease complies with the Base Sublease Conditions;

(iii) with respect to any new Non-Disturbance Eligible Sublease only, the “fixed” or “base” rent under such Non-Disturbance Eligible Sublease is at a substantially consistent or rising level throughout the term of such Sublease, other than for an initial “free rent” period complying with clause (iv) below;

(iv) with respect to any new Non-Disturbance Eligible Sublease only, the rental rate, any “free rent” periods and other material terms of such new Non-Disturbance Eligible Sublease are market-rate, commercially reasonable and no less favorable to the sublandlord than those that would be available on an arm’s-length basis, as evidenced by a certificate from an Independent Leasing Broker; and

(v) such request is accompanied by (i) an Officer’s Certificate stating that such new or existing Non-Disturbance Eligible Sublease complies with the foregoing conditions and is otherwise in compliance with this Section 8.2, and (ii) payment of all reasonable out-of-pocket costs and expenses incurred by Landlord and Landlord’s Lender in connection with the negotiation, preparation, execution and delivery of such Non-Disturbance Agreement, including, without limitation, reasonable attorneys’ fees and disbursements.

(k) Default Under Landlord’s Loan Documents; Additional Required New Sublease Provisions. Notwithstanding the foregoing, Tenant shall not sublet all or any portion of one or more Leased Properties if and to the extent such subletting would cause a default or breach under Landlord’s Loan Documents, in which case Landlord shall use reasonable and good faith efforts, at Tenant’s expense, to obtain any consents or approvals required under Landlord’s Loan Documents in connection with such subletting. In addition to the other requirements set forth herein, each New Sublease entered into from and after the date hereof shall provide that (i) Subtenant shall not further sublet all or any part of the applicable Leased Property or assign its Sublease except insofar as the same would be permitted if it were a Sublease by Tenant under this Lease (excluding Section 8.2(c)(i), but without limiting Tenant’s obligations under Section 6.1(a)(iii)), and (ii) in the event the Subtenant receives a written notice from Landlord stating that this Lease has been cancelled, surrendered or terminated, or that the applicable Leased Property has been removed from this Lease pursuant to the terms hereof, the Subtenant shall thereafter be obligated to pay all rentals accruing under said sublease directly to Landlord (or Landlord’s Lender if Landlord or Landlord’s Lender shall so direct) (and all rentals received from the Subtenant by Landlord shall be credited against the amounts owing by Tenant under this Lease).

(i) General Restrictions. Unless otherwise expressly permitted under the provisions of this Section 8.2, Tenant shall not cause, suffer or permit, and in no event shall there be permitted to occur, regardless of whether Tenant shall have or have not caused, suffered to permitted the same to occur:

(A) any assignment or other Transfer of this Lease by Tenant, or any Transfer of any interest of Tenant in any Leased Property or any part thereof or any legal or beneficial interest therein, other than Permitted Encumbrances;

(C) any failure, prior to a Qualifying IPO of the Minimum Ownership/Control Requirements set forth in clause (x) of the definition thereof set forth in Section 8.2(l)(ii)(D)(2) to continue to be satisfied;

(D) in the event a Qualifying IPO, permitted under Section 8.2(l)(ii) occurs, any Post-IPO Change of Control; or

(ii) Permitted Equity Transfers. Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of Landlord or Landlord’s Lender:

(A) the pledge of the Equity Interests in Guarantor or any of its Subsidiaries pursuant to the terms of the Guarantor Facility or a foreclosure (or transfer in lieu thereof) of such Equity Interests in Guarantor or any of its Subsidiaries resulting from the exercise of remedies as set forth in the Guarantor Facility;

(B) a Transfer (but not a pledge or encumbrance) by Holdco Parent or any then-existing Intermediate HoldCo Entity of one hundred percent (100%) (and not less than one hundred percent (100%)) of its direct Equity Interests in HoldCo or any then-existing Intermediate HoldCo Entity to a new Intermediate HoldCo Entity, provided that the Base Transfer Conditions have been satisfied;

(D) a Qualifying IPO of any IPO Entity, or any other Transfer (but not a pledge or encumbrance) of the direct or indirect Equity Interests in Holdco Parent, Guarantor, HoldCo, or any Intermediate Holdco Entity (such Person in which such Equity Interests are transferred by means other than a Qualifying IPO, a “Related Holding Entity”), provided that the following conditions have been satisfied:

(2) with respect to (x) any such Transfer other than a Qualifying IPO, subsequent to such Transfer, Permitted Holders or in the case of a Transfer to a Permitted Transferee, the related Permitted Transferee (or any combination of one or more of them, subject to the limitations in the definition of Permitted Holders), directly or indirectly own no less than fifty-one percent (51%) percent of the Equity Interests in, and Control, the Related Holding Entity (and, through ownership of the Related Holding Entity, in each direct or indirect Subsidiary of the Related Holding Entity), and (y) with respect to any Qualifying IPO, following such Qualifying IPO, the Post-IPO Control Requirements shall be satisfied (the foregoing requirements of (x) and (y) above, as applicable, the “Minimum Ownership/Control Requirements”);

(E) upon and subsequent to a Qualifying IPO of any IPO Entity, Transfers (whether direct or indirect and whether in open market transactions or otherwise) of the shares in such IPO Entity, provided that no Post-IPO Change of Control occurs;

(F) a Transfer (but not a pledge or encumbrance) of direct or indirect Equity Interests in any Permitted Transferee, provided that, subsequent to such Transfer, such Person shall continue to satisfy the criteria for a Permitted Transferee set forth in the definition thereof; or

(G) upon and subsequent to a Qualifying IPO of an Upper Tier Entity, Transfers of direct or indirect Equity Interests in such Upper Tier Entity, provided that no Post-IPO Change of Control occurs.

(iii) Deliveries to Landlord. Tenant shall deliver to Landlord (A) with respect to any Transfer to which the Base Transfer Conditions apply, not less than thirty-five (35) days prior to the closing of such Transfer, an Officer’s Certificate describing the proposed transaction and stating that such transaction is permitted by this Section 8.2(l) together with any appraisal or other documents upon which such Officer’s Certificate is based, (B) an Officer’s Certificate promptly following the realization or foreclosure (or transfer in lieu thereof) upon any pledge or encumbrance described in Section 8.2(l)(ii), and (C) copies of executed deeds or other similar closing documents within eight (8) Business Days after the closing of any Transfer described in clauses (A) or (B) of this sentence.

(iv) Tenant shall be responsible for the payment of and shall pay or reimburse Landlord and Landlord’s Lender for all of Landlord’s and Landlord’s Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs and any Rating Agency fees and expenses, actually incurred by Landlord or Landlord’s Lender in connection with the review, negotiation and implementation of the provisions and documentation provided for in this Section 8.2(l).

(v) Nothing in this Section 8.2(l) shall prohibit the grant of a Lien by Tenant, Guarantor, any direct or indirect Subsidiary of Guarantor, or any Subtenant on Tenant’s Personalty.

(m) Landlord’s Right to Collect from Assignees and Subtenants. Without limiting any other provisions of this Lease, if this Lease is assigned or the applicable Leased Property or any part thereof is sublet (or occupied by any entity other than Tenant and its employees), Landlord, (i) after an Event of Default occurs and so long as it is continuing, may collect the rents from such assignee, and (ii) after the termination, cancellation or surrender of this Lease, or removal of the applicable Leased Property from this Lease, may collect the rents from such Subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed (A) a waiver of any obligations of Tenant, or rights of Landlord, under this Lease, (B) the acceptance by Landlord of such assignee, Subtenant or occupant, as the case may be, as a tenant or (C) release of Tenant from the future performance of its covenants, agreements or obligations contained in this Lease.

(n) No Release; Affirmance of Guaranty. No subletting or assignment or other Transfer shall in any way impair or release the continuing primary liability hereunder of Tenant named herein, as well as of each subsequent Tenant, and no consent to any subletting or assignment or other Transfer in any particular instance shall be deemed a waiver of the prohibition set forth in this Section 8.2. Any subletting, assignment or other Transfer in contravention of this Section 8.2 shall be void at Landlord’s option.

(o) Reimbursement of Landlord’s Costs. Tenant shall pay to Landlord, within ten (10) Business Days after request therefor, all costs and expenses, including reasonable attorneys’ fees, incurred by Landlord (including, to the extent Landlord is liable for the same, by Landlord’s Lender) in connection with any request made by Tenant to Landlord to assign this Lease or sublet any Leased Property, or with respect to any other Transfer.

(a) Subject to Articles X and XI and any Unavoidable Delays, Tenant, at its expense, shall, or shall cause, each Leased Property, including all areas that are part of such Leased Property outside of any buildings (including all roadways, sidewalks, driveways, landscaping, trash enclosures, trash compacting and loading areas, parking areas and curbs), and including portions to be maintained by non-governmental third parties under any Property Document, to be maintained in a safe condition and good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant’s use, any prior use, the elements or the age of such Leased Property) and shall promptly make all necessary and appropriate repairs and replacements thereto, of every kind and nature, whether interior or exterior, structural (including any roof on any Leased Improvements) or non-structural, ordinary or extraordinary, foreseen or unforeseen, arising by reason of a condition (concealed or otherwise) occurring subsequent or prior to the Commencement Date. All work, maintenance and repairs shall be made in a good and workmanlike manner, in accordance with all applicable Legal Requirements, Insurance Requirements, any applicable repair standards and requirements promulgated by Tenant or its Affiliates for Tenant’s properties (or applicable to any Concept operated at the applicable Leased Property), and safe practices. Tenant will not take or omit to take any action the taking or omission of which might materially impair the operation, use, value or utility of the Leased Property or any part thereof for the Primary Intended Use. Without limitation, (i) no work, maintenance and repairs by Tenant shall result in any structural damage to any Leased Properties or any injury to any persons, and (ii) Tenant shall ensure that the quality of materials and workmanship of any work, maintenance or repairs meets or exceeds the quality of materials and workmanship of the Leased Property prior to the need for such work, maintenance or repairs. To the extent any portion of the Leased Property, including any roadways, sidewalks, driveways, landscaping, trash enclosures, trash compacting and loading areas, parking areas and curbs, are to be maintained by non-governmental third parties under any Property Document, Tenant’s obligations hereunder shall be to use its best efforts to enforce such third party obligations under the Property Documents, and Landlord agrees to cooperate, at Tenant’s sole cost and expense, with any such efforts.

(b) Except as otherwise expressly provided herein, Landlord shall not be required to build or rebuild any improvements on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or non-structural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Tenant hereby waives, to the extent permitted by law, the right to make repairs at the expense of Landlord pursuant to any law in effect at the time of the execution of this Lease or thereafter enacted.

(c) Nothing contained herein and no action or inaction by Landlord shall be construed as (i) constituting the consent or request of Landlord, expressed or implied, to any contractor, subcontractor, laborer, materialman or vendor to or for the performance of any labor

or services or the furnishing of any materials or other property for the construction, alteration, addition, repair or demolition of or to the Leased Property, or (ii) giving Tenant any right, power or permission to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Landlord in respect thereof or to make any agreement that may create, or in any way be the basis for, any right, title, interest, lien, claim or other encumbrance upon the estate of Landlord in the Leased Property.

Tenant will, upon the expiration or prior termination of the Term with respect to any Leased Property, or removal of a Leased Property from this Lease pursuant to the terms hereof, immediately vacate and surrender the same to Landlord (i) in compliance with all Legal Requirements, (ii) in safe condition and (iii) in all other respects in the condition in which the same was originally received from Landlord, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Lease and except for ordinary wear and tear (subject to the obligation of Tenant to maintain the Leased Property in good order and repair during the Term). In addition, if Tenant so elects, Tenant may remove Tenant’s Personalty from the Leased Property. To the extent that any damage is caused by Tenant or its employees, agents or contractors to any portion of the Leased Property as a result of such removal or in connection with Tenant vacating the Leased Property, Tenant shall be responsible for the repair of such damage (or, at Landlord’s option, Tenant shall reimburse or pay Landlord for all costs and expenses incurred by Landlord in repairing such damage). Tenant shall surrender to Landlord all keys, any key cards or other devices permitting access to the Leased Improvements or the Leased Property, and shall advise Landlord as to the combination of any locks or vaults then remaining in the Leased Property. All Tenant’s Personalty shall be and remain the property of Tenant, provided that any of Tenant’s Personalty not removed by Tenant within thirty (30) days after the expiration or termination of this Lease, or removal of the applicable Leased Property from this Lease pursuant to the terms hereof, shall be considered abandoned by Tenant and may be appropriated, sold, destroyed or otherwise disposed of by Landlord, at Tenant’s expense, without obligation to account therefor or to reimburse or compensate Tenant for the value therefor. Tenant shall have the right during such 30-day period to enter upon the Leased Property and remove all or any part of Tenant’s Personalty and will pay all costs and expenses incurred in removing or disposing of Tenant’s Personalty. Tenant will repair, at its expense, all damage to the Leased Property caused by the removal of Tenant’s Personalty, whether effected by Tenant or Landlord. Landlord shall not be responsible for any loss or damage to Tenant’s Personalty during the Term or such thirty (30) day period except to the extent such loss or damage is caused by the gross negligence or willful misconduct of Landlord, and Landlord shall not be responsible for any loss or damage to Tenant’s personalty in any event (and regardless of Landlord’s gross negligence or willful misconduct) after the expiration of such thirty (30) day period.

(a) Tenant shall keep the applicable Leased Properties, and all property located in or on the applicable Leased Properties, including Tenant’s Personalty, insured at Tenant’s sole cost and expense with the kinds and amounts of insurance, and issued by such insurance companies, as set forth on Schedule 10.1 hereto.

(b) If Tenant does not furnish the certificates as required pursuant to Schedule 10.1 hereto, Landlord may procure, but shall not be obligated to procure, such replacement policy or policies and pay the insurance premiums therefor, and Tenant agrees to reimburse Landlord for the cost of such insurance premiums promptly on demand, which unpaid amounts shall bear interest until paid to Landlord at the lesser of (x) the maximum interest rate permitted by applicable law, and (y) the Overdue Rate.

(i) If any Leased Property is damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Tenant shall give prompt written notice thereof to Landlord generally describing the nature and extent of such Casualty. Subject to Section 10.2(c), following the occurrence of a Casualty, Landlord, to the extent sufficient insurance proceeds and other amounts made available by Tenant pursuant to Section 10.2(b) are available for restoration, and subject to Unavoidable Delays, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the affected Leased Property (a “Restoration”) to the extent practicable to be of substantially the same character and quality as prior to the Casualty. If elected by Tenant, Tenant shall undertake such Restoration in which case Landlord shall make available all insurance proceeds in respect of such Casualty, subject to the requirements of Landlord’s Loan Documents. The party undertaking such Restoration hereunder shall restore all Leased Improvements such that when they are fully restored and/or repaired, such Leased Improvements and their contemplated use fully comply with all applicable material Legal Requirements. Notwithstanding anything herein to the contrary, subject to Unavoidable Delays, available insurance proceeds and any delays caused by Tenant, if Landlord does not complete any such Restoration within eighteen (18) months after the date of the final settlement of all applicable insurance claims, Tenant may thereafter remove the affected Leased Property from this Lease upon not less than thirty (30) days prior written notice, whereupon the affected Leased Property shall be removed from this Lease on the Rent Payment Date specified in Tenant’s notice unless such Restoration is completed prior to such date specified by Tenant for termination. The immediately preceding sentence shall not apply if Tenant elects to undertake such

Restoration. Landlord shall not be obligated to restore or replace Tenant’s Personalty or any alterations or additions to the Leased Property made by Tenant, unless, with respect to such alterations or additions, the same were Required Alterations. Landlord may settle and adjust the insurance claim in respect of any Casualty; provided that such adjustment is carried out in a reasonable and timely manner and that Tenant shall be entitled, at its own expense, to participate in any such adjustment.

(b) Landlord’s Right to Proceeds. In the case of a Casualty, Tenant shall make available to Landlord all proceeds from insurance policies that are required to be maintained pursuant to Section 10.1 (but excluding proceeds in respect of Tenant’s business interruption insurance, and Tenant’s Personalty) to apply to the cost of the Restoration, plus an amount equal to any applicable deductibles or other self-retained risks. If Tenant shall have defaulted upon its obligation to maintain insurance in the amounts and of the types required under this Lease, and such default results in insufficient proceeds to restore or pay Rent owed to Landlord, then Tenant shall pay Landlord such insufficiency.

(i) Notwithstanding the provisions clauses (a) and (b) above, Landlord shall not be required to restore, repair, replace or rebuild a Leased Property affected by a Casualty if Landlord determines in good faith that:

(A) the Restoration, if diligently prosecuted, could not reasonably be completed within the eighteen (18) month period required in Section 10.2(a), or

(B) the Casualty destroyed more than fifty percent (50%) (by value) of the Leased Improvements with respect to such Leased Property, or

(C) there are insufficient proceeds to complete the Restoration and Tenant has not made an election to complete the Restoration pursuant to Section 10.2(c)(ii) (provided that the foregoing shall not limit Tenant’s liability for any default under its obligation to maintain insurance).

(ii) Landlord shall notify Tenant of its election not to restore within sixty (60) days after final settlement of all insurance claims arising from the Casualty, in which case (subject to Tenant’s right in the immediately following sentence), the affected Leased Property shall be removed from this Lease on a Rent Payment Date specified in said notice not later than the thirtieth (30^th) day after such notice. Notwithstanding Landlord’s notice of its election not to restore, then, Tenant, by written notice to Landlord and Landlord’s Lender within thirty (30) days after the notice received from Landlord as set forth above in this Section 10.2(c)(ii), may elect, but shall not be required, to undertake and complete the Restoration, and in doing so, make use of the related proceeds, in which event the affected Leased Property shall not be removed from this Lease.

(d) Abatement of Rent. To the extent and for the time that a Casualty renders a Leased Property unusable for the Primary Intended Use, Base Rent and Additional Charges shall abate by an amount up to the Fair Market Rental for such Leased Property, but only to the extent Landlord is reimbursed for such amounts from Landlord’s rental interruption insurance.

(e) Surplus. Any surplus which may remain out of proceeds received pursuant to a Casualty (other than proceeds in respect of Tenant’s Personalty) shall be paid to Landlord after payment of such costs of Restoration.

(a) Tenant shall promptly give Landlord written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting any Leased Property (a “Condemnation”) of which it receives written notice and shall deliver to Landlord copies of any and all papers served in connection with such Condemnation. The affected Leased Property shall be removed from this Lease upon the Condemnation of all or substantially all of such Leased Property. A Condemnation of substantially all of a Leased Property shall be deemed to have occurred if (i) fifty percent (50%) or more of the improved portion of such Leased Property shall have been subject to a Condemnation or Tenant is unable to use the Leased Property for the Primary Intended Use for a period in excess of twelve (12) months as a result of a Condemnation, (ii) there shall have been a loss of access or egress, parking capacity or any other appurtenance necessary for the operation of such Leased Property substantially in the manner in which it had previously been operated and there is no reasonably equivalent replacement therefor, or (iii) the net Condemnation proceeds available are insufficient to permit the Restoration of such Leased Property to an economically viable operation in accordance with the Primary Intended Use.

(b) If a portion of a Leased Property is the subject of a Condemnation and the affected Leased Property is not removed from this Lease pursuant to clause (a) above, then Landlord shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of substantially the same character as prior to such Condemnation, provided that Landlord shall not be obligated to expend in such Restoration more than the net Condemnation proceeds paid to Landlord in connection with such Condemnation. If elected by Tenant, Tenant shall undertake such Restoration in which case Landlord shall make available all condemnation proceeds in respect of such Condemnation, subject to the requirements of Landlord’s Loan Documents. The party undertaking such restoration hereunder shall restore all Leased Improvements such that when they are fully restored and/or repaired, such Leased Improvements and their contemplated use fully comply with all applicable material Legal Requirements. Notwithstanding anything herein to the contrary, unless Tenant has elected to undertake such restoration, and subject to Unavoidable Delays, available Condemnation and insurance proceeds and any delays caused by Tenant, if Landlord does not complete any such Restoration within eighteen (18) months after the date of settlement of all applicable insurance and Condemnation claims, Tenant may thereafter remove the affected Leased Property from this Lease upon not less than thirty (30) days’ prior written notice, whereupon the affected Leased Property shall be removed from this Lease on the Rent Payment Date specified in Tenant’s notice unless such Restoration is completed prior to such specified date.

(c) For the period of time that a Condemnation renders a Leased Property unusable for the Primary Intended Use, the Base Rent shall be reduced by the Fair Market Rental for such Leased Property for such period, and the Additional Charges in respect of such Leased Property shall abate for such period; provided, however, that if Tenant has elected to perform the Restoration as provided in Section 10.3(b), then the Base Rent reduction and abatement of Additional Charges as provided in this clause (c) shall end (and Base Rent and Additional Charges shall return to their respective amounts as otherwise provided for in this Lease) upon the earlier of (i) the date when the Restoration is sufficiently completed such that the Leased Property is again usable for the Primary Intended Use or (ii) twelve (12) months after the date of such Condemnation, even if at the end of such twelve (12) month period the Restoration has not been completed and regardless of whether the Leased Property is then usable or unusable for the Primary Intended Use.

(d) Landlord is hereby irrevocably appointed as Tenant’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any proceeds in respect of a Condemnation and to make any compromise or settlement in connection with such Condemnation, subject to the provisions of this Section 10.3, and such power shall include the power to substitute Landlord’s Lender in Landlord’s discretion. Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant’s right to any award or payment on account of (i) Tenant’s Personalty, (ii) moving expenses, (iii) business dislocation damages or (iv) such other claims that Tenant is entitled or permitted to pursue under applicable law in respect of such Condemnation, so long as in each case any such claim does not in any way reduce the amount of the award otherwise payable to Landlord for the Condemnation of Landlord’s right, title and/or interest in the applicable Leased Property.

(e) Any surplus which may remain out of proceeds or awards received pursuant to a Condemnation in respect of the Leased Property (and not Tenant’s Personalty or other permitted claims of Tenant) after payment of such costs of Restoration shall be paid over to and belong to Landlord.

Section 11.1 Cash Management Procedures. Tenant hereby agrees to cooperate with Landlord and to execute any and all instruments reasonably requested by Landlord (including, if necessary, the execution of an amendment to this Lease), in the establishment and maintenance of cash management procedures reasonably requested by any Landlord’s Lender in connection with Landlord’s Loan Documents (the “Cash Management Procedures”) with respect to payment of Base Rent and other amounts payable by Tenant directly to Landlord as and when the same are due and payable hereunder; provided that such do not (A) increase the obligations of Tenant hereunder or adversely affect Tenant’s rights under this Lease or (B) require Tenant or its Affiliates to modify the accounting treatment or classification of this Lease (as reasonably determined by Tenant’s or its Affiliates’ auditors).

Section 12.1 Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder:

(a) if Tenant shall fail to pay any Scheduled Lease Payment on the date the same is due and payable hereunder, or

(b) Subject to Tenant’s rights under Section 6.1(b), if Tenant shall fail to pay any item of Variable Additional Charges when due and payable and such default shall continue for ten (10) Business Days after receipt of notice thereof from Landlord or the party to whom such payment is required to be made, or

(c) if Tenant shall fail to observe or perform any term, covenant or condition of this Lease not specifically provided for in this Section 12.1 and such failure is not cured within a period of thirty (30) days after receipt of notice from Landlord, unless such failure is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided, further, that Tenant shall have commenced to cure such failure within such thirty (30) day period and thereafter diligently proceeds to cure the same, such cure period shall be extended for such time as is reasonably necessary for Tenant in the exercise of due diligence to cure such failure, such additional period not to exceed one hundred eighty (180) days, or

(d) if Tenant or Guarantor shall admit in writing its inability to pay its debts generally as they become due; file a petition in bankruptcy or a petition to take advantage of any insolvency act; make an assignment for the benefit of its creditors; consent to the appointment of a receiver of itself or of the whole or any substantial part of its property; or file a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, or

(e) any petition shall be filed by or against Tenant or Guarantor under Federal bankruptcy laws, or any other proceeding shall be instituted by or against Tenant or Guarantor or such subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant or Guarantor, or for any substantial part of the property of Tenant or Guarantor, and such proceeding is not dismissed within ninety (90) days after institution thereof, or Tenant or Guarantor shall take any action to authorize or effect any of the actions set forth above in this paragraph (e), or

(f) if the estate or interest of Tenant in any Leased Property shall be levied upon or attached in any proceeding and the same shall not be vacated or discharged within the later of ninety (90) days after commencement thereof or thirty (30) days after receipt by Tenant of notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with the terms of this Lease), or

(h) any breach by Tenant under Section 6.1(a)(iii) and such breach continues uncured for thirty (30) days;

and in any such event, Landlord may terminate this Lease on a Rent Payment Date with respect to one or more, or all of the Leased Properties by giving notice of such termination and upon the expiration of the time fixed in such notice, if any, and the failure of the applicable Event of Default to be cured prior to the expiration of such period, the Term shall terminate with respect to the Leased Properties on the Rent Payment Date specified in such notice and all rights of Tenant under this Lease with respect to such Leased Properties shall cease. Landlord shall have all rights at law and in equity available to Landlord as a result of Tenant’s breach of this Lease. Tenant shall, to the maximum extent permitted by law, pay as Additional Charges all Litigation Costs as a result of any Event of Default hereunder.

Section 12.2 Certain Remedies. During the continuance of an Event of Default, Landlord shall have the right to terminate this Lease, and otherwise exercise remedies, at any time and from time to time, with respect to one or more, or all, of the Leased Properties, and the termination of this Lease or other exercise of remedies with respect to one or more Leased Properties shall in no way constitute a waiver on the part of Landlord or an election to terminate this Lease on account of such Event of Default, or otherwise exercise remedies, at any time and from time to time, in one or more other instances, with respect to the balance of the Leased Properties. Without limitation, and subject to applicable law, Landlord shall have the right during the continuance of any Event of Default (a) to terminate Tenant’s possession of any of the Leased Properties with the intention of preparing the same for re-letting without terminating this Lease as to such Leased Properties, and (b) following any termination by Landlord of Tenant’s possession of any of the Leased Properties, or abandonment by Tenant of any of the Leased Properties, in each case where Landlord does not terminate this Lease as to such Leased Properties, to enforce all of Landlord’s rights and remedies under this Lease, including the right to collect Rent as it comes due under this Lease.

Section 12.3 Damages. Neither (a) the termination of this Lease pursuant to Section 12.1 with respect to any or all of the Leased Properties, (b) the repossession of the applicable Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the applicable Leased Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the applicable Leased Property to and including the date of such termination. Thereafter, Tenant, until the end of what would have been the Term in the absence of such termination, and whether or not the applicable Leased Property shall have been re-let, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Rent and other charges which would be payable hereunder for the remainder of the Term had such termination not occurred, less the net proceeds, if any, of any re-letting

of the applicable Leased Property, after deducting all expenses in connection with such re-letting, including all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, advertising costs, expenses of employees, alteration costs and expenses of preparation of the applicable Leased Property for such re-letting. Tenant shall pay such current damages to Landlord monthly on the days on which the Base Rent would have been payable hereunder if this Lease had not been terminated. Upon Landlord’s repossession of any Leased Property, Landlord shall use reasonable efforts to mitigate its damages by re-letting such Leased Property and, without limitation of the foregoing, shall consider in good faith re-letting opportunities presented to Landlord by Tenant or third parties.

At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages and in lieu of all such current damages beyond the date of such termination, at Landlord’s election, Tenant shall pay to Landlord an amount equal to the net present value (using a discount rate of five percent (5%)) of the excess, if any, of the Rent (assuming, with respect to items of Rent that are not fixed or determinable, that the amounts payable by Tenant in respect of such items of Rent during the preceding Lease Year would remain constant throughout the Term) which would be payable hereunder from the date of such termination for what would be the then unexpired term of this Lease if the same remained in effect (with respect to the applicable Leased Property), over the Fair Market Rental (including, for the avoidance of doubt, items of additional rent that would be paid by a third party tenant which shall, to the extent not fixed or determinable, be based on the amounts payable by Tenant in respect of Variable Additional Charges during the preceding Lease Year, without increase) for the same period. Nothing contained herein shall, however, limit or prejudice the right of Landlord to prove and obtain in any Bankruptcy Proceeding, or other proceeding for insolvency an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above.

In case of any Event of Default, re-entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (a) relet the applicable Leased Property or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may, at Landlord’s option, be equal to, less than or exceed the period which would otherwise have constituted the balance of the Term and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to relet the same, and (b) make such alterations, repairs and decorations in the applicable Leased Property as Landlord, in its sole judgment, considers advisable and necessary for the purpose of reletting the applicable Leased Property; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid.

Section 12.4 Application of Funds . Any payments received by Landlord under any of the provisions of this Lease during the existence or continuance of any Event of Default (and such payment is made to Landlord rather than Tenant due to the existence of an Event of Default) shall be applied to Tenant’s obligations in the order which Landlord may determine or as may be prescribed by the laws of the State where the applicable Leased Property is located.

Section 12.5 Limitations In Respect of Certain Events of Default. Notwithstanding anything to the contrary herein contained, in lieu of or in addition to any of the foregoing remedies and damages, Landlord may exercise any remedies and collect any damages available to it at law or in equity; provided, however, with respect to a Limited Default Event, the maximum aggregate amount Tenant shall be required to pay to Landlord from and after the date of the occurrence of such Limited Default Event (the “Occurrence Date”) shall be limited to the sum of (i) the present value as of the Occurrence Date, discounted at the annual rate of 8.38%, of all Base Rent reserved hereunder for the unexpired portion after the Occurrence Date of the Term devised herein as if this Lease had not expired or been terminated and (ii) any amounts of Additional Charges which are due and payable or have accrued under this Lease after the Occurrence Date while Tenant remains in possession of any Leased Property after any Limited Default Event that relates to Taxes, Other Charges, and other Scheduled Additional Charges, Variable Additional Charges, repairs, maintenance, environmental maintenance, remediation and compliance and other routine and customary costs and expenses of operating and maintaining the Leased Properties. Nothing contained in this Section 12.5 shall limit any amounts payable by Tenant with respect to Base Rent if any Event of Default that is not a Limited Default Event has occurred (notwithstanding that a Limited Event of Default also has occurred).

LANDLORD’S SELF HELP RIGHTS; LANDLORD’S RIGHTS UPON LEASE REJECTION OR LEASE TERMINATION

Section 13.1 Landlord’s Right to Act Regarding Tenant’s Default. If an Event of Default shall have occurred and be continuing, Landlord, without waiving or releasing any obligation or Event of Default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the account and at the expense of Tenant, and may, to the extent permitted by law, enter upon the applicable Leased Property or any portion thereof for such purpose and take all such action thereon as, in Landlord’s opinion, may be necessary or appropriate therefor, including, without limitation, to the fullest extent permitted by law, repossessing the Leased Property and ejecting any Person or property thereon. No such entry shall be deemed an eviction of Tenant. All reasonable sums so paid by Landlord and all costs and expenses (including attorneys’ fees and expenses, in each case, to the extent permitted by law) so incurred, together with interest thereon (to the extent permitted by law) at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Landlord, shall be paid by Tenant to Landlord on demand. The obligations of Tenant and the rights of Landlord contained in this Article XIII shall survive the expiration or earlier termination of this Lease.

(a) In the event of a Lease Rejection or a Lease Termination, Landlord shall have the option, exercised pursuant to Section 13.2(b), to cause Tenant to provide Transition Services on the terms set forth in this Section 13.2 with respect to any or all of the Rejected Leased Properties or the EOD Removed Properties, respectively, as Landlord shall elect (such Leased Properties, the “Transition Properties”), for the duration of the Transition Period. As used herein, “Transition Services” shall mean all of the services of Tenant (i) that were provided by Tenant or its Affiliate with respect to the Transition Properties immediately prior to the

commencement of the Transition Period, (ii) that are required to operate the Transition Properties in substantially the same manner as such Transition Properties were operated by Tenant and its Affiliates immediately prior to the commencement of the Transition Period, and (iii) the performance of which would not breach or otherwise violate applicable law or any contractual agreements to which Tenant or such Affiliate is a party or by which it is bound.

(b) Landlord may elect to cause Tenant to provide Transition Services by delivering written notice (a “Transition Services Notice”) to Tenant, no later than ten (10) Business Days after the occurrence of a Lease Rejection or Lease Termination, specifying (i) the identity of the Transition Properties and (ii) the duration of the period during which Transition Services are to be provided, not to exceed ninety (90) days from the occurrence of the Lease Rejection or Lease Termination, as applicable (the “Transition Period”), which Transition Period shall be the same for all of the Transition Properties; provided, that after delivery of the initial Transition Services Notice, Landlord may shorten the Transition Period by delivering written notice to Tenant at least five (5) Business Days in advance of the new termination date of the Transition Period.

(c) As compensation for providing Transition Services, Landlord shall pay Tenant a fee (the “Management Fee”) equal to four and one-half percent (4.5%) of aggregate gross collected revenues derived from the operation of the Transition Properties (but not any sums which, under GAAP, are attributable to capital) during the Transition Period, payable on a monthly basis for the applicable monthly accounting period. For purposes of this Lease, an “applicable monthly accounting period” shall mean the period encompassing a full fiscal month as designated by Tenant. For example, if the applicable monthly accounting period is the twenty-first (21^st) of the previous month through the twentieth (20^th) day of the current month, the applicable monthly accounting period for the month of June would be May 21^st through June 20^th. Landlord shall pay the Management Fee monthly on the first day of each month following a month for which any portion of the Management Fee is payable. Tenant shall send monthly to Landlord a calculation of the Management Fee, which shall be subject to Landlord’s approval, not to be unreasonably withheld, delayed or conditioned. The Management Fee for any partial month shall be appropriately prorated. Notwithstanding the foregoing, Landlord may offset against any Management Fee owing to Tenant the amount of any damages owing hereunder on account of termination but not to exceed, in any bankruptcy of Tenant, the amount of any Allowed Claim.

(d) All revenues from operation of the Transition Properties during the Transition Period shall be the sole property of Landlord and shall be held by Tenant in trust for Landlord’s benefit. Notwithstanding the foregoing, Tenant may reimburse itself directly from the revenues of the Transition Properties for any out-of-pocket costs and expenses of operating the Transition Properties or of providing Transition Services that are advanced, accrued or suffered by Tenant or its Affiliate (including any payments to Affiliates of Tenant for advertising, insurance and other expenses incurred by such Affiliate on behalf of Tenant, provided that such expenses are charged to Tenant on the same basis as similar expenses are charged to other “company-owned” stores operated by Tenant’s Affiliates). In no event shall Tenant or any Affiliate be required to pay, advance, accrue or suffer any out-of-pocket costs or expenses of operating the Transition Properties or of providing Transition Services unless there are sufficient revenues available from the Transition Properties (after provision for a sufficient

reserve to pay any Management Fee for the then-current monthly accounting period) to reimburse Tenant or its Affiliate for such costs and expenses or unless Landlord shall advance funds to Tenant or its Affiliate to pay such costs and expenses.

(e) Tenant’s obligation to provide Transition Services to Landlord is subject to the following limitations:

(i) Tenant shall not be required to provide Transition Services with respect to, or to reopen or re-operate, any Leased Property that was, as of the date of Lease Rejection or Lease Termination, a Go Dark Leased Property or otherwise not in operation by Tenant or its Affiliate (including by reason of a Sublease).

(ii) Tenant shall perform Transition Services in the capacity of a third-party property manager. Tenant’s performance of Transition Services shall not create any agency or fiduciary relationship among, or any duty owed by, Tenant, Landlord and their respective Affiliates, officers, employees and agents, apart from contractual duties expressly set forth in this Lease.

(iii) Tenant shall have no obligation to pay Base Rent or Additional Charges with respect to any Transition Property or any other sum to Landlord in consideration of Tenant’s or its Affiliates’ use and occupancy of any Transition Property during the Transition Period; provided, however, that this provision shall not abrogate or impede any rights or remedies otherwise available to Landlord under Article XII hereof as a result of an Event of Default.

(iv) Upon the expiration of the Transition Period, Tenant shall have the absolute right, without notice to or consent of Landlord, to (i) remove, destroy or conceal from public view all Tenant Proprietary/IP Material contained, used or displayed on any Fixture or Trade Fixture located at the Transition Properties (or any Leased Property subject to Lease Rejection or Lease Termination that is not a Transition Property), and (ii) remove from such Leased Properties any of Tenant’s Personalty that constitutes, uses, contains or displays any Tenant Proprietary/IP Material, except if (in connection with such use, containment or display) such Tenant Proprietary/IP Material can be removed from such items of Tenant’s Personalty, or destroyed or concealed from public view, through Tenant’s commercially reasonable efforts. Landlord shall have no ownership, franchise or other right to own or use any Tenant Proprietary/IP Material or any interest therein.

(v) Tenant and its Affiliates shall not be required to disclose to Landlord any proprietary technology or trade secrets constituting Tenant Proprietary/IP Material.

Upon the occurrence of a Lease Rejection or a Lease Termination and until the date that is ninety (90) days after such Lease Rejection or Lease Termination, and whether or not Landlord has delivered a Transition Services Notice to Tenant, Tenant shall (in each case, at no out-of-pocket cost or expense to Tenant), to the extent permitted by applicable law and contractual agreements:

(a) Cooperate, upon Landlord’s reasonable request, with Landlord’s efforts to identify, apply for and obtain any governmental permits or licenses required to operate any Leased Property (“Permits”); provided, that Tenant shall not be obligated to assign or transfer any Permit to Landlord, or to cooperate with Landlord in applying for or obtaining a replacement for any Permit, if Tenant or its Affiliate intends to use such Permit or to sell, license, assign or transfer such Permit to another Person;

(b) Cooperate, upon Landlord’s reasonable request, with Landlord’s efforts to obtain replacement software relating to the operation of the Leased Properties; provided, that Tenant and its Affiliates shall have no obligation at any time to disclose to Landlord any proprietary technology or trade secrets constituting Tenant Proprietary/IP Material;

(c) Provide Landlord reasonable access during reasonable business hours to employees of Tenant or its Affiliate employed on-site at the Leased Properties that are subject to Lease Rejection or Lease Termination, and to such employees’ salary, pay history, personal contact information and other employee data in Tenant’s or its Affiliate’s possession or control, in each case, for the purpose of enabling Landlord to offer employment to such employees; provided, that the foregoing shall not prohibit Tenant or its Affiliate from offering employment to such employees at other locations or in other positions; and

(d) Provide Landlord with all store-level operational data and information in its possession or control (including lists of vendors and supply contracts) for the period from and after the date that is twelve (12) months prior to Lease Rejection or Lease Termination with respect to all Leased Properties that are subject to Lease Rejection or Lease Termination, except to the extent such information constitutes Tenant Proprietary/IP Material.

In addition to, but not in limitation of, the rights of any purchaser, assignee or Superior Party under Section 15.2, if Landlord notifies Tenant in writing of any pledge or assignment of its rights hereunder to a Superior Party, then the rights of Landlord provided in this Article XIII and in Section 5.3 may be exercised by such Superior Party. Tenant, its Affiliates, and any other Persons (including any court) shall be entitled to rely on any and all communications or acts of such Superior Party, or of any party claiming to be such Superior Party’s agent or representative (but shall not be required to rely if Tenant, its Affiliates or such other Person questions in good faith the authority of the Person claiming to be such Superior Party’s agent or representative), with respect to the exercise of any rights or options or the giving of any notice or direction under this Article XIII or Section 5.3 on behalf of Landlord, without the necessity of making any inquiry of as to the authority of such Person with respect to such matter and notwithstanding any conflicting instructions from Landlord, and Landlord shall hold Tenant and its Affiliates harmless for any damages suffered by Landlord or any Affiliate of Landlord incurred because of such reliance by Tenant or its Affiliates.

Section 14.1 Holding Over. Subject to the terms of Section 13.2 hereof with respect to the applicable Transition Properties in the event and to the extent Landlord elects under Section 13.2 to require Tenant to provide Transition Services at such Transition Properties and Tenant remains in possession of such Transition Properties solely as required to provide such Transition Services on Landlord’s behalf pursuant to Section 13.2, if Tenant shall for any reason remain in possession of all or any portion of any Leased Property after the expiration of the Term or earlier termination of the Term, or removal of such Leased Property from this Lease as provided herein, such possession shall be as a month-to-month tenant, during which time Tenant shall pay as rental each month, one and one-half times the aggregate of (i) one-twelfth (1/12) of the Base Rent payable with respect to the last Lease Year of the Term; (ii) all Additional Charges accruing during the month and (iii) all other sums, if any, payable by Tenant pursuant to the provisions of this Lease, in all cases with respect to the applicable Leased Property. During such period of month-to-month tenancy, Tenant shall be obligated to perform and observe all of the terms, covenants and conditions of this Lease, but shall have no rights hereunder other than the right, to the extent given by law to month-to-month tenancies, to continue its occupancy and use of the applicable Leased Property. Nothing contained herein shall constitute the consent, express or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination of this Lease, or removal of the applicable Leased Property from this Lease. The foregoing provisions shall not be deemed to limit or constitute a waiver by Landlord of any rights of immediate re-entry or other rights or remedies of Landlord provided herein or at law or in equity and shall not serve as permission for Tenant to hold over, nor serve to extend the Term (although after commencement of said holdover Tenant shall remain bound to comply with all provisions of this Lease until Tenant vacates all of the Leased Properties in accordance with the terms of this Lease), it being understood that any such holdover shall constitute an immediate Event of Default under this Lease.

Section 15.1 Subordination. This Lease and all rights of Tenant hereunder are subject and subordinate to the Lien affecting the Leased Properties created pursuant to Landlord’s Loan Documents, whether now or hereafter existing, or the interest of any landlord under a lease senior in title to this Lease, whether now or hereafter existing and to all Property Documents (all such Liens and interests, collectively, the “Superior Interests”), and to all renewals, modifications, consolidations, replacements and extensions of Superior Interests, provided that the holder of such Superior Interest shall have executed and delivered to Tenant a “subordination, non-disturbance and attornment agreement” in favor of Tenant substantially on the same terms and conditions as are contained in the form attached hereto as Exhibit E or such other terms and conditions upon which the parties may agree (a “Master Lease SNDA”). Subject to the immediately preceding sentence, this Section 15.1 shall be self-operative and no further instrument of subordination shall be required. Tenant agrees to execute and deliver promptly an agreement in the form attached as Exhibit E hereto or any commercially reasonable form of instrument (in recordable form, if requested) that Landlord or the holder of any Superior Interest (each, a “Superior Party”) shall request.

Section 15.2 Attornment. If the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Interest, then Tenant shall, at the option of such purchaser, assignee or any Superior Party, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if such party were the Landlord originally named in this Lease and this Lease shall continue as a direct lease between Tenant and such assignee or Superior Party, as the case may be, on all of the terms, covenants and conditions herein contained, or (y) enter into a new lease with such party, as Landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that in the case of either clause (x) or (y) such successor Landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month’s rent in advance of its due date, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Party through or by reason of which such successor Landlord shall have succeeded to the rights of Landlord under this Lease; or (iii) liable for any security (if any) deposited pursuant to this Lease unless such security has actually been delivered to such successor Landlord. Nothing contained in this Section 15.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or Tenant.

Section 15.4 Modifications to Secure Financing. If any Superior Party or prospective Superior Party shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold its consent thereto and shall consider and review all such requests in good faith, provided that such modifications (A) do not increase the obligations of Tenant hereunder or materially adversely affect Tenant’s rights under this Lease, and (B) do not require Tenant or its Affiliates to modify the accounting treatment or classification of this Lease (as determined by Tenant’s or its Affiliates’ auditors). Disputes as between Landlord and Tenant regarding whether a proposed modification would increase the obligations of Tenant hereunder or adversely affect Tenant’s rights under this Lease, and the compensation that would be payable to Tenant as a result thereof shall be determined by arbitration in accordance with the terms of Schedule 15.4 hereto.

Section 15.5 Delivery of Notices to Landlord’s Lender. Subsequent to the receipt by Tenant of Notice from Landlord as to the identity and address of any Superior Party, no Notice from Tenant to Landlord shall be effective unless and until a duplicate original of such Notice shall be given to such Superior Party at the address set forth in the above described Notice. The curing of any of Landlord’s defaults by such Superior Party shall be treated as performance by Landlord.

Section 15.6 Right of Landlord’s Lender to Enforce Lease. To the extent permitted under Landlord’s Loan Documents, Landlord’s Lender may exercise the rights of Landlord hereunder, including the right on the part of Landlord to obtain insurance in the circumstances set forth in Section 10.1(b) hereof.

Section 15.7 Exercise of Landlord’s Discretion. In any instance hereunder in which Landlord is required to be reasonable in making a request or granting or withholding an approval or consent, Tenant acknowledges and agrees that Landlord may take into account the reasonable objections of Landlord’s Lender.

Section 15.8 Cure of Landlord Defaults. No Landlord default under this Lease shall be deemed to exist as long as any Landlord’s Lender, in good faith, (i) shall have commenced promptly to cure the default in question and prosecutes the same to completion with reasonable diligence and continuity, or (ii) if possession of the Leased Property is required in order to cure the default in question, such Landlord’s Lender (x) shall have entered into possession of the Leased Property with the permission of Tenant for such purpose or (y) shall have notified Tenant of its intention to institute foreclosure proceedings to obtain possession of Landlord’s interest directly or through a receiver and thereafter prosecutes such proceedings with reasonable diligence and continuity.

Section 15.9 Indemnification. Notwithstanding the existence of any insurance required to be provided hereunder, and without regard to the policy limits of any such insurance, but subject to the other terms and conditions hereof, Tenant will protect, indemnify, save harmless and defend Landlord and Landlord’s Lender and their respective partners, shareholders, officers, directors and employees (each, an “Indemnitee”) from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including Litigation Costs), to the maximum extent permitted by law, imposed upon or incurred by or asserted against such Indemnitee by reason of any of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Leased Property while Tenant is in possession of the applicable Leased Property, including any claims made by employees at any Leased Property, (b) any use, misuse, non-use, condition, maintenance or repair by Tenant or anyone claiming by, through or under Tenant, including agents, contractors, invitees or visitors, of the applicable Leased Property or Tenant’s Personalty, (c) any Taxes or Other Charges, (d) any failure on the part of Tenant or anyone claiming by, through or under Tenant to perform or comply with any of the terms of this Lease, (e) any failure by Tenant to perform its obligations under any Sublease and any claims made thereunder, and (f) any contest of any Legal Requirement or Insurance Requirement, regardless of whether the same is conducted in accordance with the terms hereof. Any amounts which become payable by Tenant under this Section 15.9 shall be paid within ten (10) days after liability therefor on the part of Tenant is determined by litigation or otherwise, and if not timely paid, shall bear interest (to the extent permitted by law) at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Indemnitee or may compromise or otherwise dispose of the same as Tenant sees fit; provided that any such actions of Tenant do not create any cost, expense, liability or obligation for any Indemnitee. Nothing herein shall be construed as indemnifying an Indemnitee against its own grossly negligent acts or omissions, bad faith or willful misconduct. If at any time an Indemnitee shall have notice of a claim, such Indemnitee shall give reasonably prompt written notice of such claim to Tenant; provided that (i) such Indemnitee shall have no liability for a failure to give notice of any claim of which Tenant has

otherwise been notified or has knowledge and (ii) the failure of such Indemnitee to give such a notice to Tenant shall not limit the rights of such Indemnitee or the obligations of Tenant with respect to such claim except to the extent that Tenant incurs actual expenses or suffers actual monetary loss as a result of such failure. Tenant shall have the right to control the defense or settlement of any Claim, provided that (A) if the compromise or settlement of any such claim shall not result in the complete release of such Indemnitee from the claim so compromised or settled, the compromise or settlement shall require the prior written approval of such Indemnitee and (B) no such compromise or settlement shall include any admission of wrongdoing on the part of such Indemnitee. An Indemnitee shall have the right to approve counsel engaged to defend such claim (such approval not to be unreasonably withheld) and, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim. Tenant’s liability under this Article XV with respect to matters arising or accruing during the Term hereof shall survive any termination of this Lease, and with respect to any Leased Property shall survive the removal of such Leased Property from this Lease pursuant to the terms hereof.

The parties hereto agree that this Article XV shall not apply to those matters specifically covered by the provisions of Article XXV hereof.

Section 16.1 No Waiver. No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the extent permitted by law, no waiver of any breach shall affect or alter this Lease, which shall continue in full force and effect with respect to any other then existing or subsequent breach.

Section 17.1 Remedies Cumulative. Except as otherwise expressly provided herein, to the extent permitted by law, each legal, equitable or contractual right, power and remedy of Landlord or Tenant now or hereafter provided either in this Lease or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy; and the exercise or beginning of the exercise by Landlord or Tenant of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Landlord or Tenant of any or all of such other rights, powers and remedies.

Section 18.1 Acceptance of Surrender. No surrender to Landlord of this Lease or of any Leased Property, or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and Landlord’s Lender (if any) and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord and Landlord’s Lender (if any), shall constitute an acceptance of any such surrender.

Section 19.1 No Merger of Title. There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, (a) this Lease or the leasehold estate created thereby or any interest herein or in such leasehold estate and (b) the fee estate in the applicable Leased Property.

Section 20.1 Conveyance by Landlord. If Landlord or any successor owner of the applicable Leased Property shall convey such Leased Property other than as security for a debt, and the grantee or transferee of the Leased Property shall expressly assume all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or transfer, Landlord or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer as to the Leased Property and all such future liabilities and obligations shall thereupon be binding upon the new owner.

Section 21.1 Quiet Enjoyment. So long as Tenant shall pay all Rent as the same becomes due and no Event of Default shall have occurred and be continuing, Tenant shall peaceably and quietly have, hold and enjoy the Leased Properties for the Term hereof, free of any claim or other action by Landlord or anyone claiming by, through or under Landlord, but subject to the terms of the Property Documents or liens and encumbrances otherwise permitted to be created by Landlord hereunder and liens hereafter consented to by Tenant, including any Liens created under Landlord’s Loan Documents.

Section 22.1 Notices. All notices, demands, requests, consents, approvals and other communications required or permitted to be given hereunder (collectively, “Notices” or “notices”) shall be in writing and delivered by hand or mailed (by registered or certified mail, return receipt requested or reputable nationally recognized overnight courier service and postage prepaid), addressed to the respective parties, as follows:

if required pursuant to Section 15.5 hereof, to Landlord’s Lender, in accordance with the terms of said Section 15.5 as follows:

or to such other address as either party may hereunder designate, and shall be effective upon receipt.

Section 23.1 Appraisers. In the event that it becomes necessary to determine the Fair Market Rental , Post-Casualty Value or Post-Condemnation Value of any property for any purpose of this Lease, and the parties cannot agree amongst themselves regarding same within twenty (20) days after the first request made by one of the parties to do so, then the parties shall engage the Valuation Services Division of the Capital Markets Group of Cushman & Wakefield in New York, New York to determine the Fair Market Rental, Post-Casualty Value or Post-Condemnation Value, as applicable, as of the relevant date in accordance with the procedures herein contained. The appraiser employed by Cushman & Wakefield must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto), and shall, within forty-five (45) days after engagement of Cushman & Wakefield proceed to appraise the applicable Leased Property to determine the Fair Market Rental thereof , Post-Casualty Value or Post-Condemnation Value thereof, as applicable, as of the relevant date.

If Cushman & Wakefield shall decline such engagement (or it shall no longer exist), then the following procedures shall apply. Either party may notify the other of a Person selected to act as appraiser on its behalf (which Person, if selected by Landlord, shall be subject to the approval of Landlord’s Lender). Within fifteen (15) days after receipt of any such notice, the other party shall by notice to the first party appoint a second Person as appraiser on its behalf. Any appraiser thus appointed must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto), and shall, within forty-five (45) days after the notice appointing the first appraiser, as applicable, proceed to appraise the applicable Leased Property to determine the Fair Market Rental, Post-Casualty Value or Post-Condemnation Value thereof, as applicable, as of the relevant date. If one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rental, Post-Casualty Value or Post-Condemnation Value, as applicable, shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so within such twenty (20) day period, then either party may request the AAA to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Rental, Post-Casualty Value or Post-Condemnation Value, as applicable, whichever is earlier, either Landlord or Tenant may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the AAA or by such court shall be instructed to determine the Fair Market Rental , Post-Casualty Value or Post-Condemnation Value, as applicable, within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs

most in terms of dollar amount from the determination of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon Landlord and Tenant as the Fair Market Rental, Post-Casualty Value or Post-Condemnation Value, as applicable.

This provision for determination by appraisal shall be specifically enforceable to the extent such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the parties except as otherwise provided by applicable law. Landlord and Tenant shall share equally the fees and expenses of Cushman & Wakefield. If Cushman & Wakefield declines such engagement (or it no longer exists), then Landlord and Tenant shall each pay the fees and expenses of the appraiser appointed by it and their own legal fees, and each shall pay one-half of the fees and expenses of the third appraiser and one-half of all other costs and expenses incurred in connection with each appraisal; provided, however, that from and after any Event of Default, or breach by Tenant under this Section 23.1, Tenant shall pay all fees and expenses otherwise payable by Landlord under this Section 23.1 (and if Tenant fails to pay same, and Landlord pays same, Tenant shall promptly reimburse Landlord for any and all such amounts paid by Landlord, together with interest at the Overdue Rate from the date incurred by Landlord until reimbursed to Landlord by Tenant). If Cushman & Wakefield is not engaged, then any consent or agreement by Landlord as to Fair Market Rental , Post-Casualty Value or Post-Condemnation Value, as applicable, shall be subject to the approval of Landlord’s Lender.

Section 24.1 Confidentiality. Landlord (and Landlord’s Lender) shall keep confidential all sales reports and other financial performance and financial results information pertaining to any Leased Property delivered to Landlord and any other proprietary information delivered after the date hereof pursuant to this Lease (provided that any such other proprietary information is clearly marked by Tenant as confidential) (collectively, “Proprietary Information”), and Landlord, Landlord’s direct or indirect equity holders, Landlord’s Lender and any holders of the Mezzanine Debt shall use any Proprietary Information solely for purposes of this Lease (and in the case of Landlord’s Lender and holders of the Mezzanine Debt, solely for their ownership of Landlord’s Debt or the Mezzanine Debt, as applicable) and shall not use such Proprietary Information in a manner to compete with Tenant, Guarantor or any Concept Subsidiary in the business of the ownership and operation of restaurant properties similar to the Leased Properties.

(a) (i) Landlord shall be permitted to disclose any such Proprietary Information to any of its direct or indirect equity holders; (ii) such equity holders shall be permitted to disclose such Proprietary Information to holders of the Mezzanine Debt (or, upon foreclosure of the applicable Mezzanine Debt, any actual or prospective investors or transferees of a direct or indirect interest in the Leased Property) in accordance with and subject to the provisions of the loan documents governing the applicable Mezzanine Debt (irrespective of whether the applicable Mezzanine Debt is still outstanding, and references therein to “Lender” or “holder of an interest in the Loan” shall, for purposes hereof, be deemed to include any actual or

prospective investors or transferees of a direct or indirect interest in the Leased Property); and (iii) the holders of the such Mezzanine Debt (or such investors or transferees) shall be permitted to disclose such Proprietary Information to such other Persons permitted pursuant to, and in accordance with, the provisions of the loan documents governing the applicable Mezzanine Debt (irrespective of whether the applicable Mezzanine Debt is still outstanding, and references therein to “Lender” or “holder of an interest in the Loan” shall, for purposes hereof, be deemed to include any actual or prospective investors or transferees of a direct or indirect interest in the Leased Property); and

(b) (i) Landlord shall be permitted to disclose any such Proprietary Information Landlord’s Lender (or, upon foreclosure of Landlord’s Debt, any actual or prospective investors or transferees of a direct or indirect interest in the Leased Property, subject to an agreement to comply with the confidentiality provisions contained in Landlord’s Loan Documents); and (ii) Landlord’s Lender (or such investors or transferees) shall be permitted to disclose such Proprietary Information (A) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its Affiliates, (B) to any Rating Agency, underwriter or any other credit rating agency that has elected to be treated as a nationally recognized statistical rating organization for purposes of Section 15E of the Exchange Act (each an “NRSRO”), provided that (x) each Rating Agency or underwriter to which such information is disclosed has executed its usual and customary confidentiality agreement and (y) any NRSRO desiring access to any secured website containing such information shall, as a condition to its access to such secured website, have either furnished to the Securities and Exchange Commission the certification required under Rule 17g-5(e) of the Exchange Act or be required to agree to (or “click through”) such website’s confidentiality provisions, (C) to any actual or prospective investor in Landlord’s Debt, any actual or prospective assignee of Landlord’s Debt or beneficial interests in Landlord’s Debt, including investors in Securities, and any actual or prospective participant in Landlord’s Debt, subject to an agreement to comply with the confidentiality provisions contained in Landlord’s Loan Documents, (D) upon the request or demand of any Governmental Authority (including, without limitation, any governmental agency, regulatory authority or self-regulatory authority (including, without limitation, bank and securities examiners) having or claiming to have authority to regulate or oversee any aspect of Landlord’s Lender’s business or that of its Affiliates in connection with the exercise of such authority or claimed authority) or as may otherwise be required pursuant to any Legal Requirement, (E) if requested or required to do so in connection with any litigation or similar proceeding, (F) that has been publicly disclosed, (G) that was already known to Landlord’s Lender or any of its Affiliates prior to Landlord’s disclosure to Landlord’s Lender, (H) that is independently developed, discovered or arrived at by Landlord’s Lender or any of its Affiliates without reference to the Proprietary Information, or (J) in connection with the exercise of any remedy under Landlord’s Loan Documents.

Section 25.1 Environmental Indemnity Provisions. Tenant shall protect, indemnify, save harmless and defend each Indemnitee from and against all claims, demands, causes of action (including causes of action in tort), losses, damages (including consequential damages),

penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs) and expenses (including reasonable attorneys’ fees and court costs, including Litigation Costs) of any and every kind or character, to the maximum extent permitted by law, incurred by such Indemnitee by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to any Environmental Laws, but only to the extent that the same relate to or arise from activities or events occurring from and after the date of the Original Lease through the expiration of the Term. Tenant’s indemnity shall survive the termination of this Lease and any removal of any Leased Property from this Lease as provided herein; provided, however, Tenant shall have no indemnity obligation with respect to (a) Hazardous Substances first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the Leased Property shall have fully ceased, or (b) Hazardous Substances introduced to the Leased Property by Landlord, its successors and assigns.

Section 25.2 No Landlord Representations. Tenant acknowledges that Landlord makes no warranties or representations of any kind, or in any manner or in any form whatsoever, as to any Hazardous Substances at any of the Leased Properties. Tenant shall conduct, at its own expense, any and all investigations regarding Environmental Conditions of the Leased Properties and will satisfy itself as to the absence or existence of Hazardous Substances contamination of the Leased Properties. Tenant’s entry into this Lease shall be made at its sole risk.

Section 26.1 Survival of Claims. Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to (a) any date of termination of this Lease, or (b) with respect to any Leased Property, the removal of such Leased Property from this Lease as provided herein, shall survive such termination or removal (as the case may be).

Section 26.2 Severability. If any term or provision of this Lease or any application thereof shall be invalid or unenforceable, the remainder of this Lease and any other application of such term or provision shall not be affected thereby.

Section 26.3 Maximum Permissible Rate. If any late charges provided for in any provision of this Lease are based upon a rate in excess of the maximum rate permitted by applicable law, the parties agree that such charges shall be determined at the maximum permissible rate.

Section 26.4 Headings. The headings in this Lease are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 26.5 Exculpation. Landlord’s liability hereunder shall be limited solely to its interest in the Leased Properties, and no recourse under or in respect of this Lease shall be had against any other assets of Landlord whatsoever. In addition, to the extent not prohibited by applicable law, none of the Indemnitees shall be liable for, under any circumstances, and Tenant

hereby releases all Indemnitees from, any loss, injury, death or damage to person or property (including any business or any loss of income or profit therefrom) of Tenant, Tenant’s members, officers, directors, shareholders, agents, employees, contractors, customers, invitees, or any other Person in or about any of the Leased Properties, whether the same are caused by (a) fire, explosion, falling plaster, steam, dampness, electricity, gas, water, rain; (b) breakage, leakage or other defects of any equipment, sprinklers, wires, appliances, plumbing fixtures, water or gas pipes, roof, air conditioning, lighting fixtures, street improvements, or subsurface improvements; (c) theft, acts of God, acts of the public enemy, riot, strike, insurrection, civil unrest, war, court order, requisition or order of governmental body or authority; (d) any act or omission of any other occupant of any of the Leased Properties; (e) operations in construction of any private, public or quasi-public work; (f) Landlord’s reentering and taking possession of any of the Leased Properties in accordance with the provisions of this Lease or removing and storing the property of Tenant as herein provided; or (g) any other cause, including damage or injury that arises from the condition of any of the Leased Properties, from occupants of adjacent property, from the public, or from any other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing the same are inaccessible to Tenant, or that may arise through repair, alteration or maintenance of any part of any of the Leased Properties or failure to make any such repair (except where any such repair is the express obligation of Landlord), from any condition or defect in, on or about any of the Leased Properties, including the presence of any Hazardous Substances or mold at any of the Leased Properties, or from any other condition or cause whatsoever; provided, however, that the foregoing release set forth in this Section 26.5 shall not be applicable to any claim against an Indemnitee to the extent, and only to the extent, that such claim is directly attributable to the gross negligence or willful misconduct of such Indemnitee, as determined by a final nonappealable judgment (or by a judgment that such Indemnitee elects not to appeal) by a court of competent jurisdiction. Without limiting the foregoing, Tenant hereby waives any right to any consequential, indirect or punitive damages against any Indemnitees arising out of any claim in connection with or related to this Lease or the Leased Properties. In no event under this Section 26.5, or any other provision of this Lease that references the “gross negligence” of Landlord, or otherwise, shall gross negligence be imputed as a matter of law to Landlord solely by reason of its interest in the Leased Properties or the failure to act by Landlord or anyone acting under its direction or control or on its behalf, in respect of matters that are or were the obligation of Tenant under this Lease.

Section 26.6 Exhibition of Leased Property. Landlord and Landlord’s agent shall have the right to enter any Leased Property at all reasonable times during usual business hours after reasonable notice for the purpose of exhibiting such Leased Property to others. Without limiting the generality of the foregoing, for purposes of satisfying the requirements of Landlord’s Loan Documents or any refinancing, sale or appraisal process, Landlord shall have the right (but not the obligation) to conduct such inspections and audits of any Leased Property as Landlord may desire, and for such purposes Tenant shall provide to Landlord and its representatives access to the Leased Properties and Tenant’s books and records with respect to the Leased Properties, subject to Article XXIV, at Tenant’s corporate offices (or such other locations as such books and records are kept) as reasonably necessary to audit Tenant’s compliance with its obligations hereunder. Such access shall be provided to Landlord during normal business hours upon reasonable notice. No such inspection or audit conducted by Landlord or its representatives or any report resulting therefrom shall modify or reduce in any way Tenant’s obligations under this Lease.

Section 26.7 Entire Agreement. This Lease contains the entire agreement between Landlord and Tenant with respect to the subject matter hereof.

(a) This Lease shall be construed in accordance with, and this Lease and all matters arising out of or relating to this Lease (whether in contract, tort or otherwise) shall be governed by, the law of the State of New York without regard to conflicts of law principles; provided, however, that any forcible entry and detainer action or similar proceeding shall be governed by the laws of the state in which the applicable Leased Property is located. If any provision of this Lease or the application thereof shall, to any extent, be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by applicable law.

(b) Tenant and Landlord each hereby consents to the exclusive jurisdiction of any state or federal court located within the County of New York, State of New York, and each irrevocably agrees that all actions or proceedings arising out of or relating to this Lease shall be litigated in such courts (except for forcible entry and detainer actions, or similar proceedings, which shall be litigated in courts located within the county and state in which the applicable Leased Property is located). Tenant and Landlord each accepts, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts (except as provided above in this Section 26.8(b)) and waives any defense of forum non-conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Lease.

(c) EACH OF TENANT AND LANDLORD, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS LEASE.

(d) Tenant and Landlord each acknowledges that the provisions of this Section 26.8 are a material inducement to the other party’s entering into this Lease.

Section 26.9 No Waiver. No waiver of any condition or covenant herein contained, or of any breach of any such condition or covenant, shall be held or taken to be a waiver of any subsequent breach of such covenant or condition, or to permit or excuse its continuance or any future breach thereof or of any condition or covenant herein construed as a waiver of such default, or of Landlord’s right to terminate this Lease or exercise any other remedy granted herein on account of such existing default.

Section 26.10 Successors and Assigns. This Lease shall be binding upon and shall inure to the benefit of the heirs, successors, personal representatives, and permitted assigns of Landlord and Tenant.

Section 26.11 Modifications in Writing. This Lease may only be modified by a writing signed by both Landlord and Tenant and, unless expressly permitted by Landlord’s Loan Documents, any such modification shall not be effective until it is consented to by Landlord’s Lender.

Section 26.12 Delay Not a Waiver. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms hereof shall impair any such right or power or be construed to be a waiver thereof.

Section 26.14 Third Party Beneficiaries. Nothing in this Lease shall be deemed to create any right in any Person (other than Landlord’s Lender to the extent provided herein) not a party hereto, and this Lease shall not be construed in any respect to be a contract in whole or in part, for the benefit of any third Person (other than Landlord’s Lender to the extent provided herein). It is expressly understood and agreed that Landlord’s Lender is and shall be a third party beneficiary of this Lease.

Section 26.15 Waiver of Landlord’s Lien. Landlord hereby waives any statutory or common-law “landlord’s lien” or other lien or security interest on or in Tenant’s Personalty to secure Tenant’s obligations under this Lease. Landlord agrees to execute and deliver to Tenant or Tenant’s lender reasonable documentation confirming that (i) Landlord has not and will not claim a lien on any such property and (ii) Landlord will permit such lender access to the Leased Properties in order to secure any such property Tenant may have offered as collateral, provided that any such documentation shall be on commercially reasonable terms and shall include provisions with respect to the length of time that Landlord must make the Leased Properties available for such entry and with respect to Tenant’s lender’s obligation to repair any damage to the Leased Properties resulting from the removal of any such Tenant’s Personalty from the Leased Properties by Tenant’s lender.

Section 26.16 Litigation Costs. If either Landlord or Tenant commences any action or other proceeding to enforce such party’s rights hereunder, the party substantially prevailing in such action or proceeding shall be entitled, in addition to any award for damages or costs hereunder, to an award of its Litigation Costs.

Section 26.17 Letters of Credit. With respect to any Letter of Credit delivered by Tenant to Landlord as Eligible Collateral hereunder, if at any time (a) the institution issuing any Letter of Credit shall cease to be an Approved Bank, or (b) the Letter of Credit is due to expire prior to Tenant being entitled to the return thereof, Landlord or Landlord’s Lender shall have the right immediately to draw down the same in full and hold the proceeds thereof in accordance with the provisions of this Lease as Eligible Collateral, unless Tenant shall deliver a replacement Letter of Credit from an Approved Bank within (i) as to (a) above, twenty (20) days after Landlord or Landlord’s Lender delivers written notice to Tenant that the institution issuing the Letter of Credit has ceased to be an Approved Bank or (ii) as to (b) above, at least twenty (20) days prior to the expiration date of said Letter of Credit.

Section 27.1 Memorandum of Lease. Landlord and Tenant shall, promptly upon the request of either, enter into a short form memorandum of this Lease, in form suitable for recording under the laws of the state in which the applicable Leased Property is located, in which reference to this Lease, and all options contained therein, shall be made. Tenant shall pay all costs and expenses of recording such Memorandum of Lease.

(a) Tenant Estoppels. Tenant agrees that it shall, at any time and from time to time (but not more than four (4) times in any calendar year) upon not less than ten (10) Business Days’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been any modifications, that this Lease is in full force and effect as modified and stating the modifications), the Base Rent and Additional Charges payable directly to Landlord hereunder and the dates to which the Base Rent and Scheduled Additional Charges payable to Landlord have been paid, that the address for notices to be sent to Tenant is as set forth in this Lease, stating whether or not Landlord is, to Tenant’s knowledge, in default in keeping, observing or performing any term, covenant, agreement, provision, condition or limitation contained in this Lease and, if in default, specifying each such default, the commencement date and expiration date for the current term, that Tenant is in possession of the Leased Properties, and any other matters reasonably requested by Landlord; it being intended that any such statement delivered pursuant to this Section 27.2(a) may be relied upon by Landlord, Landlord’s Lender, or any prospective purchaser of the Leased Properties, any mortgagee thereof and/or any assignee of any mortgagee upon the Leased Properties.

(b) Landlord Estoppels. Landlord agrees that it shall, at any time and from time to time (but not more than four (4) times in any calendar year) upon not less than ten (10) Business Days’ prior notice by Tenant, execute, acknowledge and deliver to Tenant a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been any modifications, that this Lease is in full force and effect as modified and stating the modifications), the Base Rent and Additional Charges payable directly to Landlord hereunder and the dates to which the Base Rent and such Additional Charges have been paid, that the address for notices to be sent to Landlord is as set forth in this Lease, stating whether or not, to Landlord’s knowledge, Tenant is in default in keeping, observing or performing any term, covenant, agreement, provision, condition or limitation contained in this Lease and, if in default, specifying each such default, the commencement date and expiration date for the current term, that Tenant is in possession of the Leased Properties, and any other matters reasonably requested by Tenant; it being intended that any such statement delivered pursuant to this Section 27.2(b) may be relied upon by Tenant, Tenant’s lender, and/or any prospective assignee, subtenant or Transferee of Tenant.

Section 28.1 True Lease. Landlord and Tenant intend that this Lease be a true lease that affords the parties hereto the rights and remedies of landlord and tenant hereunder and does not represent a financing arrangement.

Section 28.2 Acknowledgment of Law. This Lease is not an attempt by Landlord or Tenant to evade the operation of any aspect of the law applicable to any of the Leased Properties.

IN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly executed as of the day and year first written above.

Lot 4, Talavi Towne Centre II, according to Book 448 of Maps, page 36, records of Maricopa County, Arizona.

An easement for ingress and egress, parking and utilities as created in Declaration of Reciprocal Easements and Declaration of Covenants, Conditions and Restrictions recorded November 16, 1993, in Recording No. 93-0789859 and Declaration of Amendment recorded in Recording No. 95-0447535.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF PIMA, STATE OF ARIZONA AND IS DESCRIBED AS FOLLOWS:

The East 101.08 feet of the South 118.00 feet of Lot 8, THE CROSSROADS FESTIVAL, as recorded in Book 41 of Maps, Page 77, records of Pima County, Arizona.

A perpetual non-exclusive easement on, over and across the following described property of Grantor and adjacent to Parcel No. 1, above, for the installation and maintenance of a loading dock and of a dumpster or trash receptacle adjacent to Parcel No. 1, above: The East 101.08 feet of the North 62 feet of the South 180.00 feet of Lot 8, THE CROSSROADS FESTIVAL, as recorded in Book 41 of Maps, Page 77, records of Pima County, Arizona.

Easements for maintenance, parking, access, ingress and egress and landscaping as set forth in the Declarations of Covenants, Conditions and Restrictions for The Crossroads Festival recorded Docket 8155, Page 2074, First Amendment recorded in Docket 8281, Page 1417, Second

Amendment recorded in Docket 8373, Page 1608, Third Amendment recorded in Docket 8754, Page 1763, Fourth Amendment recorded in Docket 9977, Page 467, Fifth Amendment recorded in Docket 13725, Page 406 and Sixth Amendment recorded in Docket 13728, Page 783.

A non-exclusive easement and right-of-way of ingress and egress as set forth in Declaration of Easement and Covenants and Abandonment recorded in Docket 8153, Page 1205.

An easement for a detention basin as set forth in Declaration of Easements, Development and Use Restrictions recorded in Docket 9932, Page 1523.

Lot 2, HARKINS SUPERSTITION SPRINGS, according to Book 424 of Maps, Page 26, records of Maricopa County, Arizona.

Lot 2, CHANDLER GATEWAY WEST, according to Book 474 of Maps, Page 2, records of Maricopa County, Arizona.

Together with the non-exclusive rights, and subject to the terms, conditions, provisions and limitation of the following: All matters contained in Declaration of Covenants, Conditions, Restrictions and Easements recorded in Instrument No. 98-0622586A and Property Owner’s Agreement recorded in Instrument No, 00-0096265

Lot 1, PINE CREEK VILLAGE UNIT ONE, according to Case 7, Map 75, records of Coconino County, Arizona.

Lot 3, Replat of Lot 3, Grand Village Center South, according to Book 712 of Maps, page 15, records of Maricopa County, Arizona.

Being the same property as that described as that portion of Lot 3 Grand Village Center South, according to Book 565 of Maps, page 21, record of Maricopa County, Arizona, located in a portion of the Northwest quarter of Section 33, Township 4 North, Range 1 West of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, and being more particularly described as follows:

Thence South 43° 45’ 50” West, along the southeasterly line of said Lot 3, a distance of 250.22

Thence North 46° 14’ 10” West, parallel with the northeasterly line of said Lot 3, a distance of 203.18 feet;

Thence North 43° 45’ 50” East, parallel with said southeasterly line of Lot 3, a distance of 250.22 feet to a point on said northeasterly line of said Lot 3;

Thence South 46° 14’ 10” East along said northeasterly line, a distance of 203.18 feet to the POINT OF BEGINNING;

Easement rights as set forth in instrument recorded April 1, 1999, in Instrument No, 99-0311415.

Lot 14, INDIAN HILLS PLAZA, according to Book 11 of Maps, page 53, records of Cochise County, Arizona;

EXCEPT all gas, oil, minerals and other hydrocarbon substances lying 500 feet below the surface of the land but without the right to use the surface of the land to remove, drill or prospect for same as granted in Deed recorded in Docket 1400, page 107.

Easements as granted by that certain “Declaration of Establishment of Protective Covenants, Conditions and Restrictions and Grants of Easements recorded in Docket 1554, page 212, records of Cochise County, Arizona.

That portion of the Southwest quarter of the Southeast quarter of the Southeast quarter of Section 1, Township 1 North, Range 5 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, more particularly described as follows;

THENCE South 88 degrees 33 minutes 10 seconds West along the South line of the Southeast quarter of said Section 1, a distance of 657.72 feet to the Southeast corner of said Southwest quarter;

THENCE North 00 degrees 05 minutes 29 seconds East along the East line of said Southwest quarter, a distance of 65.02 feet to a point on the North line of the South 65 feet of said Southeast quarter, said point being the TRUE POINT OF BEGINNING;

THENCE South 88 degrees 33 minutes 10 seconds West along said North line, a distance of 244.03 feet;

THENCE North 01 degrees 26 minutes 50 seconds West, perpendicular to said North line, a distance of 257.98 feet;

THENCE North 88 degrees 33 minutes 10 seconds East, 250.96 feet to a point on the East line of said Southwest quarter;

THENCE South 00 degrees 05 minutes 29 seconds West along said East line, a distance of 258.07 feet to the TRUE POINT OF BEGINNING;

THENCE South 88 degrees 33 minutes 10 seconds West along the South line of the Southeast quarter of Section 1, a distance of 667.00 feet;

THENCE North 00 degrees 33 minutes 11 seconds West, a distance of 108.15 feet to the TRUE POINT OF BEGINNING;

Together with the non-exclusive rights, and subject to the terms, conditions, provisions and limitation of the following: All matters contained in Non-Exclusive Access and Parking Easement Agreement recorded in Instrument No. 2003-0491948 and re-recorded in Instrument No. 2003-0543283. (EASEMENT BEING SEARCHED)

The land referred to herein below is situated in the county of Faulkner, State of Arkansas, and is described as follows:

Lot 5, Meadows Commercial Subdivision to the City of Conway, Arkansas, as shown on plat of record in Plat Book J, page 276, records of Faulkner County, Arkansas.

Also, an access and utility easement described as the Southern 45 feet of Lot 4, Meadows Commercial Subdivision to the City of Conway, Arkansas, as filed in instrument No 2001-14013 on August 3, 2001, and shown on plat of record in Plat Book J, page 276, records of Faulkner County, Arkansas.

The land referred to herein below is situated in the county of Benton, State of Arkansas, and is described as follows:

All that tract or parcel of land lying and being in Benton County, Arkansas, and begin more particularly described as follows: A part of the NE ¹/4 of the SW ¹/4 of Section 9, Township 19 North, Range 30 West, City of Rogers, Benton County, Arkansas, shown as Tract 1 of Plat Book 2004, page 690, and being more particularly described as follows:

Commencing at the SE corner of the SE ¹/4 of the SW ¹/4 of said Section 9; thence along the East line of said SW ¹/4 North 02º29’06” East 1979.02 feet; Thence leaving said East line North 86º47’47” West 857.89 feet to the Point of Beginning; Thence South 03º12’36” West 349.67 feet to the North right of way line of Poplar Street; Thence along said right of way the following courses, North 86º46’50” West 18.86 feet; Thence along a curve to the right, said curve having a radius of 25.31 feet, a central angle of 47º32’22”, and an arc length of 21.00 feet; Thence along a curve to the left, said curve having a radius of 50.00 feet, a central angle of 71º17’58”, and an arc length of 62.22 feet; Thence North 86º47’47” West 200.62 feet to the Easterly right of way line of Interstate Highway No. 540, thence along said easterly right of way line to the following courses, North 33º07’17” East 64.14 feet; Thence North 33º13’15” East 65.63 feet; Thence

North 22º13’58” East 228.67 feet to a found rebar, thence leaving said easterly right of way line South 86º47’47” East 155.80 feet to the Point of Beginning, containing 72,014.4 sq. ft. or 1.6532 acres more or less, and subject to all rights of way easements and restrictive covenants of record or fact.

Together with those easements shown in Declaration of Protective Covenants for certain lands in Benton County, Arkansas known as the Five Forty Property, recorded August 24, 2004 in Benton County, Arkansas, Deed Book 2004 at Page 39090.

Together with the non-exclusive rights, and subject to the terms, conditions, provisions and limitation of the following:

Beneficial Easements arising from the Declaration of Protective Covenants dated August 24, 2004 recorded August 24, 2004 in Book 2004 page 39090 of the aforesaid records.

MEADOW POINTE COMMERCIAL SUBDIVISION, CITY OF WESTMINSTER, County of Jefferson, State of Colorado.

Non-exclusive easements for ingress and egress by vehicular and pedestrian traffic as described in Declaration of Covenants, Conditions and Restrictions for Meadow Pointe recorded September 22, 1995 at Reception No. F0119551, County of Jefferson, State of Colorado.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF EL PASO, STATE OF COLORADO, AND IS DESCRIBED AS FOLLOWS: CHEYENNE MOUNTAIN CENTER SUBDIVISION, FILING NO. 4, according to the plat recorded December 26, 1995 at Reception No. 95138535, County of El Paso, State of Colorado.

A parcel of land located in the NE1/4 of Section 32, Township 14 South, Range 66 West of the 6th Principal Meridian, County of El Paso and State of Colorado, described as follows:

Commencing at the E1/4 corner of said Section 32, from which the NE corner of said Section 32 bears N00° 18’ 24” W a distance of 1773.48 feet to a point on the Westerly right of way line of Interstate Highway No. 25;

3. Thence S33° 19’ 03” E a distance of 210.61 feet to the point of beginning;

4. Thence continuing S33° 19’ 03” E a distance of 87.95 feet to a point of curve to the right, whose radius is 55,880.00 feet and central angle is 00° 20’ 17”;

Thence S47° 23’ 00” W a distance of 106.20 feet to a point on the Easterly right of way of proposed Geyser Drive;

Thence N19° 56’ 13” W along said right of way a distance of 419.55 feet to a point of curve to the left, whose radius is 331.00 feet and central angle is 02° 59’ 42”;

Thence departing from said curve radially N67° 04’ 05” E a distance of 84.99 feet;

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF LARIMER, STATE OF COLORADO, AND IS DESCRIBED AS FOLLOWS:

Lot 2, Oakridge Block One P.U.D., Third Filing, according to the plat recorded March 10, 1995 at Reception No. 95013926, County of Larimer, State of Colorado.

Together With access and parking easements as set forth in Declaration of Easements recorded June 30, 1995 at Reception No. 95038279 and in First Amendment to Declaration of Easements recorded June 6, 1996 at Reception No. 96040349, County of Larimer, State of Colorado.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ARAPAHOE, STATE OF COLORADO, AND IS DESCRIBED AS FOLLOWS:

Except those portions of the above tracts conveyed by Warranty Deed recorded November 14, 1995 at Reception No. A5120678 and Warranty Deed recorded June 21, 1996 at Reception No. A6078907, County of Arapahoe, State of Colorado.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF JEFFERSON, STATE OF COLORADO, AND IS DESCRIBED AS FOLLOWS:

Together With those benefits of a nonexclusive easement for roadways, walkways, ingress and egress as described in Easements with Covenants and Restrictions affecting Land (“E.C.R.”) recorded September 16, 1993 at Reception No. 93144727, First Amendment recorded February 3, 1994 at Reception No. 94024287, Second Amendment recorded March 24, 1994 at Reception No. 94055605, Third Amendment recorded April 15, 1994 at Reception No. 94069655 and

Fourth Amendment recorded June 24, 1994 at Reception No. 94110765., County of Jefferson, State of Colorado.

MONUMENT CREEK COMMERCE CENTER FILING NO. 5, according to the plat recorded September 16, 1994 in plat Book G5 at Page 18, County of El Paso, State of Colorado.

Non-exclusive access easement as described in Easement Agreement recorded October 31, 1985 in Book 5082 at Page 1213, County of El Paso, State of Colorado.

Together with the benefits and burdens contained in that certain declaration recorded April 28, 1994 in Book 6434 at Page 1198, County of El Paso, State of Colorado

OUTBACK STEAKHOUSE AT HARMONY MARKET 8TH FILING, County of Larimer, State of Colorado.

Non-exclusive easements for access, parking and storm drainage as described in the Amended and Restated Declaration recorded December 7, 1992 at Reception No. 92078372 and Amendment recorded March 1, 1994 at Reception No. 94018270, County of Larimer, State of Colorado.

HIGHLANDS RANCH—FILING NO. 57-A—5TH. AMENDMENT, and Resolution No. R-995-020 recorded February 8, 1995 at Reception No. 9506529, County of Douglas, State of Colorado.

Together with that certain access easement as contained in The Planned Community District Development Guide for the new Town of Highlands Ranch, as adopted by the Board of County Commissioners of Douglas County, Colorado, on September 17, 1979, recorded October, 25 1979, in Book 373 at Page 187

WASHINGTON SQUARE SUBDIVISION FILING NO. 6, according to the Plat filed in Plat File 17 at Map 362, County of Adams, State of Colorado.

Together with the non-exclusive rights, and subject to the terms, conditions, provisions and limitations as contained in that certain Declaration of Restrictions and Grant of Easements recorded April 26, 1995 in Book 4502 at Page 556.

CENTENNIAL VALLEY, PARCEL H, SECOND FILING, County of Boulder, State of Colorado.

Together With those rights of a non-exclusive easement for ingress, egress and passage of vehicles and persons as described in Declaration of Covenants, Restrictions and Easements recorded September 25, 1995 at Reception No. 01549767, County of Boulder, State of Colorado.

Non-exclusive easement and other rights as more particularly described in that certain Declaration of Easements, Covenants, Conditions and Restrictions recorded September 22, 1995 at Reception No. 01549444, County of Boulder, State of Colorado.

A parcel of land located in the NE1/4 of Section 32, Township 14 South, Range 66 West of the 6th Principal Meridian, County of El Paso and State of Colorado, described as follows:

3. Thence S33° 19’ 03” E a distance of 210.61 feet to the point of beginning;

4. Thence continuing S33° 19’ 03” E a distance of 87.95 feet to a point of curve to the right, whose radius is 55,880.00 feet and central angle is 00° 20’ 17”;

Thence S47° 23’ 00” W a distance of 106.20 feet to a point on the Easterly right of way of proposed Geyser Drive;

Thence N19° 56’ 13” W along said right of way a distance of 419.55 feet to a point of curve to the left, whose radius is 331.00 feet and central angle is 02° 59’ 42”;

Thence departing from said curve radially N67° 04’ 05” E a distance of 84.99 feet;

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ARAPAHOE, STATE OF COLORADO, AND IS DESCRIBED AS FOLLOWS:

Lot 12A, Longmont Business Center Replat F, as per the plat thereof recorded December 12, 2006 at Reception No. 2823527, County of Boulder, State of Colorado.

Non-exclusive rights as more particularly described in that certain Declaration of Access Easement recorded April 28, 2003 at Reception No. 2432533, County of Boulder, State of Colorado.

Non-exclusive easements for vehicular and pedestrian access over Outlot 1 as shown on the plat for Longmont Business Center Replat F recorded December 12, 2006 at Reception No. 2823527, County of Boulder, State of Colorado.

A parcel of land in Section 23, Township 45 South, Range 24 East, Lee County, Florida, more particularly described as follows:

Commence at the Northeast corner of Section 23, Township 45 South, Range 24 East; thence South 89 ° 11’ 50” West along the North line of said section 23 for 132.18 feet to an intersection with the Westerly right of way line of State Road 45 (Tamiami Trail); thence South 01 ° 16’ 00” East along said Westerly right of way line for 210.00 feet to the Point of Beginning of the herein described parcel of land; thence continue South 01° 16’ 00” East along said Westerly right of way line for 175.95 feet; thence South 89 ° 08’20” West for 324.11 feet to an intersection with the Easterly line of that certain parcel of land as described in O.R. Book 1388 at Page 822, of the Public Records of Lee County, Florida; thence North 01 ° 16’ 00” West along said Easterly line for 108.40 feet to the Northeast corner of said parcel; thence South 88 ° 44’ 00” West along the Northerly line of said parcel for 3.00 feet; thence North 01° 16’ 00” West for 67.58 feet; thence North 89° 08’ 20” East for 329.11 feet to the Point of Beginning. Said parcel of land situate, lying and being in Lee County, Florida.

TOGETHER WITH a nonexclusive easement for drainage purposes over the following described parcel:

A parcel of land in Section 23, Township 45 South, Range 24 East, Lee County, Florida, more particularly described as follows:

Commence at the Northeast corner of Section 23, Township 45 South, Range 24 East; thence South 89° 11’ 50” West along the North line of said Section 23 for 132.18 feet to an intersection with the Westerly right of way line of State Road 45 (Tamiami Trail); thence South 01° 16’ 00” East along said Westerly right of way line for 385.95 feet; thence South 89° 08’ 20” West for 292.11 feet; thence North 01° 16’ 00” West for 133.91 feet; thence South 88° 44’ 00” West for 37.00 feet to the Point of Beginning of the herein described parcel of land; thence continue South 88° 44’ 00” West for 25.00 feet; thence North 01° 16’ 00” West for 10.00 feet; thence North 88° 44’ 00” East for 25.00 feet; thence South 01° 16’ 00” East for 10.00 feet to the Point of Beginning. Said parcel of land situate, lying and being in Lee County, Florida.

Together with rights of ingress and egress over and across the following described parcels by virtue of easements reserved in Warranty Deeds recorded in O.R. Book 1600, Page 1465, O.R. Book 1621, Page 173, and in O.R. Book 1651, Page 671, of the Public Records of Lee County, Florida.

A parcel of land in Section 23, Township 45 South, Range 24 East, Lee County, Florida, more particularly described as follows:

Commence at the Northeast corner of Section 23, Township 45 South, Range 24 East; thence South 89° 11’ 50” West along the North line of said Section 23 for 132.10 feet to an intersection with the Westerly right of way line of S.R. 45 (Tamiami Trail); thence continue South 89° 11’ 50” West for 20.00 feet to the Point of Beginning of the herein described parcel of land; thence South 01° 16’ 00” East for 411.11 feet to the point of curvature of circular curve concave to the Northwest; thence Southwesterly along the arc of said curve, having for its elements a radius of 103.16 feet and a central angle of 45° 00’ 00” for 81.02 feet to the point of tangency; thence South 43° 44’ 00” West for 6.80 feet to the point of curvature of a circular curve concave to the Southeast; thence southwesterly along the arc of said curve having for its elements a radius of 102.34 feet and a central angle of 44° 35’ 40” for 79.65 feet to the point of tangency and an intersection with the Northerly line of a roadway easement 64.00 feet wide as described in O.R. Book 654, Page 747 and 748 of the Public Records of Lee County, Florida; thence South 89° 00’ 20” West along said Northerly line for 20.00 feet to the point of curvature of a circular curve concave to the Southeast; thence Northerly and northeasterly along the arc of said curve having for its elements a radius of 122.34 feet and a central angle of 44° 35’ 40” for 95.22 feet to the point of tangency; thence North 43° 44’ 00” East for 6.00 feet to the point of curvature of a circular curve concave to the Northwest; thence Northeasterly along the arc of said curve having for its elements a radius of 83.16 feet and a central angle of 45° 00’ 00” for 65.32 feet to the point of tangency; thence North 01° 16’ 00” West for 411.27 feet to an intersection with the North line of the aforementioned Section 23; thence North 89° 11’ 60” East along said North line for 20.00 feet to the Point of Beginning.

A parcel of land in Section 23, Township 45 South, Range 24 East, Lee County, Florida, more particularly described as follows:

Commence at the Northeast corner of Section 23, Township 45 South, Range 24 East; thence South 89° 11’ 50” West along the North line of said Section 23 for 132.10 feet to an intersection with the Westerly right of way line of S.R. 45 (Tamiami Trail); thence South 01° 16’ 00” East along said westerly right of way line for 305.95 feet; thence South 89° 08’ 20” West for 10.00 feet to the Point of Beginning of the herein described parcel of land; thence continue South 89° 08’ 20” West for 40.00 feet; thence South 01° 16’ 00” East for 25.35 feet to the point of curvature of a circular curve concave to the Northwest; thence Southwesterly along the arc of said curve having for its elements a radius of 73.16 feet and a central angle of 45° 00’ 00” for 57.46 feet to the point of tangency; thence South 43° 44’ 00” West for 6.80 feet to the point of curvature of a circular curve concave to the northeast; thence southwesterly along the arc of said curve having for its elements a radius of 132.34 feet and a central angle of 37° 39’ 54” for 117.00 feet; thence South 44° 08’ 20” West for 22.58 feet to an intersection with the northerly line of a roadway easement 64.00 feet wide as described in O.R. Book 654, Page 747 and 748 of the Public Records of Lee County, Florida; thence North 89° 08’ 20” East along said northerly line for 75.00 feet ; thence North 45° 51’ 40” West for 25.72 feet to an intersection with the arc of a circular curve concave to the southeast, said Point bearing North 79° 29’ 59” West from the radius point of said curve; thence northeasterly along the arc of said curve having for its elements a radius of 92.34 feet and a central angle of 33° 13’ 59” for 53.56 feet to the point of tangency; thence North 43° 44’ 00” East for 6.00 feet to the point of curvature of a circular curve concave to the northwest; thence Northeasterly along the arc of said curve having for its elements a radius of 113.16 feet and a central angle of 45° 00’ 00” for 88.88 feet to the point of tangency; thence North 01° 16’ 00” West for 25.07 feet to the point of beginning.

Together with a non-exclusive easement for ingress and egress over and across that parcel of land in Lee County, Florida, commonly known as Seven Lakes Blvd., and more particularly described as follows:

A parcel of land in Section 23, Township 45 South, Range 24 East, Lee County, Florida, more particularly described as follows:

From the Northeast corner of said Section 23, run S 89° 11’ 50” W for 132.18 feet to the West right of way line of State Road 45 (Tamiami Trail); thence run S 01° 16’ 00” E along said right of way for 592.95 feet to the Point of Beginning of the herein described centerline. From said point of beginning run S 89° 08’ 20” W along the centerline of a roadway easement 64 feet in width for 175.00 feet to a point of curvature; thence run southwesterly along the arc of a curve to the left of radius 278.68 feet along the centerline of a roadway easement 64 feet in width (chord bearing S 64° 38’ 20” W, chord distance 231.13 feet) for 238.33 feet to a point of reverse curvature; thence run southwesterly along the arc of a curve to the right of radius 244.67 feet along the centerline of a roadway easement 64 feet in width (chord bearing S 64° 38’ 20” W, chord distance 202.93 feet) for 209.24 feet to a point of tangency; thence run S 89° 08’ 20” W along the centerline of a roadway easement 64 feet in width for 148.50 to a point of curvature; thence run northwesterly along the arc of a curve to the right of radius 653.42 feet along the centerline of a roadway easement 64 feet in width (chord bearing N 86° 29’ 10” W, chord distance 99.71 feet) for 99.80 feet to the point of tangency, thence run N 82° 06’ 34” W along the centerline of a roadway easement 64 feet in width for 100.43 feet to a point; thence run N 82° 06’ 34” W along the centerline of a roadway easement 30 feet in width for 33.60 feet; thence run N 01° 16’ 00” W along the centerline of a roadway easement 30 feet in width for 696.97 feet; thence run S 88° 52’ 20” W along the centerline of a roadway easement 30 feet in width for 183.81 feet; thence run S 89° 11’ 50” W along the centerline of a roadway easement 30 feet in width for 569.84 feet to the westerly terminus and the end of the herein above right of way easement.

The North 200 feet of the West 330 feet of Lot 63, Naples Improvement Company’s Little Farms, according to the Plat thereof which plat is recorded in Plat Book 2, at Page 2, of the Public Records of Collier County, Florida.

Lots 4 and 5, Block 38-A, of Replat of Block 38 & Block 39, Plat No. 3, PALM BEACH LAKES SOUTH, according to the Plat thereof, as recorded in Plat Book 28, Page 180, of the Public Records of Palm Beach County, Florida.

All Lot 1 and a Portion of Lot 2 according to the Plat of MARTIN SQUARE CORPORATE PARK, as recorded in Plat Book 13, Page 55, of the Public Records of Martin County, Florida, and being more particularly described as follows:

Begin at the Northeast Corner of said Lot 2; thence South 66°30’56” West along the North line of said Lot 2, a distance of 86.34 feet; thence South 23°29’04” East, parallel with and 86.34 feet Westerly of, as measured at right angles, with the East line of said Lot 2, a distance of 223.74 feet to a point in a non-tangent curve concave to the Southeast having a radius of 150.00 feet, the chord of which bears North 57°53’41” East and being the Northerly right-of-way line of Martin

Square Corporate Parkway, thence Northeasterly along the arc of said curve, and said Northerly right-of-way line, a distance of 45.14 feet through a central angle of 17°14’29”; thence North 66°30’56” East, a distance of 41.88 feet to the East line of said Lot 2; thence North 23°29’04” West along the said East line a distance of 217.00 feet to the POINT OF BEGINNING.

Commencing at the most Southerly corner of Lot 2, Block N, College Park Second Addition, according to plat thereof as recorded in Plat Book H, pages 36 and 36A, Public Records of Marion County, Florida, said point being on the Northwesterly right of way line of S.R. 200 (100 feet wide); thence North 41° 07’ 55” East along said right of way line 30.00 feet to the point of beginning; thence departing from said right of way line North 48° 52’ 05” West parallel to the Southwesterly boundary of said Lot, 400.28 feet to an intersection with the Northwesterly boundary of said lot; thence North 41° 02’ 21” East along said Northwesterly boundary 100.00 feet; thence departing from said Northwesterly boundary South 48° 52’ 05” East, 400.4 feet to an intersection with aforesaid right of way line; thence South 41° 07’ 55” West along said right of way line 100.00 feet to the point of beginning.

Beginning at the most Southerly corner of Lot 2, Block N, College Park Second Addition, according to the plat thereof as recorded in Plat Book H, pages 36 and 36A, Public Records of Marion County, Florida, said point being on the Northwesterly right of way line of S.R. 200 (100 feet wide); thence North 48° 52’ 05” West along the Southwesterly boundary of said Lot, 400.23 feet to the most Westerly corner of said Lot; thence North 41° 02’ 21” East along the Northwesterly boundary of said Lot, 30.00 feet; thence departing from said Northwesterly boundary South 48° 52’ 05” East, 400.28 feet to an intersection with aforesaid right of way line; thence South 41° 07’ 55” West along said right of way line 30.00 feet to the point of beginning.

Lots H and J of Block 9 of TEMPLE TERRACES, according to the plat thereof, as recorded in Plat Book 25, Page 62, of the Public Records of Hillsborough County, Florida. LESS that part of said lots deeded to the State of Florida as recorded in Official Records Book 824, Page 663 and also LESS that part of Lot J, Block 9 of TEMPLE TERRACES as recorded in Plat Book 25, Page 62 of the Public Records of Hillsborough County, Florida deeded to the State of Florida in Official Records Book 824, Page 681 of the aforementioned public records.

A parcel of land lying in the Northwest 1/4 of the Northeast 1/4 of Section 4, Township 36 South, Range 18 East, Sarasota County, Florida and being more particularly described as follows:

Commence at the Northwest corner of the Northwest 1/4 of the Northeast 1/4 of said Section 4; thence along the West line of said Northwest 1/4 of the Northeast l/4, being the centerline of Lockwood Ridge Road, South 00°21’41” West (measured), South 00°21’52” West (Department of Transportation), 37.94 feet; thence South 89°38’19” East, 45.00 feet to the East right-of-way line of Lockwood Ridge Road, according to Road Plat Book 3, Page 16D, of the Public Records of Sarasota County, Florida and the Southwesterly right-of-way line of State Road No. 610, now known as University Parkway, according to the Florida Department of Transportation right-of-way map, as recorded in Road Plat Book 2, Page 40-E, of the aforementioned public records and to the intersection with a curve to the right, whose center bears, South 03°04’20” West; thence along the Southwesterly right-of-way of said State Road No. 610, now known as University Parkway and

the arc of said curve, having a radius of 5626.58 feet, a central angle of 04°49’28”, for an arc distance of 473.78 feet to the Point of Tangency; thence continue along said right-of-way line, South 82°06’12” East, 524.21 feet for a Point of Beginning; thence continue along said right-of-way line, South 82°06’12” East, 42.19 feet to the Point of Curvature of a curve to the left; thence continue along said right-of-way line and the arc of said curve, having a radius of 5832.58 feet, a central angle of 02°35’30”, for an arc distance of 263.82 feet to the East line of the Northwest 1/4 of the Northeast 1/4 of said Section 4; thence leaving said right-of-way line and along said East line, South 00°15’18” West, 219.67 feet; thence North 89°44’42” West, 304.00 feet; thence North 00°15’18” East 254.44 feet to the Point of Beginning.

Together with the non-exclusive easements as defined in the Declaration of Easements, Restrictions and Reservations recorded in Official Records Book 2170, Page 1540, Public Records of Sarasota County, Florida, over the following property:

A parcel of land lying in the Northwest 1/4 of the Northeast 1/4 of Section 4, Township 36 South, Range 18 East, Sarasota County, Florida and being more particularly described as follows:

radius of 5626.58 feet; a central angle of 02°26’04”, for an arc distance of 239.08 feet; thence leaving said right-of-way line, South 00°21’41” West, 211.69 feet; thence North 89°38’19” West, 238.50 feet to the East right-of-way line of said Lockwood Ridge Road; thence along said right-of-way, North 00°21’41” East (measured), North 00°21’52” East (Department of Transportation), 228.07 feet to the Point of Beginning.

A parcel of land lying in the Northwest 1/4 of the Northeast 1/4 of Section 4, Township 36, South, Range 18 East, Sarasota County, Florida and being more particularly described as follows:

Commence at the Northwest corner of the Northwest 1/4 of the Northeast 1/4 of said Section 4; thence along the West line of said Northwest 1/4 of the Northeast l/4, being the centerline of Lockwood Ridge Road, South 00°21’41” West, 296.01 feet; thence South 89°88’l9” East, 45.00 feet to the East right-of-way line of Lockwood Ridge Road for a Point of Beginning; thence South 89°38’19” East, 238.50 feet; thence South 00°21’41” West, 203.00 feet; thence North 89°38’19” West, 238.50 feet to the East right-or-way line of said Lockwood Ridge Road; thence along said right-of-way line, North 00°2l’4l” East, 203.00 feet to the Point of Beginning.

Together with the non-exclusive easements as defined in the Declaration of Easements, Restrictions and Reservations for Outparcel C recorded November 5, 1990 in Official Records Book 2253, Page 1360, as amended by First Amendment to Declaration of Easements, Restrictions And Reservations For Outparcel C recorded in Official Records Instrument No. 2007133947, and Consents thereto recorded in Official Records Instrument Nos. 2007133948, 2007133949 and 2007133950, all of the Public Records of Sarasota Cover the following property:

A parcel of land lying in the Northwest 1/4 of the Northeast 1/4 of Section 4, Township 36 South, Range 18 East, Sarasota County, Florida and being more particularly described as follows:

Commence at the Northwest corner of the Northwest 1/4 of the Northeast 1/4 of said Section 4; thence along the West line of said Northwest 1/4 of the Northeast 1/4, being the centerline of Lockwood Ridge Road, South 00°21’41” West, 37.94 feet; thence South 89°38’19” East, 45.00 feet to the East right-of-way line of Lockwood Ridge Road and the Southwesterly right-of-way line of State Road No. 610 (University Parkway), according to the Florida Department of Transportation right-of-way map as recorded in Road Plat Book 2, Page 40-E, of the public records of Sarasota County, Florida and to the intersection with a curve to the right, whose center bears, South 03°04’20” West; thence along the Southwesterly right-of-way line of said State Road No. 610 (University Parkway) and the arc of said curve having a radius of 5626.58 feet; a central angle of 04°49’28”, for an arc distance of 473.78 feet to the Point of Tangency; thence continue along said right-of-way line, South 82°06’12” East, 224.04 feet for a Point of Beginning; thence continue along said right-of-way line, South 82°06’12” East 209.36 feet; thence leaving said right-of-way line, South 00°l5’18” West, 157.80 feet; thence North 89°44’42” West, 207.50 feet; thence North 00°15’18” East, 185.64 feet to the Point of Beginning.

Together with the non-exclusive easements as defined in the Declaration of Easements, Restrictions and Reservations for Outparcel D by Lancaster Partners VII, Ltd., a Florida limited partnership, recorded May 31, 1994 in Official Records Book 2636, Page 2019, as amended by Amendment thereto recorded in Official Records Instrument No. 200848635, of the Public Records Sarasota County, Florida.

Lot 1, TAMPOSI WILLIAMS COMPANY SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 102, Page 23, of the Public Records of Polk County, Florida; also being described as:

Starting at the Northwest corner of the Southwest 1/4 of Section 33, Township 28 South, Range 26 East, Polk County, Florida, also being the Northwest corner of U.S. Government Lot 4; thence Southerly along the West boundary of said Southwest 1/4, a distance of 40 feet to the South right-of-way line of State Road 540, also known as Cypress Gardens Boulevard; thence South 90°00’00” East along said South right-of-way line, 223.21 feet to the POINT OF BEGINNING; thence continue South 90°00’00” East along said South right-of-way line, 140.00 feet; thence South 00°01’00” West, 25.00 feet; thence South 90°00’00” East, 10.00 feet; thence North 00°01’00” East, 20.00 feet; thence South 90°00’00” East, 40.00 feet; thence South 00°01’00” West, 193.50 feet; thence North 90°00’00” West, 60.04 feet; thence South 00°01’00” West, 19.58 feet; thence North 90°00’00” West, 99.97 feet; thence South 00°01’00” West 360.78 feet; thence South 90°00’00” East, 48.00 feet; thence North 00°01’00” East, 11.06 feet; thence South 90°00’00” East, 40.67 feet; thence South 00°01’00” West, 19.39 feet; thence South 90°00’00” East, 12.86 feet; thence North 00°01’00” East, 19.36 feet; thence South 90°00’00” East, 69.78 feet; thence South 00°01’00” West, 16.96 feet; thence South 90°00’00” East, 33.60 feet; thence South 00°01’00” West, 89.07 feet; thence North 90°00’00” West, 234.90 feet; thence North 00°01’00” East, 673.86 feet to the Point of Beginning;

LESS AND EXCEPT that part of Lot 1, TAMPOSI WILLIAMS COMPANY SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 102, Page 23, of the Public Records of Polk County, Florida; more particularly described as follows:

Begin at the Southwest corner of said Lot 1; thence North 00°01’00” East, along the West boundary thereof a distance of 356.78 feet; thence South 90°00’00” East, 20.00 feet; thence South 00°01’00” West, 18.00 feet; thence South 90°00’00” East, 9.99 feet to a point on the common boundary between Lots 1 and 2 of said Tamposi Williams Subdivision; thence along said common boundary the following 12 courses: 1) South 00°01’00” West, 243.78 feet; thence 2) South 90°00’00” East, 48.00 feet; thence 3) North 00°01’00” East, 11.06 feet; thence 4) South

90°00’00” East, 40.67 feet; thence 5) South 00°01’00” West, 19.39 feet; thence 6) South 90°00’00” East, 12.86 feet; thence 7) North 00°01’00” East, 19.36 feet; thence 8) South 90°00’00” East, 69.78 feet; thence 9) South 00°01’00” West, 16.96 feet; thence 10) South 90°00’00” East, 33.60 feet; thence 11) South 00°01’00” West, 89.07 feet; thence 12) North 90°00’00” West, 234.90 feet to the Point of Beginning.

That part of Lot 2, TAMPOSI WILLIAMS COMPANY SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 102, Page 23, of the Public Records of Polk County, Florida; more particularly described as follows:

Commence at the Southeast corner of said Lot 2; thence North 00°01’00” East, along the East boundary thereof a distance of 130.00 feet; thence North 90°00’00” West, 45.00 feet; thence South 00°01’00” West, 50.00 feet; thence North 90°00’00” West, 85.00 feet; thence North 00°01’00” East, 50.00 feet; thence North 90°00’00” West, 103.70 feet; thence North 45°00’00” West, 58.45 feet; thence North 00°01’00” East, 172.45 feet to the POINT OF BEGINNING; thence North 90°00’00” West, 129.97 feet to a point on the common boundary between Lots 1 and 2 of said TAMPOSI WILLIAMS COMPANY SUBDIVISION; thence along said common boundary the following 4 courses: 1) North 00°01’00” East, 117.00 feet; thence 2) South 90°00’00” East, 99.97 feet; thence 3) North 00°01’00” East, 19.58 feet; thence 4) South 90°00’00” East, 30.00 feet; thence departing said common boundary, South 00°01’00” West, 136.58 feet to the Point of Beginning.

Commence at the Southeast corner of said Lot 2; thence North 00°01’00” East, along the East boundary thereof a distance of 130.00 feet; thence North 90°00’00” West, 45.00 feet; thence South 00°01’00” West, 50.00 feet; thence North 90°00’00” West, 85.00 feet; thence North 00°01’00” East, 50.00 feet; thence North 90°00’00” West, 103.70 feet; thence North 45°00’00” West, 58.45 feet; thence North 00°01’00” East, 172.45 feet to the POINT OF BEGINNING; thence continue North 00°01’00” East, 136.58 feet to a point on the common boundary between Lots 1 and 2 of said TAMPOSI WILLIAMS COMPANY SUBDIVISION; thence South 90°00’00” East along said common boundary a distance of 30.04 feet; thence departing said common boundary, South 00°01’00” West, 45.00 feet; thence North 90°00’00” West, 20.04 feet; thence South 00°01’00” West, 91.58 feet; thence North 90°00’00” West, 10.00 feet to the Point of Beginning.

Together with a 24 foot easement and right-of-way which benefits the insured property as created by and set forth in Easement recorded in Official Records Book 3534, Page 1716, located within the following area:

Commence at the Northwest corner of Government Lot 4 in Section 33, Township 28 South, Range 26 East, Polk County, Florida, and run South 00°09’16” East, 40 feet; thence North 89°58’11” East, 50 feet; thence South 00°09’16” East, 200 feet to the POINT OF BEGINNING; thence North 89°58’11” East, 172.64 feet; thence South 00°00’31” West, 124 feet; thence North 89°59’29” West, 27.50 feet; thence North 82°04’17” West, 156.34 feet; thence South 89°50’44” West, 29.84 feet; thence North 11°53’37” East, 104.66 feet; thence North 89°58’11” East, 18 feet to the Point of Beginning.

Together with those easements which benefit the insured property as created by and set forth in Reciprocal Easement Agreement recorded in Official Records Book 3628, Page 1608, Public Records of Polk County, Florida.

Together with Non-exclusive easements as created by and set forth in Access and Utility Easement recorded in Official Records Book 6795, Page 1892, Public Records of Polk County, Florida.

A parcel of land lying in Section 7, Township 40 South, Range 22 East, Charlotte County, Florida, described as follows:

Commencing at the Southwest corner of said Section 7, run North 00°05’44” East, along the West line of said Section 7, a distance of 40.00 feet to a point on the Northerly right-of-way line of Toledo Blade Boulevard, the same as shown and described in Official Records Book 251, Pages 106 thru 109 and on the Plat of “Port Charlotte Subdivision, Section Ninety”, recorded in Plat Book 7, Pages 59-A thru 59-B of the Public Records of Charlotte County, Florida; thence South 89°58’20” East, along the right-of-way line, a distance of 1,559.93 feet to the Point of Curvature of a circular curve, concave Northerly, having a radius of 1,602.15 feet and a central angle of 13°44’34”; thence Easterly along the arc of said curve, a distance of 384.29 feet to the Point of Reverse Curvature of a circular curve, concave Southerly, having a radius of 1,681.38 feet and a central angle of 13°44’34”, thence Easterly along the arc of said curve, a distance of 403.29 feet to the Point of Tangency of said curve; thence South 89°58’20” East, along said Northerly right-of-way line, a distance of 49.73 feet to a point lying on the Northerly extension of the centerline of Courtland Waterway, as shown on said Plat of “Port Charlotte Subdivision,

Section Ninety”; thence North 00°09’16” West, along the centerline of said Courtland Waterway extended Northerly, a distance of 1,120.00 feet to a point on the Northerly right-of-way of Murdock Circle (150 feet wide); thence along said Northerly line, North 89°50’44” East, a distance of 179.06 feet to a point; thence along said Northerly right-of-way line, a distance of 1,601.78 feet along an arc to the left, having a radius of 2,200.00 feet and a central angle of 41°42’58” to a point; thence continuing along said Northern line, North 48°07’46” East, a distance of 679.46 feet to the Point of Curvature of a circular curve concave to the left, having as elements a central angle of 21°00’00”, a radius of 900.00 feet, and a chord bearing of North 37°37’46” East; thence Northeasterly along the arc of said curve, a distance of 329.87 feet to a point of compound curvature of a circular curve concave to the left, having as elements a central angle of 90°00’00”, a radius of 25.00 feet, and a chord bearing of North 17°52’14” West; thence Northwesterly along said right-of-way line and the arc of said curve, a distance of 39.27 feet to the Southerly right-of-way line of U.S. 41 (S.R. 45; 200 feet wide); thence North 62°52’14” West, along said right-of-way line, a distance of 333.82 feet to the POINT OF BEGINNING;

Thence from said POINT OF BEGINNING continue North 62°52’14” West, along said right-of-way line, a distance of 200.78 feet; thence South 27°07’46” West, a distance of 186.88 feet; thence South 62°52’14” East, a distance of 186.75 feet; thence North 27°07’46” East, a distance of 69.89 feet; thence South 62°52’14” East, a distance of 33.00 feet; thence North 27°07’46” East, a distance of 73.00 feet; thence North 51°39’20” West, a distance of 19.34 feet; thence North 27°07’46” East, a distance of 40.23 feet to the POINT OF BEGINNING.

TOGETHER with Easements for the benefit of the above described parcel as set forth in Easement Agreement dated May 29, 1996 and recorded in Official Records Book 1467, Page 1236, of the Public Records of Charlotte County, Florida.

TOGETHER with Easements for the benefit of the above described parcel as set forth in Easement Agreement and Declaration of Restrictions dated May 24, 1996 and recorded in Official Records Book 1467, Page 1246, of the Public Records of Charlotte County, Florida.

TOGETHER with Easements for the benefit of the above described parcel as set forth in Access Easement dated May 30, 1996 and recorded in Official Records Book 1467, Page 1271, of the Public Records of Charlotte County, Florida.

Tract “B”, EAGLE SUBDIVISION I, according to the plat thereof, as recorded in Plat Book 66, Page 16 and 17, of the Public Records of Lee County, Florida.

A non-exclusive easement for ingress and egress over Tract A and Tract C of Eagle Subdivision I, according to the plat thereof, recorded in Plat Book 66, Page 16 and 17, of the Public Records of Lee County, Florida.

Perpetual non-exclusive easements for roadways, walkways, ingress and egress, and the use of facilities for the benefit of the above described parcel as created by and set forth in that certain Declaration of Covenants, Conditions and Restrictions recorded in Official Records Book 3243, Page 0144 and as amended in Official Records Instrument No. 2009000158329, of the Public Records of Lee County, Florida.

Lots 4 and 5, Hernando Square Plaza North—Phase 2, according to the map or plat thereof, as recorded in Plat Book 32, Pages 10 and 11, inclusive, of the Public Records of Hernando County, Florida.

TOGETHER WITH all easements appurtenant thereto as described and created in that certain Declaration of Covenants, Conditions and Restrictions recorded in the Official Records of Hernando County, Florida, recorded in Official Records Book 1087, Page 570 and as amended by First Amendment to Declaration of Covenants, Conditions and Restrictions for Hernando Square, recorded in Official Records Book 1110, Page 545, and as further amended by Second Amendment to Declaration of Covenants, Conditions and Restrictions for Hernando Square Annexing Property recorded in Official Records Book 1359, Page 1950, all of the Public Records of Hernando County, Florida.

A parcel of land lying in part in the NE 1/4 of Section 12, Township 26 South, Range 19 East and lying in part in the NW 1/4 of Section 7, Township 26 South, Range 20 East, Pasco County, Florida, and being more particularly described as follows:

N09°41’30”E, 119.14’; thence run S87°28’33”E, 747.36’ to a point on the Westerly R/W line of Interstate 75; thence run S33°54’42”W, along said R/W line, 267.65’; thence leaving said R/W line, run N77°26’08”W, 632.51 feet to the POINT OF BEGINNING.

Those lands described and set forth in Special Warranty Deed, from Private Restaurant Properties, LLC to Kazwell Realty Partners, LLC, dated July 31, 2008 and recorded August 1, 2008 in Official Records Book 7896, Page 1553, of the public records of Pasco County, Florida.

Non-Exclusive EASEMENT FOR INGRESS AND EGRESS over and across the following described parcel:

Commence at the Southeast corner of the NE 1/4 of the SE 1/4 of Section 12, Township 26 South, Range 19 East, Pasco County, Florida, thence run N00°17’43”E, 1336.37’ on the East boundary of said Section 12 to the point of intersection with the Northerly right-of-way line of State Road 54 West; thence run N77°28’17”W, 1325.17’ along said R/W line to the Point of Intersection with the Easterly R/W line of Oakley Boulevard, said Point being the P.C. of a curve to the right, said curve having a radius of 25.00’, chord of 35.36’, chord bearing of N32°28’17”W; thence run along said curve and Easterly R/W line an arc distance of 39.27’ to the P.T. of said curve; thence run N12°31°43”E, along said R/W line 542.36’ for a POINT OF BEGINNING; thence continue N12°31’43”E, along said R/W line 60.00’; thence run S77°28’17”E, 230.35’; thence S77°26’08”E, 305.02’ to the P.C. of a curve to the left, said curve having a radius of 220.00’, Delta of 90°, chord of 311.13’; thence run along said curve an arc distance of 345.58’ to the P.T. of said curve; thence run N12°33’52”E, 60.91’; thence run N12°23’47”E, 369.48’; thence run S87°28’33”E, 60.90’; thence S12°23’47”W, 380.01’; thence run S12°33’52”W, 61.00’ to the P.C. of a curve to the right, said curve having a radius of 280.00’, delta of 90°, chord of 395.98’; thence run along said curve an arc distance of 439.82’ to the P.T. of said curve; thence run N77°26’08”W, 305.00’; thence run N77°28’17”W, 230.33’ to the POINT OF BEGINNING, as created and described in EXHIBIT “A” attached to that certain Warranty Deed recorded in Official Records Book 3289, Page 646, as re-recorded in Official Records Book 3304, Page 462, and as contained in subsequent deeds in the chain of title recorded in Official Records Book 4057, Page 73, Official Records Book 4463, Page 1418, Official Records Book 7556, Page 1393 and Official Records Book 7896, Page 1553, of the public records of Pasco County, Florida.

Easements benefiting the above described land described and set forth in Access, Utility and Drainage Easement Agreement, by and among Kazwell Realty Partners, LLC, Oakley Grove Development LLC and Private Restaurant Properties, LLC, dated July 31, 2008 and recorded August 1, 2008 in Official Records Book 7896, Page 1578, of the public records of Pasco County, Florida.

A part of the Southeast 1/4 of the Northwest 1/4 of Section 32, Township 3 South, Range 27 East, Duval County, Florida, being more particularly described as follows:

Commence at the intersection of the South line of the Southeast 1/4 of the Northwest 1/4 of Section 32, with the Easterly right of way line of State Road No. 13 (a 174.00 foot right of way as now established); thence North 34°08’50” East along said Easterly right of way line of said State Road No. 13, a distance of 424.02 feet to a point of change in width of said right of way line; thence South 55°51’10” East, a distance of 10.00 feet; thence continue North 34°08’50” East along the Easterly right of way of said State Road No. 13, a distance of 154.00 feet to the Point of Beginning for this description.

From the Point of Beginning thus described, continue North 34°08’50” East along said Easterly right of way line of State Road No. 13, a distance of 138.00 feet; thence South 55°30’25” East departing from said right of way line a distance of 210.00 feet; thence South 34°08’50” West, a distance of 138.00 feet; thence North 55°30’25” West, a distance of 210.00 feet to the Point of Beginning.

Together with a Non Exclusive Easement for access, ingress, egress and parking, as disclosed in Warranty Deed dated 10/16/84, recorded 10/31/84, in Official Records Book 5871, page 1362, Public Records of Duval County, Florida.

Together with a Non Exclusive Easement for utilities as set forth in and granted by Warranty Deed dated 10/16/84, recorded 10/31/84, in Official Records Book 5871, page 1362, Public Records of Duval County, Florida.

Lot 3 (Out Parcel), SOUTH BEACH REGIONAL SHOPPING CENTER, according to plat thereof recorded in Plat Book 46, Pages 88, 88A and 88B, Public Records of Duval County, Florida.

A Non-Exclusive Easement and other rights of the insured as disclosed by Reciprocal Easement Agreement between South Beach Regional Associates, a Florida joint venture composed of (i) Gerald M. Smalley (a.k.a. Jerry M. Smalley), an individual, and (ii) Jacksonville Beach Southern

Properties, a Delaware general partnership, which is composed of Norpet (Swain) Inc., a Delaware corporation, Lynro Florida, Inc., a Delaware corporation, and Robert Rouleau, an individual, Sand Castle Associates, a Florida joint venture composed of (i) Gerald M. Smalley (a.k.a Jerry M. Smalley), an individual, and (ii) Jacksonville Beach Southern Properties, a Delaware general partnership, which is composed of Norpet (Swain) Inc., a Delaware corporation, Lynro Florida, Inc., a Delaware corporation, and Robert Rouleau, an individual and South Beach Office Tower Partnership, a Florida general partnership, dated as of August 2, 1989, recorded August 3, 1989 in Official Records Book 6743, Page 851; as affected by First Amendment, dated as of December 28, 1989, recorded July 13, 1990 in Official Records Book 6931, Page 595; Second Amendment, dated as of July 20, 1990, recorded August 1, 1990 in Official Records Book 6940, Page 1199; Third Amendment, dated as of November 13, 1990, recorded November 14, 1990 in Official Records Book 6997, Page 1795; Fourth Amendment, dated as of January 6, 1992, recorded January 23, 1992 in Official Records Book 7255, Page 1757; and Fifth Amendment, dated as of November 30, 1992, recorded December 3, 1992 in Official Records Book 7468, Page 1246, of the Public Records of Duval County, Florida.

ALL THOSE CERTAIN PIECES, PARCELS OR TRACTS OF LAND SITUATE, LYING AND BEING IN THE COUNTY OF CLAY AND STATE OF FLORIDA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

a parcel of land situated in Section 5, Township 4 South, Range 26 East, Clay County, Florida; said parcel being more particularly described as follows: Commence at the intersection of the former Easterly line of Blanding Boulevard (State Road No. 21 as formerly established as a 100 foot right of way) with the centerline of Wells Road (a 100 foot wide County Road according to Official Records Book 157, pages 539-544 of the Public Records of said County); thence on said centerline run South 88° 36’ 30” East, 2329.90 feet; thence North 01° 23’ 30” East, 50.00 feet to the North line of said Wells Road; thence on last said line run the following five courses: (1) on the arc of a curve concave Southwesterly and having a radius of 4347.18 feet, a chord distance of 327.95 feet, the bearing of said chord being South 86° 26’ 48” East; (2) continue on last said arc, a chord distance of 200.98 feet, the bearing of said chord being South 82° 57’ 37” East; (3) continue on last said arc, a chord distance of 158.04 feet to the point of beginning. The bearing of said chord being South 80° 35’ 38” East; (4) continue on last said arc, a chord distance of 71.62 feet, the bearing of last chord being South 79° 04’ 49” East to the point of tangency of said curve; (5) thence continue along said North right of way line, South 78° 36’ 30” East, 170.25 feet; thence North 01° 23’ 30” East, 304.63 feet; thence North 78° 36’ 30” West, 117.35 feet to the point of curvature of a curve concave Southwesterly and having a radius of 4647.18 feet; thence Westerly around and along the arc of said curve, an arc distance of 111.93 feet, said arc having a chord bearing and distance of North 79° 17’ 54” West, 111.92 feet; thence South 10° 00’ 42” West, 48.96 feet; thence North 80° 00’ 00” West, 5.00 feet; thence South 01° 23’ 30” West, 254.03 feet to the point of beginning.

A parcel of land situated in Section 5, Township 4 South, Range 26 East, Clay County, Florida; said parcel being more particularly described as follows: Commence at the intersection of the former Easterly line of Blanding Boulevard ( State Road No. 21 as formerly established as a 100 foot right of way) with the centerline of Wells Road ( a 100 foot wide County Road according to Official Records Book 157, pages 539-544 of the Public Records of said County); thence on said centerline run South 88° 36’ 30” East, 2329.90 feet; thence North 01° 23’ 30” East, 50.00 feet to the North line of said Wells Road; thence on last said line run the following three courses; (1) on the arc of a curve concave Southwesterly and having a radius of 4347.18 feet, a chord distance of 327.95 feet, the bearing of said chord being South 86° 26’ 48” East; (2) continue on last said arc, a chord distance of 200.98 feet to the point of beginning, the bearing of last said chord being South 82° 57’ 37” East; (3) continue on last said arc, a distance of 158.05 feet, said arc having a chord distance of 158.04 feet, the bearing of last said chord being South 80° 35’ 38” East; thence North 01° 23’ 30” East, 254.03 feet; thence South 80° 00’ 00” East 5.00 feet; thence North 10° 00’ 42” East, 48.96 feet to a point situate in a curve concave Southwesterly and having a radius of 4647.18 feet; thence Westerly around and along the arc of said curve, 170.28 feet; said arc being subtended by a chord bearing and distance of North 81° 02’ 17” West, 170.27 feet; thence South 01° 23’ 30” West, 302.09 feet to the point of beginning.

LESS AND EXCEPT that portion conveyed by Warranty Deed to JP Car Wash Investments, LLC, a Florida limited liability company recorded in Official Records Book 2712, page 350, of the Public Records of Clay County, Florida.

Together with easement in Official Records Book 1337, page 345 of the Public Records of Clay County, Florida.

Together with a perpetual non-exclusive Easement for the benefit of Parcel A and B as created by Declaration of Covenants, Conditions, Restrictions and Easements recorded in Official Records Book 2712, page 330, for the purpose described therein over, under and across the lands described therein.

A part of the G.W. Perpall Grant, Section 41, Township 7 South, Range 30 East, St. Johns County, Florida, and being more particularly described as follows:

For a Point of Reference, commence at a Florida, D.O.T. nail and washer at the intersection of the centerline of the Southbound lane, U.S. Highway No. 1, and the centerline of State Road No. 312, as shown on Florida D.O.T. Right-of-way Map, Section No. 78002-2502, Sheet 3 of 13 (Said Point of Intersection lying 98.0 feet East of the Westerly Right-of-Way line of said U.S. Highway No. 1); thence South 89°54’15” East, along said centerline of State Road No. 312, a distance of 123.98 feet; thence at right angles to said centerline, South 00°05’45” West, a distance of 100.00 feet to the Southerly line of said State Road No. 312; thence along the Southerly Right-of-Way line of said State Road No. 312 as shown on said D.O.T. Right-of-Way Map and as recorded O.R. Volume 234, Page 623, of the Public Records of said County, South 89°54’15” East, a distance of 704.00 feet to the Point of Beginning; thence continue South 89°54’15” East, along said Right-of-Way line, a distance of 225.24 feet; thence South 00°08’00” West, a distance of 333.28 feet; thence North 89°52’00” West, a distance of 225.24 feet; thence a North 00°08’00” East, a distance of 333.13 feet to the Point of Beginning.

A Non-Exclusive Easement for passage and use for the purpose of walking upon and driving vehicles upon, over and across all those sidewalks, entrances and drives on the driveway area as disclosed in Cross Easement Agreement between Scotty’s, Inc., a Florida corporation, New America Properties, Inc., a Delaware corporation, and Wal-Mart Properties, Inc., a Delaware corporation, dated as of March 22, 1983, recorded March 24, 1983 in O.R. Book 577, Pages 96 through 124; as affected by Supplement to Cross Easement Agreement, dated as of March 23, 1993, recorded March 26, 1993 in O.R. Book 984, Pages 1169 through 1183, St. Johns County Records.

A Non-Exclusive Easement for pedestrian and vehicular ingress and egress over and across all those sidewalks, driveways passageways as may exist from time to time on that certain real property described in Easement for Ingress and Egress granted to Southern Centers Associates, a Florida general partnership, from Apple South, Inc., a Georgia corporation, dated March 23, 1993, recorded March 26, 1993 in O.R. Book 984, Pages 1193 through 1196, St. Johns County Records.

A Non-Exclusive Easement for pedestrian and vehicular ingress and egress over and across the service road, as disclosed in Easement Agreement between Southern Center Associates, a Florida general partnership, and Connerty, Inc., a Florida corporation, dated November 30, 1993, recorded December 6, 1993 in O.R. Book 1024, Pages 1549 through 1562, St. Johns County Records.

A Non-Exclusive Easement for the purpose of using a surface and storm water retention pond system as disclosed in Easement Agreement between Southern Center Associates, a Florida general partnership, and Connerty, Inc., a Florida corporation, dated November 30, 1993, recorded December 6, 1993 in O.R. Book 1024, Pages 1549 through 1562, St. Johns County Records.

A Non-Exclusive Easement for drainage of surface waters, storm water and for the construction, installation, operations and maintenance of drainage improvements and structures over, under and across that certain property described in Easement Agreement dated November 30, 1993, recorded December 6, 1993 in O.R. Book 1024, Pages 1549 through 1562, St. Johns County Records.

A Non-Exclusive Easement for pedestrian or vehicular, or both, ingress, egress and regress, as set forth in that certain Agreement by and between Staug Properties, Inc., a Florida corporation and Scotty’s, Inc., a Florida corporation recorded in Official Records Book 398, Page 164, and as affected by Amendment to Easement recorded in Official Records Book 481, Page 288, St. Johns County Records.

Commence at the Department of Transportation from Pin on the Southerly Right-of-Way boundary of State Road No. 8 (Interstate 10), set iron pipe being North 89 degrees 23 minutes 03 seconds West 604.28 feet from the Easterly boundary of Section 8, Township 1 North, Range 1 East, Leon County, Florida, and run thence South 86 degrees 07 minutes 58 seconds West 135.97 feet to the POINT OF BEGINNING. From said POINT OF BEGINNING leaving said Southerly Right-of-Way run South 00 degrees 58 minutes 58 seconds West 378.71 feet to a point on the Northerly Right-of-Way of Raymond Diehl Road, thence run North 83 degrees 44 minutes 30 seconds West along said Northerly Right-of-Way 157.71 feet, thence North 04 degrees 18 minutes 58 seconds East 15.06 feet, thence North 82 degrees 57 minutes 27 seconds West along said Northerly Right-of-Way 128.81 feet, thence leaving said Northerly Right-of-Way run North 07 degrees 02 minutes 33 seconds East 114.14 feet, thence North 15 degrees 23 minutes 55 seconds West 131.30 feet, thence North 60 degrees 53 minutes 19 seconds West 14.63 feet, thence North 15 degrees 31 minutes 47 seconds West 78.80 feet to a point on the Southerly Right-of-Way of said State Road No. 8, thence run South 88 degrees 53 minutes 50 seconds East along said Southerly Right-of-Way 179.19 feet, thence North 86 degrees 07 minutes 58 seconds East 165.95 feet to the POINT OF BEGINNING.

Together with Grant of Access and Parking Easements from McKibbon Hotel Group of Tallahassee Florida, L.P., a Georgia limited partnership to Outback Steakhouse of Florida, Inc., a Florida corporation as set forth in that certain Agreement Imposing Restrictive Covenants, Granting Easements, and Creating Parking, Signage and Maintenance Obligations by and between McKibbon Hotel Group of Tallahassee Florida, L.P., a Georgia limited partnership and Outback Steakhouse of Florida, Inc., a Florida corporation recorded in Official Records Book 1803, Page 1510.

COMMENCE AT THE NORTHWEST CORNER OF SECTION 32, TOWNSHIP 03 SOUTH, RANGE 14 WEST, BAY COUNTY, FLORIDA, THENCE SOUTH ALONG THE WEST LINE OF SAID SECTION 32 FOR 50.00 FEET TO THE SOUTH RIGHT OF WAY LINE OF 23RD STREET; THENCE SOUTH 89°19’39” EAST ALONG SAID SOUTH RIGHT OF WAY LINE FOR 254.92 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 89°19’39” EAST ALONG SAID SOUTH RIGHT OF WAY LINE FOR 200.00 FEET; THENCE SOUTH 01°05’48” WEST FOR 464.34 FEET TO THE NORTHERLY LINE OF LOT 5, EDGEWOOD, ACCORDING TO THE PLAT RECORDED IN PLAT BOOK 8, PAGE 68A, IN THE PUBLIC RECORDS OF BAY COUNTY, FLORIDA; THENCE NORTH 62°08’12” WEST ALONG SAID NORTHERLY LINE OF LOT 5, FOR 0.76 FEET; THENCE NORTH 62°17’23” WEST ALONG THE NORTHERLY LINE OF LOT 3, EDGEWOOD, ACCORDING TO SAID PLAT, FOR 171.96 FEET; THENCE NORTH 62°27’44” WEST ALONG THE NORTHERLY LINE OF LOT 3, EDGEWOOD, ACCORDING TO SAID PLAT, FOR 50.91 FEET; THENCE NORTH 01°05’48” EAST FOR 362.82 FEET TO THE POINT OF BEGINNING.

TOGETHER WITH A NON-EXCLUSIVE DRAINAGE EASEMENT FOR THE BENEFIT OF PARCEL 1 AS SET FORTH IN THAT CERTAIN DECLARATION OF STORM DRAINAGE EASEMENT BY BARKLEY DEVELOPMENT COMPANY RECORDED SEPTEMBER 5, 1991 IN OFFICIAL RECORDS BOOK 1334, PAGE 1482 OF THE PUBLIC RECORDS OF BAY COUNTY, FLORIDA.

Lot 1, Florida Center Turnpike—Cypress Creek Golf Course Residential & Commercial Area Plat No. 8, according to the plat thereof as recorded in Plat Book 34, Page 58, Public Records of Orange County, Florida.

Together with those certain Non-Exclusive Easements for the benefit of Parcel 1 created by Non-Exclusive Reciprocal Easement Agreement recorded in Official Records Book 4875, Page 3323, Public Records of Orange County, Florida.

Together with Easements for the benefit of Parcel 1 created by Lawing Lane Declaration of Covenants, Conditions and Restrictions recorded in Official Records Book 3870, page 2729, Public Records of Orange County, Florida.

A parcel of land lying in Section 29, Township 19 South, Range 30 East, being more particularly described as follows:

Beginning at the Northwest corner of the Southwest 1/4 of the Northeast 1/4 of the Northeast 1/4 of said Section 29; run North 89°38’09” East along the North line of the Southwest 1/4 of the Northeast 1/4 of the Northeast 1/4 of said Section 29 for a distance of 242.76 feet to the Westerly right of way line of Hickman Drive as shown on the plat of I-4 Industrial Park as filed in Plat Book 16 at Page 59 of the Public Records of Seminole County, Florida; thence run South 00°16’14” East along said last mentioned Westerly line for a distance of 289.81 feet; thence run South 89°55’33” West for a distance of 242.76 feet to the West line of the Northeast 1/4 of the Northeast 1/4 of said Section 29, thence run North 00°16’14” West along said last mentioned West line for a distance of 288.58 feet to the point of beginning, Less the West 10 feet thereof, all in the Public Records of Seminole County, Florida.

Commencing at the Northeast corner of the Northeast 1/4 of Section 29, Township 19 South, Range 30 East, Seminole County, Florida, run South 00°18’16” East along the East line of said Northeast 1/4, 660.44 feet; thence South 89°38’03” West, 1298.40 feet for a point of beginning; thence run North 00°16’14” West, 49.77 feet; thence South 89°38’03” West, 345.92 feet to the Easterly right of way of State Road 400 (I-4); thence South 23°52’49” West along said right of way, 54.58 feet; thence North 89°38’03” East, 40.00 feet; thence North 00°16’14” West, 25.00 feet; thence North 89°41’12” East, 70.00 feet; thence South 00°16’14” East, 15.00 feet; thence North 89°38’03” East, 248.24 feet; thence South 00°16’14” East, 10.00 feet; thence North 89°38’03” East, 10 feet to the point of beginning and also being described as follows:

Commencing at the Northwest corner of the Southwest 1/4 of the Northeast 1/4 of the Northeast 1/4 of Section 29, Township 19 South, Range 30 East, according to the Plat of I-4 Industrial Park, as recorded in Plat Book 16, Pages 59 and 60, of the Public Records of Seminole County, Florida, run thence North 89°38’03” East more or less, 10.00 feet for a point of beginning; thence continue North 89°38’03” East, 10.00 feet; thence North 00°16’14” West, 49.77 feet; thence South 89°38’03” West, 345.92 feet to the Easterly right of way of State Road 400 (I-4); thence South 23°52’49” West along said right of way, 54.50 feet; thence North 89°38’03” East, 40.00 feet; thence North 00°16’14” West, 25.00 feet; thence North 89°41’12” East, 70.00 feet; thence South 00°16’14” East, 15.00 feet; thence North 89°38’03” East, 248.22 feet; thence South 00°16’14” East, 10.00 feet to the point of beginning.

Together with Non-Exclusive Easement for the benefit of Parcel B as created in Easement Agreement recorded in Official Records Book 3020, Page 452, for the purpose described therein over, under and across lands described therein.

That portion of Lot 2, Block 46 of the revised and corrected plat of Re-Subdivision of Subdivision of Silver Lakes Estates, according to the plat thereof as recorded in Plat Book 10, Pages 66 through 69, Public Records of Lake County, Florida, described as follows:

Commence at the Northwest corner of Lot 1, Block 46, of the above said revised and corrected plat of Re-Subdivision of Subdivision of Silver Lake Estates, (said point of commencement being a 6” x 6” concrete monument); thence run North 00°44’58’ East along the West line of Lot 4, of Block 45 of said subdivision a distance of 146.50 feet to the Southwesterly right of way line of State Road 500, U.S. Highway 441; thence run South 71°26’06” East along said right of way line a distance of 476.58 feet to the point of beginning; thence continue South 71°26’06” East along said right of way line a distance of 207.00 feet to the intersection with the East line of Lot 2, Block 46; thence departing said right of way line run South 00°19’45” East along said East line a distance of 302.23 feet; thence departing the East line of Lot 2, run North 89°37’35” West, a distance of 175.08 feet to the point of curvature of a curve concave Northeasterly and having a radius of 33.00 feet; thence run Northwesterly along the arc of said curve through a central angle of 90°00’00” a distance of 51.84 feet to the point of tangency thereof; thence run North 00°22’25” East, a distance of 307.72 feet to the point of curvature of a curve concave Southeasterly and having a radius of 48.00 feet; thence run Northeasterly along the arc of said curve through a central angle of 32°56’36” a distance of 27.60 feet to the abovementioned Southwesterly right of way line of State Road 500, U.S. Highway 441 and the point of beginning.

Non-exclusive and perpetual Easements as reserved in Declaration of Covenants, Conditions and Restrictions recorded in Official Records Book 1660, Page 1002; as re-recorded in Official Records Book 1662, Page 2431, as amended by First Amendment to Declaration recorded in Official Records Book 1827, Page 276, Public Records of Lake County, Florida.

All that tract or parcel of land lying and being in Land Lot 345 of the 13th Land District of Bibb County, Georgia, being more particularly described as follows: BEGINNING AT A POINT where the North margin of the right-of-way of Riverplace Drive (variable right-of-way) intersects with the East margin of the right-of-way of Arkwright Road (variable right-of-way) and from said POINT run north 81 degrees 30 minutes 21 seconds east along the North margin of the right-of-way of Riverplace Drive a distance of 67.74 feet to a point; thence run in a Northeasterly direction along the North margin of the right-of-way of Riverplace Drive an arc distance of 82.73 feet (which arc has a radius of 359.92 feet, a delta angle of 13 degrees 10 minutes 11 seconds, a chord course of north 88 degrees 05 minutes 15 seconds east and a chord distance of 82.55) feet to a point marked by a Nail set in asphalt which is the TRUE POINT OF BEGINNING; thence leaving the North margin of the right-of-way of Riverplace Drive and from said TRUE POINT OF BEGINNING run north 21 degrees 34 minutes 15 seconds east a distance of 170.27 feet to a point marked by an iron pin; thence run north 03 degrees 24 minutes 58 seconds east a distance of 110.0 feet to a point marked by a one-half inch Rebar; thence run north 03 degrees 24 minutes 58 seconds east a distance of 7.60 feet to a point marked by an iron

pin; thence run north 64 degrees 45 minutes 28 seconds east a distance of 137.66 feet to a point marked by an iron pin; thence run south 68 degrees 25 minutes 45 seconds east a distance of 154.96 feet to a point marked by an iron pin; thence run south 24 degrees 19 minutes 06 seconds west a distance of 115.47 feet to a point marked by an iron pin; thence run south 24 degrees 19 minutes 06 seconds west a distance of 24.73 feet to a point marked by an iron pin; thence run south 08 degrees 28 minutes 32 seconds east a distance of 91.56 feet to a point marked by an iron pin; thence run south 06 degrees 39 minutes 55 seconds west a distance of 56.87 feet to a point marked by an iron pin; thence run south 29 degrees 22 minutes 26 seconds west a distance of 123.93 feet to a point on the North margin of the right-of-way of River Place Drive marked by an iron pin; thence run north 46 degrees 50 minutes 25 seconds west along the North margin of the right-of-way of Riverplace Drive 13.36 feet to a point marked by an iron pin; thence run in a Northwesterly direction along the North margin of the right-of-way of Riverplace Drive an arc distance of 241.75 feet (which arc has a radius of 359.92 feet, a delta angle of 38 degrees 29 minutes 06 seconds, a chord course of north 66 degrees 04 minutes 38 seconds west and a chord distance of 237.23 feet) to a point marked by a Nail set in asphalt and the TRUE POINT OF BEGINNING. Said property is shown as TRACT “A”, containing 2.0377 acres, on a certain map or plat of survey entitled “Boundary Survey for Carrabba’s Restaurant”, prepared by Donaldson, Garrett & Associates, Inc. (James P. Garrett, Georgia Registered Surveyor No. 2466), dated October 22, 1994, revised November 22, 1994, and recorded in Plat Book 87, Pages 992 and 993, Bibb County, Georgia Records, to which map or plat of survey and the record thereof reference is hereby made for all purposes in aid of the description of said property.

TOGETHER WITH, as appurtenance, all those real property rights which benefit the property as contained in the Easement from Southeast Timberlands, Inc. to J. Gordon Bennett, III, filed May 2, 1991 at Deed Book 1987, Page 270, aforesaid records.

ALL THAT TRACT or parcel of land lying and being in Land Lot 208 of the 20th District, 2nd Section, Cobb County, Georgia, and being more particularly described as follows:

BEGINNING at an iron pin set (1/2-inch rebar) at the intersection of the northwest right-of-way of Ernest Barrett Parkway (right-of-way varies) with the northeast right-of-way of Cobb Place Drive (right-of-way varies); thence along the northeast right-of-way of Cobb Place Drive South 73 degrees 40 minutes 36 seconds West 45.78 feet to an iron pin set; thence North 75 degrees 30 minutes 22 seconds West 33.92 feet to an iron pin set; thence North 35 degrees 33 minutes 35 seconds West 277.43 feet to an iron pin set (1/2-inch rebar); thence leaving said right-of-way North 54 degrees 26 minutes 25 seconds East 207.70 feet to an iron pin set; thence along an arc 29.02 feet subtended by a chord bearing North 56 degrees 13 minutes 43 seconds East and a chord distance of 29.01 feet with a radius of 465.04 feet to an iron pin set; thence South 35 degrees 33 minutes 35 seconds East 309.11 feet to an iron pin set on the northwest right-of-way of Earnest Barrett Parkway; thence along said right-of-way South 54 degrees 26 minutes 25 seconds West 55.61 feet to an iron pin set; thence South 35 degrees 33 minutes 35 seconds East 8.50 feet to an iron pin set; thence South 54 degrees 26 minutes 25 seconds West 116.09 feet to the POINT OF BEGINNING. Said tract being 1.687 acres (73,973.06 square feet) more or less.

ALL THAT TRACT or parcel of land lying and being in Land Lot 110 of the 12th District of Clayton County, Georgia, being more particularly described as follows:

Commence at a point at the intersection of the southwesterly right-of-way line of Mt. Zion Road (variable right-of-way) with the northwesterly right-of-way line of Mt. Zion Circle (50-foot right-of-way); proceed thence northwesterly along the right-of-way of Mt. Zion Road a distance of 1504.23 feet to a point, said point being the TRUE POINT OF BEGINNING; proceed thence South 43 degrees 14 minutes 51 seconds West a distance of 261.11 feet to a point; proceed thence North 46 degrees 45 minutes 09 seconds West a distance of 193.00 feet to point; proceed thence North 43 degrees 14 minutes 51 seconds East a distance of 260.90 feet to point; proceed thence South 46 degrees 48 minutes 52 seconds East a distance of 193.00 feet to a point, said point being the TRUE POINT OF BEGINNING; containing 1.16 acres more or less and being shown on ALTA/ACSM Survey for: Fourth Quarter Properties XI, LLC, SouthTrust Bank of Georgia, N.A., Carrabba’s Italian Grill, Inc., Baker & Hostetler, L.P. and First American Title Insurance Company, made by Travis Pruitt & Associates, P.C., bearing the seal of Travis N. Puritt, Sr., GA R.L.S. No. 1729, dated April 19, 1997, last revised April 29, 1997, which survey is incorporated herein by this reference and made a part hereof.

TOGETHER WITH the rights, privileges, easements and burdens granted under that certain Declaration of Operations, Easements, Covenants and Restrictions by Fourth Quarter Properties XI, LLC, a Georgia limited liability company dated April 29, 1997, recorded in Deed Book 3033, Page 4, Clayton County, Georgia records.

ALL THAT TRACT OR PARCEL OF LAND lying and being in the 241^st District, G.M., Clarke County, Georgia, and being more particularly described as follows:

To find the TRUE POINT OF BEGINNING, commence at a point located at the Southwest corner of the intersection of the Southwesterly right-of-way line of Timothy Road (which right-of-way is 100 feet) and the Southerly right-of-way line of Athens-Atlanta Highway (U.S. 78, a 200 foot right-of-way); running thence Southwesterly along the Southerly line of the right-of-way of said Athens-Atlanta Highway and along the arc of a curve (which arc has a radius of 2,944.79 feet and a chord distance of 53.85 feet on a bearing of South 81 degrees 03 minutes 35 seconds West), a distance of 53.85 feet to a point, which point is the TRUE POINT OF BEGINNING; from said TRUE POINT OF BEGINNING and leaving the southerly right-of-way line of said Athens-Atlanta Highway, running thence South 01 degrees 02 minutes 30 seconds East a distance of 285.07 feet to a point; running thence South 89 degrees 50 minutes 10 seconds West a distance of 180.00 feet to a point; running thence North 01 degrees 02 minutes 31 seconds West a distance of 264.63 feet to a point located on the southerly right-of-way line of said Athens-Atlanta Highway; running thence Northeasterly along the Southerly right-of-way line of said Athens-Atlanta Highway and along the arc of the curve to the left (which arc has a radius of 2,944.79 feet and a chord distance of 180.5 feet on a bearing of North 83 degrees 20 minutes 56 seconds East) a distance of 180.87 feet to a point; which point is the TRUE POINT OF BEGINNING, according to a plat of survey for ShowBiz Pizza Place, Inc., dated September 15, 1982, by Ben McLeroy, Georgia Registered Land Surveyor #1184.

ALL THAT TRACT or parcel of land lying and being in Land Lot 649 of the 16th District, 2nd Section of Cobb County, Georgia, and being more particularly described as follows:

TO FIND THE TRUE POINT OF BEGINNING, commence at a point located on the eastern side of the land lot line being common to Land Lots 719 and 720 of the aforesaid district, section and county and the northwestern right-of-way line of Barrett Parkway (formerly known as New Roberts Road and having a 120-foot right-of-way width); thence leaving the eastern side of the land lot line being common to Land Lots 719 and 720, run in a southwesterly direction along the northwestern right-of-way line of Barrett Parkway South 54 degrees 26 minutes 25 seconds West a distance of 674.89 feet to a point located on the southwestern right-of-way line of a private road known as Cobb Place Parkway (formerly known as New Street B) and having a variable right-of-way width); thence leaving the northwestern right-of-way line of Barrett Parkway, run along the southwestern, northwestern and western right-of-way lines of Cobb Place Parkway the following four (4) courses and distances and following the curvature thereof: (1) along the arc of a 72.444-foot radius curve to the left having an arc distance of 113.80 feet to a point (said arc being subtended by a chord lying to the west thereof bearing North 09 degrees 26 minutes 44 seconds East and being 102.45 feet in length); (2) along the arc of a 177.405-foot radius curve to the right having an arc distance of 239.38 feet to a point (said arc being subtended by a chord lying to the east thereof bearing North 03 degrees 05 minutes 43 seconds East and being 221.62 feet in length); (3) North 41 degrees 45 minutes 00 seconds East a distance of 213.30 feet to a point; and (4) along the arc of a curve of a 139.60-foot radius curve to the left having an arc distance of 99.29 feet to a point (said arc being subtended by a chord lying to the west thereof bearing North 21 degrees 22 minutes 30 seconds East and being 97.21 feet in length); thence leaving the western right-of-way line of Cobb Place Parkway, run South 89 degrees 00 minutes 00 seconds East, a distance of 25.00 feet to a point; said point being the centerline of Cobb Place Parkway and the eastern boundary line of Grantor’s property; thence along the centerline of Cobb Place Parkway and the eastern boundary line of Grantor’s property, run North 01 degree 00 minutes 00 seconds East, a distance of 486.58 feet to a point; thence leaving the centerline of Cobb Place Parkway and the eastern boundary line of Grantor’s property, run the following two (2) courses and distances: (1) North 89 degrees 00 minutes 00 seconds West a distance of 279.00 feet to a point; and (2) South 01 degree 00 minutes 00 seconds West, a distance of 197.69 feet to an iron pin placed, said iron pin placed being the TRUE POINT OF BEGINNING; from the TRUE POINT OF BEGINNING, as thus established, run the following four (4) courses and distances: (1) South 89 degrees 00 minutes 00 seconds East a distance of 244.00 feet to an iron pin placed; (2) South 01 degree 00 minutes 00 seconds West a distance of 151.05 feet to an iron pin placed; (3) North 89 degrees 00 minutes 00 seconds West a distance of 244.00 feet to a nail in cap placed; and (4) North 01 degree 00 minutes 00 seconds East a distance of 151.05 feet to an iron pin placed, said iron pin placed being the TRUE POINT OF BEGINNING.

The above described property contains 0.846 acres more or less, and is shown on and described according to that certain survey prepared for Outback Steakhouse of Florida, Inc., Andrew Weiss, P.C. and Chicago Title Insurance Company by Watts & Browning Engineers, Inc., (G.M. Gillespie, Georgia Registered Land Surveyor No. 2121), dated May 23, 1994, last revised July 7, 1994, which survey is incorporated herein by this reference and made a part of this description.

TOGETHER WITH the rights, privileges and easements granted under that certain Limited Warranty Deed recorded in Deed Book 3548, Page 367, Cobb County, Georgia records.

TOGETHER WITH the rights, privileges and easements granted under that certain Cobb Place Reciprocal Easement Agreement dated August 14, 1985, recorded in Deed Book 3607, Page 23, Cobb County, Georgia records; as assigned by that certain Assignment and Assumption Agreement from CA Cobb Retail Investors, Ltd. to Cobb Retail Associates, a Georgia general partnership, dated February 11, 1986, filed for record March 10, 1986, recorded in Deed Book 3851, Page 171, aforesaid county records; as amended by that certain Amendment to Cobb Place Reciprocal Easement Agreement dated November 28, 1990, filed for record December 7, 1990, recorded in Deed Book 5949, Page 516, aforesaid county records; as affected by that certain Easement and Indemnity Agreement dated August 8, 1991, filed of record August 9, 1991, recorded in Deed Book 6223, Page 433, aforesaid county records; as further amended in deed Book 8494, Page 552, aforesaid county records.

TOGETHER WITH the rights arising from that certain Easement and Indemnity Agreement dated August 8, 1991, filed of record August 9, 1991, recorded in Deed Book 6223, Page 433, aforesaid county records.

TOGETHER WITH the rights, privileges and easements granted under that certain Amendment and Restatement of Easement Agreement by and between Senior Corp. and Cobb Retail Associates, et al., dated August 20, 1986, filed for record November 6, 1986, recorded in Deed Book 4195, Page 316, Cobb County, Georgia records and in Deed Book 4195, Page 376, aforesaid county records.

TOGETHER WITH the rights, privileges and easements granted under that certain Easement Agreement by and between Jose Manuel Lomelin, et al., and Cobb Retail Associates, et al., dated August 22, 1986, filed for record November 6, 1986, recorded in Deed Book 4195, Page 435, Cobb County, Georgia records and in Deed Book 4195, Page 458, aforesaid county records.

ALL THAT TRACT or parcel of land lying and being in Land Lot 23 of the 1st District, 5th Section, City of Douglasville, Douglas County, Georgia, said tract or parcel further described as follows:

To find the Point of Beginning commence at a concrete right-of-way monument found at the intersection of the westerly right-of-way line of Chapel Hill Road (r/w varies) and the northerly right-of-way line of Douglas Boulevard (100 ft r/w); thence the following courses and distances along the northerly right-of-way line of Douglas Boulevard to the Point of Beginning: North 87

degrees 28 minutes 24 seconds West for a distance of 56.11 feet to a point; thence along a curve to the right having a radius of 522.96 feet and an arc length of 126.25 feet, being subtended by a chord of North 80 degrees 47 minutes 54 seconds West for a distance of 125.94 feet to an iron pin found on the northerly right-of-way line of Douglas Boulevard said iron pin found being the Point of Beginning; thence the following courses and distances along the northerly right-of-way line of Douglas Boulevard along the arc of a curve to the right having a radius of 522.96 feet and an arc length of 75.56 feet, being subtended by a chord of North 69 degrees 44 minutes 36 seconds West for a distance of 75.49 feet to a point; thence North 65 degrees 36 minutes 15 seconds West for a distance of 166.95 feet to a point; thence along a curve to the left having a radius of 622.96 feet and an arc length of 67.35 feet, being subtended by a chord of North 68 degrees 42 minutes 05 seconds West for a distance of 67.32 feet to an iron pin found; thence North 18 degrees 12 minutes 05 seconds East for a distance of 186.89 feet leaving the northerly right-of-way line of Douglas Boulevard to an iron pin found; thence North 77 degrees 01 minute 09 seconds East for a distance of 167.34 feet to an iron pin found; thence South 27 degrees 21 minutes 53 seconds East for a distance of 134.90 feet to an iron pin found; thence South 00 degrees 34 minutes 12 seconds East for a distance of 214.88 feet to an iron pin found on the northerly right-of-way line of Douglas Boulevard said iron pin found being the Point of Beginning. Together with and subject to covenants, easements and restrictions of record. Said parcel contains 1.471 acres, more or less.

TOGETHER WITH A 50 FOOT ACCESS EASEMENT being more particularly described as ALL THAT TRACT or parcel of land lying and being in Land Lot 23 of the 1st District, 5th Section, City of Douglasville, Douglas County, Georgia, said tract or parcel further described as follows:

To find the Point of Beginning commence at a concrete right-of-way monument found at the intersection of the westerly right-of-way lien of Chapel Hill Road (r/w varies) and the northerly right-of-way line of Douglas Boulevard (100 ft r/w); thence the following courses and distances along the northerly right-of-way line of Douglas Boulevard: North 87 degrees 28 minutes 24 seconds West for a distance of 56.11 feet to a point; thence along a curve to the right having a radius of 522.96 feet and an arc length of 126.25 feet, being subtended by a chord of North 80 degrees 47 minutes 54 seconds for a distance of 125.94 feet to an iron pin found; thence North 00 degrees 34 minutes 12 seconds West for a distance of 214.88 feet leaving the northerly right-of-way line of Douglas Boulevard to an iron pin found; thence North 27 degrees 21 minutes 53 seconds West for a distance of 134.90 feet to an iron pin found at the Point of Beginning; thence South 77 degrees 01 minute 09 seconds West for a distance of 167.34 feet to an iron pin found; thence North 18 degrees 12 minutes 05 seconds East for a distance of 58.73 feet to an iron pin set on the southerly right-of-way line of Interstate I-20; thence North 77 degrees 00 minutes 22 seconds East for a distance of 168.68 feet along the southerly right-of-way line of Interstate I-20 to an iron pin set; thence South 12 degrees 59 minutes 38 seconds East for a distance of 50.28 feet leaving the southerly right-of-way line of Interstate I-20 to an iron pin set; thence South 77 degrees 01 minute 09 seconds West for a distance of 31.75 feet to an iron pin found and the Point of Beginning.

TOGETHER WITH the rights, privileges, easements and burdens contained in that certain Perpetual Easement as contained in that certain General Warranty Deed from Benchmark United, Inc. to J.R. Morgan Oil Company, Inc., dated September 8, 1993, filed of record September 13, 1993, recorded in Deed Book 833, Page 527, aforesaid county records.

TOGETHER WITH the rights, privileges, easements and burdens contained in that certain Mutual Access, Non-Exclusive Parking and Sewer and Utility Easement Agreement by and between Benchmark United, Inc. and Outback Steakhouse of Florida, Inc., dated Nov. 2, 1995, filed of record Nov. 11, 1995, as recorded in Deed Book 971, page 489, aforesaid county records. Easement Agreement and Amendment to Mutual Access, Non-Exclusive Parking and Sewer and Utility Easement Agreement by and between Benchmark United, Inc. and Outback Steakhouse of Florida, Inc., dated Sept. 13, 1999, filed of record Sept. 15, 1999, as recorded in Deed Book 1281, page 467, aforesaid county records.

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 229 of the 16^th District of Rockdale County, Georgia, and being more particularly described as follows:

TO FIND THE TRUE POINT OF BEGINNING, commence at a concrete monument found at the intersection of the southern right of way line of Old Covington Highway (Old S.R. 12) (50 foot right of way) and the western right of way line of Old Covington Access Road; run thence South 18 degrees 23 minutes 22 seconds West for a distance of 101.18 feet to an iron pin found; thence South 44 degrees 25 minutes 23 seconds West for a distance of 81.50 feet, to a point; thence along a curve to the left having a radius of 192.00 feet for an arc length of 100.57 feet , being subtended by a chord of South 58 degrees 00 minutes 57 seconds West having a chord distance of 99.43 feet; thence along a curve to the left having a radius of 193.00 feet and an arc length of 13.36 feet, being subtended by a chord of South 46 degrees 22 minutes 32 seconds West having a chord distance of 13.35 feet to a concrete monument found and the TRUE POINT OF BEGINNING; from the true point of beginning thus established, run thence South 43 degrees 54 minutes 54 seconds West for a distance of 343.52 feet to a concrete monument found; thence South 64 degrees 07 minutes 57 seconds West for a distance of 53.00 feet to a point; thence North 11 degrees 58 minutes 22 seconds West for a distance of 309.56 feet to a point; thence North 38 degrees 11 minutes 13 seconds East for a distance of 61.40 feet to a point; thence South 89 degrees 20 minutes 21 seconds East for a distance of 231.39 feet to a point; thence South 46 degrees 05 minutes 06 seconds East for a distance of 112.22 feet to a concrete monument found and the TRUE POINT OF BEGINNING, containing 1.68 acres and shown on that certain site Exhibit for Hugh W. Cheek prepared by Patrick & Associates, Inc., dated June 19, 1995, last revised November 7, 1995.

TOGETHER WITH the rights, privileges, easements and burdens granted under that certain Easement Agreement by and among Hugh W. Cheek, The Estate of Georgie D. Cheek, and Chatto Fields, II Limited Partnership, and Cracker Barrel Old Country Store, Inc., dated November 15, 1995, filed for record November 15, 1995, recorded in Deed Book 1174, Page 108, aforesaid Records, as amended by Amended Easement Agreement by and among Chatto Fields II, Limited Partnership, Hugh W. Cheek, individually and Hugh W. Cheek, as Executor under the Last Will and Testament of Georgie E. Cheek, a/k/a Mrs. Omar R. Cheek, and Cracker Barrel, dated December 4, 1995, filed for record December 21, 1995 at 3:29 p.m., recorded in Deed Book 1187, Page 1, aforesaid records, as supplemented by Supplement to Easement Agreement by and amount Hugh W. Cheek, The Estate of Georgie D. Cheek, and Chatto Fields II Limited Partnership, a Georgia limited partnership, dated October 21, 1996, filed for records October 23, 1996 at 4:58 p.m., recorded in Deed Book 1290, Page 192, aforesaid records.

ALL THAT TRACT or parcel of land lying and being in Land Lot 152 of the 7th Land District of Gwinnett County, Georgia and being more particularly described as follows:

BEGINNING at a point formed by the intersection of the northwest 90 foot right-of-way of Old Peachtree Road and the southwest 80 foot right-of-way of Gwinco Boulevard if extended; thence in a northerly direction along the 80 foot right-of-way of Gwinco Boulevard for a distance of 1197.01 feet to a 1/2” rebar set, said point being the TRUE POINT OF BEGINNING; thence leaving said right-of-way North 40 degrees 14 minutes 20 seconds West for a distance of 240.00 feet to a 1/2” rebar set; thence North 51 degrees 26 minutes 50 seconds East for a distance of 280.00 feet to a 1/2” rebar set; thence South 40 degrees 14 minutes 20 seconds East for a distance of 240.00 feet to a 1/2” rebar set on the northwest right-of-way of Gwinco Boulevard; thence along said right-of-way South 51 degrees 26 minutes 50 seconds West for a distance of 251.25 feet to a point; thence leaving said right-of-way North 35 degrees 11 minutes 32 seconds West for a distance of 115.48 feet to a point; thence South 00 degrees 14 minutes 34 seconds for a distance of 19.69 feet to a point; thence South 51 degrees 26 minutes 50 seconds West for a distance of 17.45 feet to a point; said point being the POINT OF BEGINNING; sold property contains 1.540 acres more or less.

ALL THAT TRACT or parcel of land lying and being in Land Lot 152 of the 7th Land District of Gwinnett County, Georgia and being more particularly described as follows:

BEGINNING at a point formed by the intersection of the northwest 90 foot right-of-way of Old Peachtree Road and the southwest 80 foot right-of-way of Gwinco Boulevard if extended; thence in a northerly direction along the 80 foot right-of-way of Gwinco Boulevard for a distance of 1197.01 feet to a 1/2” rebar set; thence leaving said right-of-way North 40 degrees 14 minutes 20 seconds West for a distance of 240.00 feet to a 1/2” rebar set; thence North 51 degrees 26 minutes 50 seconds East for a distance of 53.14 feet to a 1/2” rebar set, said point being the TRUE POINT OF BEGINNING; thence North 35 degrees 00 minutes 55 seconds West for a distance of 100.60 feet to a 1/2” rebar set; thence South 54 degrees 59 minutes 05 seconds West for a distance of 50.00 feet to a 1/2” rebar set; thence North 35 degrees 00 minutes 55 seconds West for a distance of 55.09 feet to a 1/2” rebar set on the southeast right-of-way of Interstate 85; thence along said right-of-way North 45 degrees 17 minutes 55 seconds East for a distance of 215.97 feet to a 1/2” rebar set; thence leaving said right-of-way South 36 degrees 53 minutes 10 seconds East for a distance of 181.69 feet to a 1/2” rebar set; thence South 51 degrees 26 minutes 50 seconds West for a distance of 169.14 feet to a 1/2” rebar set, said point being the POINT OF BEGINNING; said property contains 0.728 acres more or less.

ALL THAT TRACT or parcel of land lying and being in Land Lot 152 of the 7th Land District, Gwinnett County, Georgia and being more particularly described as follows:

To find the point of beginning, commence at the intersection of the centerline of Old Peachtree Road and the centerline of Lawrenceville-Suwanee Road; thence leaving said point and traveling in a northwesterly direction along said centerline of Lawrenceville-Suwanee Road 775.27 feet to a point on said centerline; thence leaving said centerline and traveling South 49 degrees 24 minutes 58 seconds West for a distance of 50.40 feet to a point at the intersection of the southwesterly right-of-way of Lawrenceville-Suwanee Road (right-of-way varies) and the northwesterly right-of-way of Gwinco Boulevard (80-foot right-of-way), said point being the TRUE POINT OF BEGINNING; thence from said point as thus established, continuing along said right-of-way of Gwinco Boulevard, South 49 degrees 24 minutes 58 seconds West for a distance of 45.00 feet to a point; thence leaving said right-of-way, North 40 degrees 35 minutes 02 seconds West for a distance of 26.71 feet to a point; thence North 49 degrees 24 minutes 59 seconds East for a distance of 45.44 feet to a point on the aforesaid southwesterly right-of-way of Lawrenceville-Suwanee Road; thence continuing along said right-of-way, South 39 degrees 38 minutes 33 seconds East for a distance of 26.71 feet to a point, said point being the TRUE POINT OF BEGINNING.

Said property contains 0.028 acres, as disclosed on that ALTA/ACSM Land Title Survey for Outback Steakhouse of Florida, Inc., prepared by Precision Planning, Inc., dated December 10, 2003, bearing the stamp and seal of Lee Jay Johnson, Georgia Registered Land Surveyor No. 2845, said survey being incorporated herein by reference.

ALL THAT TRACT or parcel of land lying and being in Land Lot 171 of the 9th Land District, City of Gainesville, Hall County, Georgia said tract or parcel being more particularly described as follows:

To find the Point of Beginning commence at the intersection of the southerly right-of-way line of Georgia State Route 53 (r/w varies) and the easterly right-of-way line of relocated Green Hill Circle (r/w varies) if said right-of-way lines were extended to form an intersection instead of a miter. Thence South 48 degrees 54 minutes 00 seconds East for a distance of 23.86 feet along the extension of the right-of-way line of Georgia State Route 53 to an iron pin set at the intersection of the southerly right-of-way line of Georgia State Route 53 and the easterly right-of-way line of relocated Green Hill Circle; thence the following courses and distances along the southerly right-of-way line of Georgia State Route 53 to the Point of Beginning; thence South 48 degrees 54 minutes 00 seconds East for a distance of 223.00 feet to an iron pin set; thence South 48 degrees 54 minutes 00 seconds East for a distance of 53.22 feet to an iron pin set; thence along a curve to the left having a radius of 1513.34 feet and an arc length of 103.87 feet, being subtended by a chord of South 50 degrees 51 minutes 58 seconds East for a distance of 103.85 feet to an iron pin set, said iron pin set being the Point of Beginning; thence along a curve to the left having a radius of 1513.34 feet and an arc length of 150.48 feet, being subtended by a chord of South 55 degrees 40 minutes 52 seconds East for a distance of 150.42 feet continuing along the southerly right-of-way line of Georgia State Route53 to an iron pin set; thence South 41 degrees 06 minutes 00 seconds West for a distance of 76.02 feet leaving said southerly right-of-way line of Georgia State Route 53 to an iron pin set; thence South 48 degrees 54 minutes 00 seconds East for a distance of 37.63 feet to an iron pin set; thence South 41 degrees 06 minutes 00 seconds West for a distance of 299.78 feet to an iron pin set on the northerly right-of-way line of relocated Green Hill Circle; thence the following courses and distance along the northerly right-of-way line of relocated Green Hill Circle: North 04 degrees 18 minutes 40 seconds East for a distance of 40.42 feet to a hub and tac found; thence South 86 degrees 47 minutes 24 seconds West for a distance of 57.33 feet to a hub and tac found; thence North 48 degrees 52 minutes 22 seconds West for a distance of 121.77 feet to an iron pin set; thence North 41 degrees 06 minutes 00 seconds East for a distance of 365.66 feet leaving said northerly right-of-way line of relocated Green Hill Circle to an iron pin set on the southerly right-of-way line of Georgia State Route 53, said iron pin set being the Point of Beginning. Said tract or parcel containing 1.514 acres more or less or 65,932 square feet more or less as per plat of survey for Outback Steakhouse of Florida, Inc. and First American Title Insurance Company dated January 8, 1997, revised January 16, 1997 and January 22, 1997, by Glenn A. Valentino, Georgia Registered Land Surveyor No. 2528 of Valentino & Associates, Inc. which plat of survey is by this reference incorporated herein. Said property being 1.514 acres (65,932 square feet) more or less.

TOGETHER WITH the rights, privileges, easements and burdens contained in that certain Declaration of Restrictive Covenants and Grant of Easements by Stafford Properties, Inc., dated February 14, 1997, filed of record February 18, 1997, recorded in Deed Book 2806, Page 218, Hall County, Georgia records; as amended by that certain Amended Declaration of Restrictive Covenants and Grant of Easements by Stafford Properties, Inc., Party City of America, Inc., AEI Net Lease Income & Growth Fund XIX, Brinker Georgia, Inc., Outback Steakhouse of Florida, Inc., BV Rentals of Georgia, L.L.C., AmSouth Bank of Alabama, B&W Restaurants, LLC, Lancy W. Gotfredson, and Community Bank & Trust, dated September 4, 1997, filed of record September 5, 1997, recorded in Deed Book 2962, Page 237, aforesaid county records.

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 135 of the 7^th Land District, Fayette County, Georgia, and being more particularly describes as follows:

BEGIN at an iron pin found on the southerly right of way line of Peachtree Parkway (130 foot right of way), which point lies South 84 degrees 8 minutes 43 seconds East a distance of 315.27 feet from the intersection of said right of way line of Peachtree Parkway with the southeasterly right of way line of Georgia State Route No. 74 (right of way varies), and run thence along said right of way line of Peachtree Parkway South 84 degrees 8 minutes 43 seconds East a distance of 347.80 feet to an iron pin found; run thence South 39 degrees 8 minutes 43 seconds East a distance of 70.71 feet to an iron pin found; run thence South 5 degrees 51 minutes 17 seconds West a distance of 180 feet to an iron pin found; run thence North 84 degrees 8 minutes 43 seconds West a distance of 397.80 feet to an iron pin found; run thence North 5 degrees 51 minutes 17 seconds East a distance of 230 feet to an iron pin found at the POINT OF BEGINNING as established above; being shown and described as Outlot #4 and Outlot #5, a total of 2.072 acres, containing 90, 244 square feet, on that certain boundary and topographic survey prepared for Outback Steakhouse of Florida, Inc., and First American Title Insurance Company, by Armstrong Land Surveying, Inc., Robert T. Armstrong, Georgia Registered Land Surveyor #1901, dated October 31, 1996, last revised January 6, 1997.

TOGETHER WITH the easement rights applicable to said property and SUBJECT TO those matters contained in that certain Restriction, Operating and Easement Agreement by and between Sofran Peachtree City, L.L.C., and Peachtree City Holdings, L.L.C., dated December 1, 1995, recorded in Deed Book 1028, Page 145, Fayette County, Georgia Records; as amended by that certain First Amendment to Restriction, Operating and Easement Agreement, dated March 14, 1996, recorded in Deed Book 1052, Page 491, aforesaid records; as further amended by that certain Second Amendment to Restriction, Operating and easement Agreement, dated September 4, 1996, recorded in Deed Book 1106, Page 378, aforesaid records; as further amended by that certain Third Amendment to Restriction, Operating and Easement Agreement, dated January 22, 1997, recorded in Deed Book 1122, Page 399, aforesaid records; as further amended by that certain Fourth Amendment to Restriction, Operating and Easement Agreement, dated January 24, 1997, recorded in Deed Book 1122, Page 403, aforesaid records; as further amended by that certain Fifth Amendment to Restriction, Operating and Easement Agreement, dated December 30, 1999, and recorded December 30, 1999, at Deed Book 1461, Page 399, aforesaid records; and as further amended by Sixth Amendment to Restriction, Operating and Easement Agreement, dated January 20, 2005, and recorded January 21, 2005, in Deed Book 2693, Page 1, aforesaid records; and as further amended by Seventh Amendment to Restriction, Operating and Easement Agreement, dated March 15, 2006, and recorded March 15, 2006, in Deed Book 2974, Page 469, aforesaid records.

ALL THAT TRACT or parcel of land lying and being in Land Lots 193 and 204 of the 14th District, 2nd Section, Cherokee County, Georgia and being more particularly described as follows:

TO FIND THE POINT OF BEGINNING, commence at the intersection of Land Lots 192, 193, 204 and 205; thence travel along the land lot line common to Land Lots 193 and 204, South 01 degree 29 minutes 17 seconds West for a distance of 130.00 feet to a point, said point being the intersection of said land lot line and the westerly right-of-way of State Route 140; thence leaving said land lot line and traveling along said right-of-way along a curve to the left having a radius of 800.00 feet and an arc length of 30.94 feet, being subtended by a chord of South 34 degrees 14 minute 53 seconds East for a distance or 30.94 feet to a point, said point marked by a 1/2 inch rebar pin set, said point being the TRUE POINT OF BEGINNING. Thence along a curve to the left having a radius of 800.00 feet and an arc length of 19.30 feet, being subtended by a chord of South 36 degrees 02 minutes 50 seconds East for a distance of 19.30 feet to a 1/2 inch rebar set; thence South 36 degrees 10 minutes 36 seconds East for a distance of 197.53 feet to a 1/2 inch rebar set; thence South 17 degrees 26 minutes 20 seconds West for a distance of 47.20 feet to a 1/2 inch rebar set; thence South 36 degrees 10 minutes 35 seconds East for a distance of 29.79 feet to a 1/2 inch rebar set; thence leaving said right-of-way South 54 degrees 05 minutes 45 seconds West for a distance of 222.32 feet to a 1/2 inch rebar set; thence North 35 degrees 53 minutes 15 seconds West for a distance of 273.49 feet to a 1/2 inch rebar set; thence North 53 degrees 49 minutes 24 seconds East for a distance of 258.98 feet to a 1/2 inch rebar set; said point being the TRUE POINT OF BEGINNING. Said property contains 1.596 acres, more or less.

TOGETHER WITH the rights, privileges, easements and burdens granted under that certain Declaration of Restrictions, Covenants and Conditions and Grant of Easements by Bright-Sasser Canton, L.L.C, a Georgia limited liability company dated December 19, 1997, filed for record December 31, 1997, recorded in Deed Book 2939, Page 168, Cherokee County, Georgia records; as amended by that certain First Amendment to Declaration of Restrictions, Covenants and Grant of Easement dated July XX, 1998, filed for record August 14, 1998, recorded in Deed Book 3242, Page 255, aforesaid county records.

Parcel 1 according to the plat of subdivision for Home Depot U.S.A., Inc., being the eastern one-half of Lot 4 of the Estate of Dorothy Salfner, 6^th G.M. District, Savannah, Chatham County, Georgia, certified by William H. Saussy, Jr., GA. Reg. L.S. No 1216, dated November 23, 1993, and recorded in Subdivision Map Book 13-S, Folio 98, Chatham County, Georgia records.

TOGETHER WITH the perpetual easements granted under that certain Declaration of Joint Reciprocal Easement dated July 2, 1993 at Record Book 160-W, Folio 495, Chatham County, Georgia Records.

TOGETHER WITH the perpetual easements granted under that certain Reciprocal Easement and Operation Agreement, dated April 15, 1994 at Record Book 166-S, Folio 256, Chatham County, Georgia Records.

TOGETHER WITH and subject to (1) Easements with Covenants and Restrictions affecting Land, by and between SS Partnership and Lowe’s Home Centers, Inc., dated April 3, 1992, and recorded April 8, 1992, in Deed Book 153-P, page 448, Chatham County, Georgia Records; and (2) Declaration of Covenants, Conditions and Restrictions for Southcase Shopping Center, by SS Partnership (and affirmed by Gladys B. Boykin and Paula B. Dewitt, Trustee under the Will of Paul R. Boykin, as Lessors), dated April 3, 1992, and recorded in Deed Book 153-P, page 483, Chatham County, Georgia Records.

LESS AND EXCEPT the property conveyed to the Georgia Department of Transportation by Quit Claim Deed at Deed Book 339-B, Page 324, and by Right of Way Deed from Private Restaurants Properties, LLC to the Department of Transportation, dated March 7, 2008, and recorded March 27, 2008, in Deed Book 339-B, Page 319, aforesaid records.

All that tract or parcel of land lying and being in Land Lot 2 of the Second Land District in the City of Albany, Dougherty County, Georgia, and being Lot 4-A, Albany Square Subdivision and being a re-combination of Lot 4 and Lot 5, Albany Square Subdivision, as more fully shown on plant of survey of the property of Owen Aronov, Jake Aronov, Frank M. Johnston, Rand Warren Aronov, Jane Aronov Nafel, Freddi Lynn Aronov, and the Thelma A. Mendel Lifetime Trust, dated August 8, 1995 by Ritchey Marbury, III, Registered Land Surveyor No. 1495, and a copy of which is recorded in Plat Cabinet No. 1, Slide No. C-20, in the Office of the Clerk of the Superior Court of Dougherty County, Georgia, which plat and the recorded copy thereof is incorporated herein by reference for all purposes, and being more particularly described as follows:

COMMENCE at a point where the extension of the north right of way of Dawson Road intersects the extension of the west right of way of Westover Boulevard, which point would be the extended northwest corner of Dawson Road and Westover Boulevard; from this point run north 36 degrees 36 minutes 56 seconds east along the west right of way of Westover Boulevard for a distance of 386.54 feet to a point, continue along the west right-of-way of Westover Blvd., around a curve to the left which has an arc of 263.64 feet and a radius of 495.00 feet, the chord being north 21 degrees 21 minutes 28 seconds east for a distance of 260.54 feet to a point, thence continue along the west right of way of Westover Boulevard north 06 degrees 06 minutes 00 seconds east for a distance of 42.68 feet to a point, thence continue along the west right of way of Westover Boulevard north 52 degrees 45 minutes 00 seconds west for a distance of 8.19 feet to a point; thence continue along the west right of way of Westover Boulevard north 06 degrees 06 minutes 00 seconds east for a distance of 103.41 feet to the POINT OF BEGINNING; from the POINT OF BEGINNING run south 71 degrees 00 minutes 34 seconds west for a distance of 28.26 feet to a point; thence run north 52 degrees 45 minutes 00 seconds west for a distance of 143.33 feet to a point; thence run north 10 degrees 11 minutes 55 seconds west for a distance of 144.52 feet to a point; thence run 37 degrees 15 minutes 00 seconds east for a distance of 299.91 feet to a point; thence run south 72 degrees 05 minutes 15 seconds east for a distance of 203.39 feet to a point which is on the west right of way of Westover Boulevard; thence run along the west right of way of Westover Boulevard around a curve to the left which has an arc of 282.74 feet and a radius of 580.00 feet, the chord being south 34 degrees 47 minutes 00 seconds west for a distance of 279.95 feet to a point; thence continue along the west right of way of Westover Boulevard north 69 degrees 10 minutes 56 seconds west for a distance of 12.00 feet to a point; thence continue along the west right of way Westover Boulevard around a curve to the left which has an arc of 152.07 feet and a radius of 592.00 feet, the chord being south 13 degrees 27 minutes 32 seconds west for a distance of 151.65 feet to a point; thence continue along the west right of way of Westover Boulevard south 06 degrees 06 minutes 00 seconds west for a distance of 22.95 feet to the POINT OF BEGINNING.

SAID plat is further shown and included on a plat of the property of Albany Square Subdivision by Ritchey M. Barbury, Registered Land Surveyor No. 1495, dated December 24, 1991, and recorded in Plat Cabinet No. 1, Slide No. B-100, aforesaid records.

TOGETHER with and subject to (1) Easements with Covenants and Restrictions Affecting Land dated April 29, 1992, filed for record May 29, 1992 and recorded in Deed Book 1203, Page 161, aforesaid records, and ratified pursuant to Ratification of Easements with Covenants and Restrictions Affecting Land filed for record August 20, 1993 and recorded in Deed Book 1314, Page 308; as modified by Modification Agreement dated September 22, 1995, recorded in Deed Book 1527, Page 282, permitting Lots 4 and 5 to be replatted as one lot; aforesaid records; (2) that certain Cross-Easement Agreement among Sears, Roebuck & Company; Belk’s Department Store of Albany, Georgia; Monumental-Albany, Inc.; Aaron Aronov; Perry Mendel; Aaron Aronov, as Executor and Trustee under the Will of Herman Aronov, deceased; C. N. Spence, as Administrator of Will Annexed of Last Will and Testament of Herman Aronov, deceased, under Ancillary Probate Proceedings in Dougherty County, Georgia; John N. Beisel; Jake Aronov; and David R. Stambaugh, dated December 3, 1976, recorded in Deed Book 574, beginning at Page 8, Dougherty County Land Records, as amended by Amendment to Cross-Easement Agreement, dated April 24, 1981, recorded in Deed Book 678, beginning at Page 364, Dougherty County Land Records, as amended by Second Amendment to Cross-Easement Agreement, executed in two counterparts, dated June 1, 1987, recorded in Deed Book 885, beginning at Page 100 and ending at Page 142, Dougherty County Land Records, and as further amended by Third Amendment to Cross-Easement Agreement, dated May 9, 1988, recorded in Deed Book 922, Page 153, Dougherty County Land Records; and (3) that certain Cross-Easement Agreement for ingress and egress among Sears, Roebuck and Company; Belk’s Department Store of Albany, Georgia; The Equitable Life Assurance Society of the United States; McDonald’s Corporation; Rex Radio and Television, Inc., Aaron Aronov, Perry Mendel, Aaron Aronov as Trustee of Trust B and Trust E under Item 4 of the Last Will and Testament of Herman Aronov, deceased, John N. Beisel, Jake Aronov and David R. Stambaugh, dated April 24, 1981, recorded in Deed Book 678, beginning at Page 364, Dougherty County Land Records, as amended by Agreements amending Easements for Ingress and Egress executed in two counterparts, dated June 1, 1987, and June 21, 1987, recorded in Deed Book 885, Page 143, and Deed Book 885, Page 171, Dougherty County Land Records, and as further amended by Second Amendment to Easement for Ingress and Egress, dated May 9, 1988, recorded in Deed Book 922, Page 168, Dougherty County Land Records, from Aaron Aronov, Perry Mendel, Jake Aronov, David R. Stambaugh, Rand Warren Aronov, Jane A. Naftel, Freddi Lynn Aronov, Owen Aronov, and Teri A. Diamond, to The Equitable Life Assurance Society of the United States, Aaron Aronov, as Trustee of the trust under Item IV of the Last Will and Testament of Herman Aronov, deceased, Aaron Aronov, Perry Mendel, Jake Aronov, David R. Stambaugh, Rand Warren Aronov, Jane A. Naftel, Freddi Lynn Aronov, Owen Aronov and Teri A. Diamond, Sears, Roebuck & Co., Belk’s Department Store of Albany, Georgia, J.C. Penny Properties, Inc., and J.C. Penny Company, Inc., McDonald’s Corporation and Rex Radio and Television, Inc., dated October 31, 1989, recorded in Deed Book 1020, beginning on Page 159, aforesaid Dougherty County, Georgia, Records.

All that tract or parcel of land situate, lying and being in Land Lot 15 of the 12^th District of Lowndes County, Georgia, containing 1.710 acres, designated as Tract No. 2 on a map or play of survey prepared by Transportation Systems Design, Inc. Engineers & Surveyors, dated December 11, 1996, and being more particularly described as follows: To find the TRUE POINT OF BEGINNING, commence at the intersection of southerly right of way of Georgia Highway No. 94 (84 foot right of way) and the westerly right of way of Club House Drive (60 foot right of way), said point being a concrete monument; thence south 25 degrees 56 minutes 06 seconds west for a distance of 189.22 feet along said right of way of Club House Drive to a ¹/2 inch rebar; thence south 26 degrees 48 minutes 27 seconds west for a distance of 99.17 feet along said right of way to a ¹/2 inch rebar; thence south 25 degrees 16 minutes 24 seconds west for a distance of 140.91 feet along said right of way to a ¹/2 inch rebar; thence south 25 degrees 17 minutes 56 seconds west for a distance of 60.02 feet along said right of way to a ¹/2 inch rebar, said point being

the TRUE POINT OF BEGINNING; thence south 25 degrees 16 minutes 16 seconds west for a distance of 256.76 feet along said right of way to a ¹/2 inch rebar; thence, leaving said right of way north 64 degrees 44 minutes 04 seconds west for a distance of 259.93 feet to a ¹/2 inch rebar; thence north 87 degrees 54 minutes 48 seconds west for a distance of 197.51 feet to a concrete monument; thence north 65 degrees 06 minutes 53 seconds west for a distance of 98.87 feet to a ¹/2 inch rebar; thence north 07 degrees 20 minutes 03 seconds east for a distance of 32.57 feet to a ¹/2 inch rebar; thence north 82 degrees 39 minutes 57 seconds east for a distance of 35.30 feet to a ¹/2 inch rebar; thence south 07 degrees 20 minutes 03 seconds east for a distance of 30.00 feet to a ¹/2 inch rebar; thence south 82 degrees 39 minutes 57 seconds west for a distance of 30.00 feet to a ¹/2 inch rebar; thence 65 degrees 06 minutes 53 seconds east for a distance of 95.05 feet to a ¹/2 inch rebar; thence north 78 degrees 09 minutes 30 seconds east for a distance of 145.15 feet to a ¹/2 inch rebar; thence 56 degrees 31 minutes 16 seconds east for a distance of 88.95 feet to a ¹/2 inch rebar; thence north 55 degrees 20 minutes 53 seconds east for a distance of 79.82 feet to a ¹/2 inch rebar; thence north 25 degrees 16 minutes 16 seconds east for a distance of 96.85 feet to a ¹/2 inch rebar; thence 64 degrees 43 minutes 44 seconds east for a distance of 240.33 feet to the TRUE POINT OF BEGINNING. Said property is the same as that designated at TRACT 2 on map or play of survey entitled “Jenkins & Roberts Property Subdivision” recorded in Plat Cabinet A, Page/Folio 151, in the Lowndes County, Georgia deed records.

TOGETHER with and subject to (1) Reciprocal Easement Agreement by and between JDN Acquisitions, Inc. and James F. Roberts and R.F. Jenkins, dated July 10, 1984, recorded at Deed Book 442, page 655, Lowndes County, Georgia Records; (2) Cross Easement Agreement by and between Robert D. Jenkins and James D. Roberts and Outback Steakhouse of Florida, Inc, dated February 12, 1997, recorded at Deed Book 1385, page 314, Lowndes County, Georgia Records; and (3) Reciprocal Easement by and between Robert D. Jenkins and James D. Roberts, and Outback Steakhouse of Florida, Inc., dated February 12, 1977, recorded at Deed Book 1385, page 321, and re-recorded at Deed Book 1397, page 42, Lowndes County, Georgia Records.

ALL that tract of land situate lying and being in Land Lot 95 of the Fifth District, Houston County, Warner Robins, Georgia being more particularly described as follows:

FROM an iron pin at the corner common to the easterly right of way of Willie Lee Parkway and the northerly right of way of State Route No. 247 Connector, proceed north 75 degrees 30 minutes 20 seconds east, along the northerly right of way of State Route 247 Connector for 300.00 ft. to the point of beginning.

FROM the point of beginning, proceed north 14 degrees 29 minutes 40 seconds west for 250.00 ft. to an iron pin; thence north 75 degrees 30 minutes 20 seconds east for 340.03 ft. to an iron pin on the westerly right of way of a proposed public street having a 70 ft. right of way; thence along the westerly right of way of the proposed public street south 14 degrees 29 minutes 40 seconds east for 250.00 ft. to an iron pin on the northerly right of way of State Route 247 Connector thence south 75 degrees 30 minutes 20 seconds west, along the northerly right of way of the 247 Connector, 340.03 ft. to an iron pin at the point of beginning.

SAID property contains 1.951 acres and is more particularly described as 1.951 acres on that ALTA/ACSM Land Title Survey for First American Title Insurance Company, Outback Steakhouse of Florida, Inc., a Florida corporation and Blymen Corporation, Inc., a Delaware Corporation, dated 6-18-2001 prepared by Scarborough Land Surveys, Inc., bearing the stamp and seal of Terry M. Scarborough, Georgia Registered Land Surveyor No. 2223, said survey being incorporated herein by reference.

TOGETHER with as an appurtenance: all those real property rights which benefit the property as contained in that ingress and egress easement agreement by and between Blymen Corporation, Inc. and Outback Steakhouse of Florida, Inc., dated 6-22-2001, filed 6-27-2001 and recorded at Deed Book 1796, page 212, aforesaid records.

Parcel 1 of Certified Survey Map No. 1925, recorded on August 21, 1973 in Volume 13 of Certified Survey Maps, at Pages 191, 192 and 193, as Document No. 860635, being a part of the Southwest ¹/4 of Section 28, Township 7 North, Range 20 East, in the City of Brookfield, County of Waukesha, State of Wisconsin;

AND a parcel of land in said Southwest ¹/4, both of which are bounded and described as follows:

COMMENCING at the West 1/4 corner of said Section 28; thence South 00°34’51” East a distance of 1203.12 feet along the West line of said Section 28; thence North 83°56’ 09” East, a distance of 1147.58 feet; thence South 00° 02’ 25” East, a distance of 85.48 feet; thence North 83° 56’ 09” East, a distance of 190.07 feet along the South right-of-way line of Bluemound Road, 170 feet wide, to THE POINT OF BEGINNING of this description, said point being the Northwest corner of Parcel 1 of the aforementioned Certified Survey Map; thence North 83° 56’ 09” East, a distance of 380.23 feet along the South right-of-way line of Bluemound Road; thence South 87°49’18” East, a distance of 34.85 feet; thence South 00° 02’ 25” East, a distance of 383.47 feet; thence South 83° 56’ 09” West, a distance of 415.24 feet; thence North 00° 02’ 25” West a distance 388.49 feet to the POINT OF BEGINNING.

All that tract or parcel of land lying and being in the Houston County, Alabama, and being more particularly described as follows:

One lot or parcel of land in the City of Dothan, Houston County, Alabama as surveyed by Branton Land Surveyors as per plat dated May 2, 1997 and being more particularly described as follows: Commencing at the Southwest corner of Section 22, T3N, R26E and from said point run North 00 degrees 01 minutes East along the West line of said section a distance of 780.27 feet to the Easterly R/W of Honeysuckle Road (80’ R/W); thence run in a Northerly direction along the East R/W of said Honeysuckle Road a distance of 371.43 feet; thence North 87 degrees 56 minutes 47 seconds East a distance of 342.25 feet; thence North 01 decrees 52 minutes 35 seconds West a distance of 471.28 feet; thence North 87 degrees 50 minutes 16 seconds East a distance of 49.56 feet to a set iron pipe and the POINT OF BEGINNING; thence continue North 87 degrees 50 minutes 16 seconds East a distance of 474.44 feet to an existing nail in pavement on the West R/W of Ross Clark Traffic Circle {250’ R/W); thence South 16 degrees 38 minutes 54 seconds East along said R/W a distance of 199.18 feet to an existing iron pipe and the Northeast comer of the Big 10 Tire Store; thence South 87 degrees 53 minutes 46 seconds West along the North line of said Big 10 Tire Store a distance of 524.97 feet to an existing iron pipe and the Northwest comer thereof; thence North 01 degrees 57 minutes 01 seconds West a distance of 192.31 feet to the POINT OF BEGINNING.

Said land being located in the NW 1/4 of the SW 1/4 of the above mentioned section and containing 2.20 acres.

Being the same property conveyed to Private Restaurant Properties, LLC, a Delaware limited liability company by Quit Claim Deed from Outback Steakhouse of Florida, Inc., a Florida corporation, dated June 14, 2007, recorded July 06, 2007, in Deed Book 656, Page 171, Houston County, Alabama Records.

That part of Lot 1 in River Oaks West Unit Number 1, being a subdivision of part of the Northwest 1/4 of Section 24 and that part of Lot 1 lying north of the center of the Little Calumet River in the subdivision of the Southwest 1/4 of said Section 24, Township 36 North, Range 14, East of the Third Principal Meridian, described as follows:

BEGINNING at the intersection of the new south right-of-way line of 159th street, as dedicated by document no. 25546780, and the west line of Park Avenue, as dedicated by document no. 24296287; thence due south 205 feet along last said west line; thence due West 400 feet; thence north 11 degrees 33 minutes 37 seconds west 203.08 feet to said new south right-of-way line; thence north 87 degrees 08 minutes 15 seconds east 120.99 feet along said right-of-way line; thence continuing due east 319.82 feet along last said line to THE PLACE OF BEGINNING, all in Cook County, Illinois.

Easements for benefit of Parcel 1 pursuant to Declaration of Easements and Maintenance dated December 21, 1964 and recorded November 15, 1971 as document # 21721313.

Easements for Storm Sewer and Flood Control for the benefit of Parcel 1 pursuant to Grant of Easement recorded December 13, 1982 as document # 26437720.

Lot 1 in Buffalo Grove Business Park Unit 8, being a Subdivision in the North ¹/2 of Section 5, Township 42 North, Range 11, East of the Third Principal Meridian, In Cook County, Illinois.

Easement for the Benefit of Parcel 1 for Ingress, Egress and Driveway Purposes through Lot 2 in Buffalo Grove Business Park Unit 9 as created by Second Amendment to Buffalo Grove Business Park Declaration of Road Easement dated January 27, 1994 and recorded February 2, 1994 as Document 94110519 by and among The Riggs National Bank of Washington D.C.; Freedom I Limited Partnership, an Illinois Limited Partnership; Freedom Two Limited Partnership, an Illinois Limited Partnership; and American National Bank and Trust Company of

Chicago, as Trustee under Trust Agreement dated February 15, 1992 and known as Trust No. 115180-08 and State Street Bank And Trust Company, a Massachusetts Banking Corporation, as Trustee under that certain Pooling And Servicing Agreement dated as Of December 1, 1993 for CBA Mortgage Pass-Through Certificate Series 1993-C1 as Assignee of CBA Conduit, Inc., a Delaware Corporation (such Document amending the Buffalo Grove Business Park Declaration of Road Easement, dated August 8, 1989 and recorded December 4, 1989 as Document 89576281 as amended by Amendment to Buffalo Grove Business Park Declaration of Road Easement, dated November 12, 1992 and recorded as Document 93797080).

Exclusive Easement (subject only to equal rights of usage for Grantor) for the benefit of Parcel 1 for the sole purpose of constructing and maintaining 30 parking spaces for restaurant patrons of Grantee’s successor to park their automobiles and a Non-Exclusive Easement for the sole purpose of permitting restaurant patrons to park their automobiles in not more than 11 parking spaces as created by Easement Agreement dated January 27, 1994 and recorded February 2, 1994 as Document 94110518 by and between Riggs National Bank of Washington D.C. and Freedom I Limited Partnership, an Illinois Limited Partnership.

Non-Exclusive Easement for the benefit of Parcel 1 to use 9 parking spaces as created by Easement Agreement made by and between Freedom Two Limited Partnership, an Illinois Limited Partnership, and Outback Steakhouse of Florida, Inc. a Florida Corporation dated January 27, 1994 and Recorded February 2, 1994 as Document 94110521, over Lot 1 in Buffalo Grove Business Park Unit 10, being a Subdivision in The North ¹/2 of Section 5, Township 42 North, Range 11, East of the Third Principal Meridian, in Cook County, Illinois.

Non-Exclusive Easement for the benefit of Parcel 1 as created by Declaration of Easements, Covenants and Restrictions for the Buffalo Grove Business Park, as Amended by First Amendment to Declaration of Easements, Covenants and Restrictions for the Buffalo Grove Business Park, Second Amendment to Declaration of Easements, Covenants and Restrictions for the Buffalo Grove Business Park and Third Amendment to Declaration of Easements, Covenants and Restrictions for the Buffalo Grove Business Park, which Declaration and Amendments were recorded in Cook County, Illinois as Document Number 89576281, and in Lake County, Illinois as Document Numbers 2251413, 2268766, 2286521 and 2856803, for ingress, egress and driveway purposes, over the following described Land:

That portion of Lot 2 in Buffalo Grove Business Park Unit 9 recorded as Document Number 88504177 described in said Third Amendment to Declaration as Easement Premises “A.”

That portion of Lot 1 in Buffalo Grove Business Park Unit 10 recorded as Document Number 88504178 described in said Third Amendment to Declaration as Easement Premises “B.”

Lot 11 in Golf-Roselle Development Unit 4, being a Subdivision of Lot 1 in Golf-Roselle Development Unit 1, being A resubdivision of Lots 11 and 12 in Golf-Roselle Development in the Southeast ¹/4 of Section 10, Township 41 North, Range 10, East of the Third Principal Meridian, in Cook County, Illinois.

Non-Exclusive, Perpetual Easement for Pedestrian and Vehicular Traffic for the benefit of Parcel 1, as created in the Reciprocal Easement Agreement made March 15, 1994 by and between Chicago Title and Trust Company as Trustee under Trust Agreement dated February 21, 1989 and known as Trust Number 1092773 and Outback Steakhouse of Florida, Inc., recorded March 16, 1994 as Document 94236803.

Non-Exclusive Easement to share driveway access to Golf Road as created in that Agreement for Reciprocal Easement of Ingress and Egress dated November 22, 1988 and recorded March 22, 1989 as Document 89125394 made by and between Berkshire Life Insurance Company, LaSalle National Bank, as trustee under Trust Agreement dated May 13, 1987 and known as Trust Number 112307 and Chicago Title and Trust Company, as Trustee under Trust Agreement dated June 19, 1968 and known as Trust Number 52271.

That portion of Lot 1 in Fox River Commons, being a subdivision of those parts of Sections 22 and 27, Township 38 North, Range 9, East of the Third Principal Meridian, recorded January 29, 1990 as Document R90-012324, In DuPage County, Illinois, described as follows:

COMMENCING at the Southernmost Corner of said Lot 1; thence North 67 Degrees, 07Minutes, 55 Seconds East along the Southeasterly Line of said Lot 1, a distance of 441.70 Feet; thence North 69 Degrees, 28 Minutes, 36 Seconds East along said Southeasterly Line of Lot 1, a distance of 49.82 Feet; thence North 20 Degrees, 31 Minutes, 24 Seconds West, perpendicular to said Southeasterly Line of said Lot 1, a distance of 74.10 Feet to THE POINT OF BEGINNING;

Thence North 22 Degrees, 52 Minutes, 05 Seconds West, a distance of 111.50 Feet; thence North 67 Degrees, 07 Minutes, 55 Seconds East, a distance of 64.00 Feet; thence North 22 Degrees, 52 Minutes, 05 Seconds West, a distance of 11.50 Feet; thence North 67 Degrees 07 Minutes, 55 Seconds East, a distance of 19.00 Feet; thence South 22 Degrees, 52 Minutes, 05 Seconds East, a distance of 11.50 Feet; thence North 67 Degrees, 07 Minutes 55 Seconds East, a distance of 12.00 Feet; thence South 22 Degrees, 52 Minutes, 05 Seconds East, a distance of 111.50 Feet; thence South 67 Degrees, 07 Minutes, 55 Seconds West, a distance of 95.00 Feet to THE POINT OF BEGINNING;

Lot 2 in Fox River Commons Assessment Plat No. 2, being a subdivision of those parts of Sections 22 and 27, Township 38 North, Range 9, East of the Third Principal Meridian, according to the Plat thereof recorded December 11, 1996 as Document R96-198444, all In Dupage County, Illinois.

Non-Exclusive Easement rights for the benefit of Parcel 1 as created by Easements with Covenants and Restriction Affecting Land (“ECR”) recorded May 16, 1989 as Document R89-057392; First Amendment recorded September 22, 1994 as Document R94-192656; Second Amendment recorded May 30, 2002 as Document R2002-142271.

Non-Exclusive Easement rights for the benefit of Parcel 1 as created by Access and Parking Easement Agreement dated September 8, 1994 and recorded September 22, 1994 as Document R94-192657, made by and between American National Bank and Trust Company of Chicago, as trustee under Trust Agreement dated May 10, 1988 and known as Trust Number 10093 and Outback Steakhouse of Florida, Inc.

The East 370.66 Feet of Lot 2 in Metidiero’s Subdivision of Lot 1 in Clearview Gardens, a subdivision of part of the Northeast ¹/4 of the Southeast ¹/4 of Section 13, Township 36 North, Range 12, East of the Third Principal Meridian, in Cook County, Illinois.

The West 35 Feet and the South 20 Feet of Lot 1 in Silver Lake Gardens Unit 9 of part of the North ¹/2 of the Northeast ¹/4 of the Southeast ¹/4 of Section 13, Township 36 North, Range 12 East of the Third Principal Meridian in Cook County, Illinois.

Easement for Ingress, Egress, Parking, Construction and Maintenance created in the Declaration recorded October 10, 1995 as Document 95687034 made by and between Outback Steakhouse of Florida, Inc., a Florida Corporation and Gordon Food Service, Inc., a Michigan Corporation over, upon, and across the land described in Exhibits B-1 and B-2 attached thereto.

Non-Exclusive Easement for Ingress and Egress created in the Declaration of Easements, Covenants and Restrictions recorded October 14, 1988 as Document 88473551 and Certificate of Correction recorded February 21, 1989 as Document 89077237 made by South Holland Trust and Savings Bank as Trustee under Trust Agreement dated September 1, 1987 known As Trust Number 8704.

Lot One (1) as designated upon Plat No. 4 of Forest Plaza, being a Re-subdivision of Lot One (1) of Plat No. 1 of Forest Plaza, part of Section 27, Township 44 North, Range 2 East of the Third Principal Meridian, the Plat of which first named Subdivision is recorded in Book 40 of Plats on Page 199B in the Recorder’s Office of Winnebago County, Illinois; situated in the County of Winnebago and State of Illinois.

Easements created in that Declaration of Easement recorded November 24, 1987 on Microfilm No. 8741-1335 as Document No. 1776878

Easements created in Section 4(b) and (c) in that certain Covenants, Conditions and Restrictions Agreement dated October 9, 1996 by and between Simon Property Group (Illinois), L.P., an Illinois limited partnership and Outback Steakhouse of Florida, Inc., a Florida Corporation recorded October 17, 1996 as Document No. 9652496

Lot 5 in Northridge Plaza, being a subdivision of part of Sections 15 and 16, both in Township 45 North, Range 11, East of the Third Principal Meridian, according to the plat thereof recorded September 9, 1992 as Document No. 3209739, In Lake County, Illinois.

Non-Exclusive Easements created by that certain Declaration of Covenants, Easements and Restrictions for Northridge Plaza dated September 4, 1992 and recorded September 9, 1992 as Document 3209740, and the Addendum thereto recorded as Document 3209741 and amended by Instrument recorded as Document 3352623 and Addendum recorded June 22, 1993 as Document 3352624, by MidTown Bank And Trust Company of Chicago, as Trustee Under Trust Agreement dated July 10, 1989 and known as Trust Number 1719.

Lot 5 and the Southwesterly 54.00 Feet of Lot 8 running parallel with and measured perpendicular to the Southerly Line of said Lot 8 in ChicagoLand Center, being a subdivision of part of the East half of the Southeast Quarter of Section 23, Township 36 North, Range 9 East of the Third Principal Meridian, according to the Plat thereof recorded March 25, 2003 as Document No. R2003068026, in Will County, Illinois.

Non-Exclusive Drainage easement created by Paragraph 4(b) of that certain Declaration of Covenants, Restrictions and Easements for Chicagoland Center Association dated March 12, 2004 and recorded March 22, 2004 as Document No. R2004-047069; First Amendment dated April 21, 2005 and recorded April 26, 2005 as Document Number R-2005-068371.

Lot No. 4 of “1st Addition to 159 Commerce Center, being a part of Lot 4 of U.S. Survey 368; also part of Lots 1 and 2 of Garden Forest; also Part Of Lot 6 in the Northwest Quarter of Section 3, T. 1 N. R. 8 W. of 3rd P.M.; Also part of the Northeast Quarter Section 3, T. 1 N. R. 8 W. of 3rd P.M., all situated in St. Clair County, Illinois”; reference being had to the Plat thereof recorded in the Recorder’s Office of St. Clair County, Illinois, in Book of Plats “92” On Page 97.

Except the Coal, Oil, Gas and Other Minerals underlying the surface of said Land and all rights and easements in favor of the Estate of said Coal, Oil, Gas and Other Minerals.

Easement for the benefit of Parcel 1 as contained in Detention Easement and Maintenance Agreement made by and between Daniel A. Grimmig, As Trustee of the Daniel A. Grimmig Revocable trust dated February 22, 2001 and Outback Steakhouse of Florida, Inc., recorded September 26, 2005 as Document No. A01936334 in book 4240 on page 913.

Lot 408 in Champaign Town Center Fourth Subdivision, as per plat recorded July 16, 1997 as Document Number 97R 16313, in Champaign County, Illinois.

A non-exclusive easement for the benefit of Tract 1 as created by the Easement Agreement dated July 15, 1997 and recorded July 17, 1997 as Document Number 97R 16545 from Champaign-Prospect Limited Partnership, an Illinois limited partnership, and Outback Steakhouse of Florida, Inc., a Florida corporation, (as amended by instrument recorded October 8, 1999 as Document NO. 99R 30073) for the purpose of parking of automobiles over the following described land:

Lot 407 of Champaign Town Center Fourth Subdivision as per plat recorded July 16, 1997 as Document Number 97R 16313, in Champaign County, Illinois.

A non-exclusive easement for the benefit of Tract 1 as created by Covenants, Conditions, Restrictions, Easements and Reciprocal Rights Agreement dated August 15, 1996 and recorded August 15, 1996 as Document Number 96R 20422, as modified by an Amendment recorded July 16, 1997 as Document Number 97R 16316, and further modified by an Amendment recorded November 21, 2003 as Document Number 2003R 51895.

Lot 2 and Lot 3 of BI-PETRO OFFICE PARK SUBDIVISION, PLAT 2, to the City of Springfield, Illinois, recorded July 24, 1998 as Document Number 98-38113 in the Office of the Recorder of Sangamon County, Illinois.

Except all coal, minerals and mining rights heretofore conveyed or reserved of record.

A part of the Northeast quarter of Section 1, Township 8 North, Range 2 West, Monroe County, Indiana, being more particularly described as follows:

Commencing at the Northeast corner of said Northeast quarter; thence North 89 degrees 27 minutes 38 seconds West on and along the North line of said Section 366.36 feet; thence leaving said Section line South 00 degrees 23 minutes 08 seconds East 100.00 feet to the Point of Beginning; thence continuing South 00 degrees 23 minutes 08 seconds East along the West line of a tract of land owned by Whitehall Associates 205.15 feet; thence North 89 degrees 27

minutes 38 seconds West along the North line of Whitehall Associates 136.37 feet; thence North 00 degrees 23 minutes 08 seconds West along the East line of Bob Evans Farms, Inc., 217.37 feet to a point on the South right of way of State Road 48; thence South 79 degrees 44 minutes 19 seconds East, along the South right of way line of State Road 48, 72.35 feet; thence South 89 degrees 27 minutes 38 seconds East, along the South right of way line of State Road 48, 65.25 feet and to the Point of Beginning.

Easement rights limited to utilities as set forth in Roadway and Utility Easement dated May 22, 1979 and recorded August 21, 1979 in Deed Record 270, pages 89-92, in the Office of the Recorder of Monroe County, Indiana.

Easement rights and privileges as set forth in Covenants For Operation, Maintenance and Reciprocal Easements dated May 27, 1980 and recorded September 11, 1980 in Miscellaneous Record 117, pages 439-463, and Modification of Covenants For Operation, Maintenance and Reciprocal Easements recorded June 19, 1990 in Miscellaneous Record 200, pages 350-361, in the Office of the Recorder of Monroe County, Indiana.

Easement rights and privileges as set forth in Easement Agreement dated August 23, 1979 and recorded August 28, 1979 in Deed Record 270, pages 245-248, in the Office of the Recorder of Monroe County, Indiana.

Lot 1 in Commerce Place Subdivision, Phase 1, an Addition in Fairfield Township, Tippecanoe County, Indiana, the plat of which was recorded February 6, 1995 as Instrument No. 9501895 in Plat Cabinet E, Slide E-44, in the Office of the Recorder of Tippecanoe County, Indiana.

Lot A2 and the adjoining West 38.28 feet of Lot A4 in Cross Pointe, Section 1, Subdivision of part of the Southwest quarter of Fractional Section 19, Township 6 South, Range 9 West in Vanderburgh County, Indiana, as per plat thereof as recorded in Plat Book O, Page 17, in the Office of the Recorder of Vanderburgh County, Indiana, and being more particularly described as follows:

Beginning at the Southwest corner of Lot A2; thence along the West line thereof North 00 degrees 32 minutes 33 seconds East 258.89 feet to the Northwest corner; thence along the North line of said Lot A2 and Lot A4, North 89 degrees 27 minutes 55 seconds East 228.28 feet; thence South 00 degrees 32 minutes 33 seconds West, parallel with the West line of said Lot A2, 258.86 feet to a point on the South line of Lot A4; thence along the South line of said Lot A4 and A2, South 89 degrees 27 minutes 24 seconds West 228.28 feet to the POINT OF BEGINNING.

An easement for parking and other rights over the following described real estate located in Vanderburgh County, Indiana, and pursuant to Access and Parking Easement Agreement dated July 7, 1995 and recorded July 13, 1995 in Deed Drawer 9, Card 5652, in the Office of the Recorder of Vanderburgh County, Indiana:

Part of the Southwest quarter of Section 19, Township 6 South, Range 9 West, in Vanderburgh County, Indiana, more particularly described as follows:

Commencing at the Southwest corner of said quarter section; thence along the South line of said quarter section, North 89 degrees 26 minutes 35 seconds East 2154.38 feet to the extended West line of Cross Pointe Section 1, as recorded in Plat Book O, page 17, in the Office of the Recorder of Vanderburgh County, Indiana; thence along said extended West line, North 00 degrees 32 minutes 33 seconds East, 110.48 feet to the Southwest corner of said Cross Pointe Section 1 and also the North right of way line of SR 66 (Lloyd Expressway), said point being the POINT OF BEGINNING;

thence along said North right of way line, South 89 degrees 27 minutes 24 seconds West, 73.00 feet; thence North 00 degrees 32 minutes 31 seconds West, 258.86 feet to the extended South right of way line of Indiana Street as platted in said Cross Pointe Section 1; thence along said extended South right of way line, North 89 degrees 27 minutes 55 seconds East, 77.90 feet to the West line of said Cross Pointe, Section 1; thence along said West line, South 00 degrees 32 minutes 33 seconds West, 258.89 feet to the POINT OF BEGINNING.

Part of the East Half of the Southeast Quarter of Section 30, Township 16 North, Range 5 East of the Second Principal Meridian in Marion County, Indiana described as follows:

COMMENCING at the Northeast corner of said Half-Quarter Section; thence on an assumed bearing of South 89 degrees 52 minutes 44 seconds West along the North line of said Half-Quarter Section a distance of 1336.21 feet to the Northwest corner of said Half-Quarter Section; thence South 00 degrees 09 minutes 54 seconds East along the West line of said Half-Quarter Section a distance of 846.93 feet to the Point of Beginning; thence North 89 degrees 52 minutes 44 seconds East a distance of 189.47 feet; thence South 00 degrees 07 minutes 16 seconds East a distance of 19.01 feet; thence South 25 degrees 43 minutes 37 seconds East a distance of 296.71 feet to the North limited access right of way line of Interstate 70 per Indiana State Highway plans for Project #I-70-3(47)86, 1964 (sheet 34 of 218); thence South 69 degrees 31 minutes 59 seconds West along said North limited access right of way line a distance of 141.49 feet; thence South 85 degrees 45 minutes 29 seconds West along said North limited access right of way line a distance of 185.25 feet to the West line of said Half-Quarter Section; thence North 00 degrees 09 minutes 54 seconds West along said West line a distance of 349.08 feet to the POINT OF BEGINNING.

All rights and non-exclusive easements for ingress, egress, utilities and access granted in that certain Declaration of Covenants and Restrictions for Post 70 Commerce Park recorded August 28, 1992 as Instrument No. 92-113250. Amended by First Addendum to Declaration of Covenants and Restrictions for Post 70 Commerce Park recorded August 28, 1992 as Instrument No. 92-113251. Further amended by Second Addendum to Declaration of Covenants and Restrictions for Post 70 Commerce Park recorded August 28, 1992 as Instrument No. 92-993256, further amended by Third Addendum to Declaration of Covenants and Restrictions for Post 70 Commerce Park recorded October 8, 1992 as Instrument No. 92-134042 and lastly amended by Fourth Addendum to Declaration of Covenants and Restrictions for Post 70 Commerce Park recorded February 13, 1995 as Instrument No. 95-16369.

Part of Lot number 3, Section 1 in Terrace Meadows Subdivision, City of Kokomo, Center Township, Howard County, Indiana, and part of vacated Garden Place, West of and adjacent to said Lot 3 as recorded in Recorder’s Plat Book 5, page 207, being part of the Northwest quarter of Section 18, Township 23 North, Range 4 East, Center Township, Howard County, Indiana, described as follows, to-wit:

COMMENCING at the Southwest corner of said quarter; thence North 89 degrees 49 minutes 00 seconds East (assumed bearing) 414.12 feet; thence North 18 degrees 24 minutes 00 seconds East 37.92 feet; thence North 51 degrees 33 minutes 00 seconds West 64.00 feet to a concrete right of way marker (found 0.55’ South 0.30’ East); thence Northeast 606.81 feet along the East right of way of US 31 and a 6052.83 foot radius curve to the right, the radius point of which bears South 70 degrees 39 minutes 02 seconds East 6052.83 feet through a clockwise central angle of 5 degrees 44 minutes 38 seconds; thence South 64 degrees 30 minutes 43 seconds East 28.48 feet to the Point of Beginning marked by a railroad spike; thence Northeast 46.94 feet along a non tangent 135.00 foot radius curve to the right, the radius point of which bears South 84 degrees 26 minutes 02 seconds East 135.00 feet, through a clockwise central angle of 19 degrees 55 minutes 13 seconds; thence North 25 degrees 29 minutes 17 seconds East 47.00 feet; thence South 64 degrees 30 minutes 43 seconds East 136.00 feet; thence South 25 degrees 29 minutes 17 seconds West 93.00 feet; thence North 64 degrees 30 minutes 43 seconds West 127.92 feet to the POINT OF BEGINNING.

A non-exclusive easement described in Grant of Easement Agreement dated August 13, 1987, recorded August 18, 1987 in Deed Record 251, Page 2517.

A part of the Southeast Quarter of Section 34, Township 21 North, Range 10 East, more particularly described as follows, to-wit:

Commencing at the Southwest corner of the Southeast Quarter of Section 34, Township 21 North, Range 10 East; thence North 00 degrees 00 minutes 21 seconds West and on the West line of the said Southeast Quarter 50.0 feet to the North right-of-way line of McGalliard Road; thence North 89 degrees 50 minutes 51 seconds East and on said North right-of-way line 805.48 feet to its intersection with the Westerly right-of-way line of Granville Avenue; thence North 33 degrees 17 minutes 11 seconds East and on said Westerly right-of-way line 508.86 feet; thence continuing North 20 degrees 40 minutes 15 seconds East and on said right-of-way line 65.99 feet; thence North 69 degrees 19 minutes 45 seconds West 42.94 feet to a point, which point, is the point of beginning for the land herein described; thence continuing North 69 degrees 19 minutes 45 seconds West 23.48 feet; thence South 20 degrees 40 minutes 18 seconds West 22.15 feet; thence North 69 degrees 22 minutes 37 seconds West 20.06 feet; thence North 20 degrees 47 minutes 35 seconds East 18.62 feet; thence North 69 degrees 19 minutes 35 seconds West 59.46 feet; thence North 20 degrees 32 minutes 59 seconds East 93.76 feet; thence South 69 degrees 23 minutes 30 seconds East 104.96 feet; thence South 20 degrees 30 minutes 27 seconds West 29.85 feet; thence North 69 degrees 29 minutes 33 seconds West 1.89 feet; thence South 20 degrees 40 minutes 15 seconds West 60.48 feet to the point of beginning.

Non-exclusive Easement rights for parking and ingress and egress for the benefit of TRACT I as set forth in that certain Covenants, Conditions and Restrictions Agreement by and between Simon Property Group, L.P. and Outback Steakhouse of Florida, Inc., dated April 29, 1997 and recorded May 7, 1997 in Miscellaneous Record 1997, pages 1717-1740.

Part of parcel described to Whiteco Industries, Inc., in a Trustee’s Deed recorded on January 14, 1991 as Document No. 91002056, said part described as follows: Part of Block “D”, Lincoln Square, Merrillville, Indiana, as shown in Plat Book 43 Page 137 in Lake County, Indiana, more particularly described as follows:

COMMENCING at a point on the Southwesterly line of said Block “D” and 386.09 feet Southeasterly from the Northwest corner thereof; thence South 30 degrees 48 minutes 05 seconds East 233.70 feet; thence North 59 degrees 11 minutes 55 seconds West 364.00 feet, more or less, to the Northeasterly line of said Block “D”; thence Northwesterly along a curve to the left with a radius of 666.2 feet for a distance of 253.00 feet; thence South 59 degrees 11 minutes 55 seconds West 271.15 feet to the POINT OF BEGINNING, in Lake County, Indiana.

A Non-Exclusive Easement for the construction, operation and maintenance of a goal-post type Pylon Sign, created in Sign Easement Agreement dated July 19, 2002 and recorded October 7, 2002 as Document No. 2002-090345, made by and between Whiteco Industries, Inc. and Outback Steakhouse of Florida, Inc., a Florida corporation, described as follows:

A parcel of land being a part of the land described to Whiteco Industries, Inc., in a Trustee’s Deed recorded on January 14, 1991 as Document No. 91002056, in the Office of the Recorder of Lake County, Indiana, said parcel also being part of Lot 1, Resubdivision of Part of Block “D”, Lincoln Square, as shown in Plat Book 65 Page 8, in said Recorder’s Office, said parcel also being Part of Lot 1, Final Plat C. S. Subdivision, as shown in Plat Book 93 Page 86, in said Recorder’s Office, said parcel being more particularly described as follows:

COMMENCING at a point on the Southwesterly line of Block “D” (as shown in Plat Book 43 Page 137 in said Recorder’s Office) and 386.09 feet Southeasterly from the Northwest corner thereof; thence South 30 degrees 48 minutes 05 seconds East, 233.70 feet along the Westerly line of said Block “D”; thence North 59 degrees 11 minutes 55 seconds East 313.03 feet to a point that is 50.00 feet by radial measurement from the Northeasterly line of said Block “D” and being the point of beginning; thence continuing North 59 degrees 11 minutes 55 seconds East 35.00 feet; thence South 30 degrees 48 minutes 05 seconds East, 35 feet; thence South 59 degrees 11 minutes 55 seconds West, 70 feet; thence North 30 degrees 48 minutes 05 seconds West, 35.00 feet; thence North 59 degrees 11 minutes 55 seconds East, 35.00 feet to the POINT OF BEGINNING, all in Lake County, Indiana.

All that part of Lot Sixteen (16), Irregular Survey of the Northeast Quarter (NE 1/4) of the Northwest Quarter (NW 1/4) of Section Eleven (11), lying Southeasterly of the Southeasterly line of First Avenue, Kenwood Road, now known as First Avenue East in the City of Cedar Rapids, Iowa, said line being parallel with and Sixty (60) feet Southeasterly from the center line of said First Avenue East, as now used and monumented, and Northeasterly of the following described line: Beginning at a point on the Southeasterly line of said First Avenue East, and Seven Hundred Thirty-five and Three Tenths (735.3) feet Southwesterly from the intersection of the North line of the Northeast Quarter (NE 1/4) of the Northwest Quarter (NW 1/4) of said Section Eleven (11) with the Southeasterly line of said First Avenue East and measured along the Southeasterly line of said First Avenue East; thence Southeasterly Three Hundred Seventy-four and Seven Tenths (374.7) feet along a line drawn at right angles to the Southeasterly line of said First Avenue East to its intersection with the Northwesterly line of the right-of-way of the Chicago, Milwaukee, St. Paul and Pacific Railroad Company, excepting therefrom the premises described in Warranty Deed recorded in Volume 890 at Page 244 of the Records of the County Recorder, Linn County, Iowa, and also excepting therefrom the premises described in Quit Claim Deed recorded in Volume 1143 at Page 141 of the Records of the County Recorder of Linn County, Iowa, all in Township Eighty-three (83) North, Range Seven (7) West of the 5th P.M., Linn County, Iowa.

Part of Lot 16, Irregular Survey in the Northeast Quarter of the Northwest Quarter of Section II, Township 83 North, Range 7 West of the 5th Princiapl Meridian, City of Cedar Rapids, Linn County, Iowa, as recorded in Irregular Plat Book Volume 3 at Page 90, more particularly described as follows:

Commencing at the intersection of the southeasterly right of way line of First Avenue East and the north line of said Northeast Quarter of the Northwest Quarter; thence South 32 degrees 00 minutes 00 seconds West along said southeasterly right of way line, a distance of 735.30 feet to the POINT OF BEGINNING as marked by a found “PK” nail; thence South 58 degrees 00 minutes 000 seconds East, a distance of 374.68 feet to a found #5 rebar on the northwesterly right of way line of a former railroad; thence North 41 degrees 47 minutes 58 seconds East along said northwesterly line, a distance of 177.67 feet to a set #4 rebar at the most southerly corner of the property formerly owned by the Iowa Electric Light and Power Company; thence North 48 degrees 12 minutes 02 seconds West, a distance of 50 feet to a set #4 rebar; thence North 41 degrees 47 minutes 58 seconds East, a distance of 42.34 feet to a sawed “X’ on a concrete sidewalk at the intersection with the southwesterly right of way line of 40th Street Drive SE; thence North 67 degrees 40 minutes 00 seconds West along said southwesterly right of way line, a distance of 368.08 feet to a sawed “X” on a concrete sidewalk at the intersection with said southeasterly right of way line of First Avenue East; thence South 32 degrees 00 minutes 00 seconds West, a distance of 163. 50 feet to the POINT OF BEGINNING; said described tract containing 75, 254 square feet (1.73 acres), more or less.

A parcel of land described as Lot Two (2) and the Northwesterly Thirty-seven and Eighty Hundredths feet (37.80’) of Lot Three (3) along with the Westerly portion of the Northerly 20 feet of Lot 1, lying immediately adjacent to and South of Lot 2 and the Northwesterly 37.80 feet of said Lot 3 of Lakeport Park 1st Filing, Replat 1, being a replat of Lot One (1) and Lot Two (2), Lakeport Park 1st Filing, a subdivision located in the Northwest Quarter (NW 1/4) Northwest Quarter (NW 1/4) and the Southwest Quarter (SW 1/4) Northwest Quarter (NW 1/4) of Section Seventeen (17), Township Eighty-eight (88) North, Range Forty-seven (47) West of the Fifth Principal Meridian, City of Sioux City, Woodbury County, Iowa.

Commencing at the Southwest corner of the Northwest Quarter (NW 1/4 ) Northwest Quarter (NW 1/4): thence Northerly along the West line of said Quarter-Quarter (1/4 1/4) on an assumed bearing of North one degree fifty-three minutes twelve seconds (N 01 53 12) East (with all subsequent bearings referenced therefrom) for a distance of Two Hundred and Ninety-two Hundredths feet (200.92’) to a point on the Southerly right-of-way of Southern Hills Drive;

thence Easterly along said right-of-way line and along a cure concave Northeasterly, with a radius of One Thousand Eighty-one and Thirty Hundredths feet (1081.30’) and a central angle of ten degrees thirty-two minutes nine seconds (10 32 09) for a distance along said curve of One Hundred Ninety-eight and Eighty-two hundredths feet (198.82’) to the Northwest corner of said Lot Two (2) and the POINT OF BEGINNING; thence continuing Easterly along said street right-of-way and along said curve, having a radius of One Thousand Eighty-one and Thirty Hundredths feet (1081.30’) and a central angle of ten degrees twenty minutes thirty-four seconds (10 20 34) for a distance along the curve of One Hundred Ninety-five and Nineteen Hundredths feet (195.19’) to the Northeast corner of the Northwesterly Thirty-seven and Eighty Hundredths feet (37.80’) of Lot three (3); thence South Sixteen degrees six minutes eight seconds (S 16 06 08) West along a line parallel with and Thirty-seven and Eighty Hundredths feet (37.80’) equal distance to the Southeasterly line of Lot Two (2) for a distance of 316.23 feet to a point on the South line of the Northerly 20 feet of said Lot 1; thence North seventy-five degrees forty-two minutes thirty-seven seconds (N75 42 37) West along a line parallel with and 20 feet equal-distance to the Northerly line of Lot 1 for a distance of Two Hundred Twenty-nine and Twenty-seven Hundredths feet (229.27’) to a point on the East right-of-way line of South Lancelot Lane; thence North one degree fifty-one minutes thirty seconds (01 51 30) East along said right-a -way for a distance of 61.30 feet; thence continuing Northerly along said right-of-way line and along a curve, concave Easterly with a radius of 150.00 feet and a central angle of forty degrees 42 minutes 25 seconds (40 42 25) for a distance along said curve of 106.57 feet; thence North forty-two degrees 33 minutes 55 seconds (42 33 55) East along said right-of-way line for a distance of 26.83 feet; thence continuing Northerly along said right-or-way line and along a curve, concave Northwesterly, having a radius of 261.55 feel and a central angle of twenty-eight degrees 20 minutes 00 seconds (28 20 00) for a distance along said curve of 129.34 feet; thence North fourteen degrees 13 minutes 55 seconds (N 14 13 55) East along said right-of way line for a distance of 21.99 feet to the Northwest corner of said Lot 2 and the POINT OF BEGINNING. Woodbury County. Iowa.

EXCEPT that part described as BEGINNING at the Southwest corner of said Lot 1; thence North 00° East along the West line of said Lot 1 a distance of 188 feet; thence N 89°19’30” East, parallel with the West 62 feet of the South line of said Lot 1, 137 feet; thence North 00° East, 22 feet; thence North 89°19’30” East 49 feet; thence South 00° West 10 feet to a point on the North line of Lot 2 in said Addition; thence South 89°19’30” West along the North line of said Lot 2, 24 feet to the Northwest corner of said Lot 2; thence South 00° West 175 feet to the Southerly most corner common to said Lots 1 and 2; thence South 75°19’45” West along the Southerly line of said Lot 1 103.36 feet to the point of intersection in the South line of said Lot 1; thence South 89°19’30” West along the South line of said Lot 1, 62 feet to the PLACE OF BEGINNING.

Lot 7, Southgate Retail Center, a subdivision in the City of Olathe, Johnson County, Kansas, as recorded in Plat Book 125, Page 28, except that part of said Lot 7 replated as part of Lot 6, Southgate Retail Center, Second Plat, as recorded in Plat Book 200605, Page 001353, a subdivision in the City Of Olathe, Johnson County, Kansas.

Non-Exclusive Appurtenant Easements for Access, Utilities, Storm Drainage and Detention as established by the Reciprocal Easement and Operating Agreement recorded in Book 7882, Page 54 (Supplemental Agreement filed in Book 200607, Page 009204).

Non-Exclusive Appurtenant Easement for Signage, as established by Signage Easement Agreement recorded in Book 200607, Page 009204.

BEING Lot 3, as shown on plat of Signature Inn. of record in Plat and Subdivision Book 36, Page 18, in the Office of the Clerk of Jefferson County, Kentucky.

BEING the same property conveyed to Insured by Quit Claim Deed from Outback Steakhouse of Florida, Inc., dated June 14, 2007, recorded June 28, 2007, in Deed Book 9061, Page 401, Jefferson County, Kentucky, Records.

Lot No. 2-1 of the Amendment No. 1 of the Major Subdivision- Drury Inn Subdivision as shown on a plat as said Amendment No. 1 of said subdivision of record in Plat Book 29, Page 78, in the Warren County Court of Clerk’s Office.

Being the same property conveyed to Private Restaurant Properties, LLC, a Delaware limited liability company by Quit Claim Deed from Outback Steakhouse of Florida, Inc., a Florida corporation, dated June 14, 2007, recorded July 19, 2007, in Book 954, Page 241, Warren County, Kentucky Records.

Together with the non-exclusive access rights, and subject to the terms, conditions and provisions and limitations of the following:

Easement and Restriction Agreement by and between Outback Steakhouse of Florida, Inc., a Florida corporation, and Druco, Inc., a Missouri corporation, dated September 4, 1997, and recorded in Deed Book 749, Page 741, aforesaid records. Statement of Binding Elements, dated August 3, 1995, and recorded September 21, 1995, in Book 713, Page 264, aforesaid records.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE PARISH OF EAST BATON ROUGE, STATE OF LOUISIANA, AND IS DESCRIBED AS FOLLOWS:

A CERTAIN TRACT OR PARCEL OF GROUND, situated in the Parish of East Baton Rouge, State of Louisiana, in Section 94, Township 7 South, Range 1 East, and being designated as TRACT A-1 on a survey by Ferris & Associates Engineering, Inc., entitled “Map Showing Subdivision of Tract A of a Portion of Lot 38, Richland Plantation, Located in Section 94, T7S, R1E, Greensburg Land District, East Baton Rouge Parish, Louisiana, into Tract A-1 and A-2, . . .”, a copy of which is on file and of record in Original 927, Bundle 10224 of the official records of this Parish and State, said tract having such size, shape and dimensions and being subject to such servitudes as are shown on said map.

THAT CERTAIN SERVITUDE created in Agreement by The City of Baton Rouge, The Parish of East Baton Rouge and Acadian Place, Ltd., dated June 7, 1978, recorded as Original 242, Bundle 9265, COB 2656, folio 410 on June 9, 1978; as amended by Agreement by The City of Baton Rouge, The Parish of East Baton Rouge and Joseph T. Spinosa, Jr. dated April 26, 1979, recorded as Original 189, Bundle 9318, COB 2720, folio 876, MOB 3061, folio 352 on May 3, 1979; as supplemented by Supplemental Agreement by The City of Baton Rouge, The Parish of East Baton Rouge and Joseph T. Spinosa, Jr., dated June 1, 1983, recorded as Original 269, Bundle 9577, on June 2, 1983 of the conveyance records; as further supplemented and amended by Servitude Agreement by Joseph T. Spinosa, Jr., Chanda Jan Covington Spinosa, The City of Baton Rouge, The Parish of East Baton Rouge, and Acadian Centre Partnership in Commendam, dated June 16, 1986, recorded as Original 961, Bundle 9852, on July 29, 1986 of the conveyance records; and as corrected by Notarial Act of Correction dated August 5, 1986, recorded as Original 29, Bundle 9855, on August 6, 1986 of the conveyance records; which servitude area is more fully described as follows:

A CERTAIN PARCEL OF LAND containing .0708 acres (3,083 square feet) being a portion of property located in Section 94, Township 7 South, Range 1 East, Greensburg Land District, Baton Rouge, Louisiana, formerly being a portion of Lot 36 of the Richland Plantation:

Commencing at a point being the intersection of the Eastern right of way line of Acadian Thruway and the Northern right of way line of the Kansas City Southern Railroad Right of way; thence proceed along the Eastern right of way of Acadian Thruway North 28 degrees, 06 minutes, 38 seconds East along a line a distance of 100.37 feet to the point of beginning. Thence proceed North 28 degrees, 06 minutes, 38 seconds East a distance of 56.91 feet to a point; thence proceed South 44 degrees, 02 minutes, 35 seconds East a distance of 88.13 feet to a point; thence

proceed South 28 degrees 37 minutes, 44 seconds West a distance of 31.43 feet to a point; thence proceed North 44 degrees, 02 minutes, 35 seconds West a distance of 31.92 feet to a point; thence proceed along the arc of a curve to the left having a radius of 60.00 feet a distance of 55.85 feet to the point of beginning.

THAT CERTAIN SERVITUDE created in Servitude Agreement by Joseph T. Spinosa, Jr., Chanda Jan Covington Spinosa and Acadian Centre Partnership in Commendam, dated August 6, 1986, recorded as Original 30, Bundle 9855, on August 6, 1986 of the conveyance records, which servitude area is more fully described as follows:

A CERTAIN PARCEL OF LAND containing .0978 acres (4,258 square feet) being a portion of Tract B located in Section 94, Township 7 South, Range 1 East, Greensburg Land District, Baton Rouge, Louisiana, formerly being a portion of Lot 38 of the Richland Plantation:

Commencing at a point being the intersection of the Eastern right of way line of Acadian Thruway and the Northern right of way line of the Kansas City Southern Railroad right of way; thence proceed along the Northerly right of way line of Kansas City Southern Railroad South 56 degrees, 29 minutes, 22 seconds East a distance of 83.01 feet to a point; thence proceed along a line North 28 degrees, 37 minutes, 44 seconds East a distance of 106.66 feet to the point of beginning. Thence proceed North 28 degrees, 37 minutes, 44 seconds East a distance of 31.43 feet to a point; thence proceed South 44 degrees, 02 minutes, 35 seconds East a distance of 13.57 feet to a point; thence proceed North 82 degrees, 17 minutes, 35 seconds East a distance of 11.85 feet to a point; thence proceed North 28 degrees, 37 minutes 44 seconds East a distance of 62.28 feet to a point; thence proceed South 34 degrees, 00 minutes, 00 seconds East a distance of 39.41 feet to a point; thence proceed South 28 degrees, 37 minutes, 44 seconds West a distance of 96.50 feet to a point; thence proceed North 44 degrees, 02 minutes 35 seconds West a distance of 60.23 feet to the point of beginning.

THE LAND REFERRED TO HEREINBELOWIS SITUATED IN THE PARISH OF ST. TAMMANY, STATE OF LOUISIANA, AND IS DESCRIBED AS FOLLOWS:

A certain tract or parcel of land containing 1.99 acres located in Section 1, T-9-S, R-14-E, Greensburg Land District, St. Tammany Parish, Louisiana, and being more particularly described as follows:

Commence at the southeast corner of the southeast quarter of the southwest quarter of Section 1, T-9-S, R-14-E, thence proceed N 01°08’00” W, a distance of 96.15 feet to a point and corner; thence S 89°05’56” W, a distance of 333.46 feet to a point and a corner; thence proceed S 87°37’52” W, a distance of 90.42 feet to a point and a corner; thence proceed N 22°22’18” W, a distance of 99.83 feet to the POINT OF BEGINNING;

THENCE from the POINT OF BEGINNING PROCEED S 85°43’06’ W, a distance of 141.78 feet to a point and a corner; THENCE PROCEED N 01°08’00” W, a distance of 305.34 feet to a point and a corner; THENCE PROCEED N 88°52’00” E, a distance of 396.70 feet to a point and a corner; THENCE PROCEED S 01°08’00” E, a distance of 173.17 feet to a point and a corner; THENCE PROCEED S 89°05’56” W, a distance of 252.65 feet to a point and a corner; THENCE PROCEED S 00°00’00” W, a distance of 125.43 feet to the POINT OF BEGINNING.

Said tract of land contains 86,878.68 square feet and is designated as “Parcel 2” on the “Map showing Subdivision of the Racetrac Petroleum, Inc. Property” by Ferris Engineering & Surveying, Inc., dated September 7, 1993, approved by the Slidell Planning Commission on October 18, 1993, recorded as Map File No. 1170 in the records of St. Tammany Parish, and according to a plat of survey by Ronald K. Ferris, Land Surveyor, dated October 28, 1993, recorded as Map File No. E1571, said parcel has the same dimensions and measurements.

A certain tract or parcel of land containing 0.53 acres located in Section 1, T-9-S, R-14-E, Greensburg Land District, St. Tammany Parish, Louisiana, and being more particularly described as follows:

Commence at the southeast corner of the southeast quarter of the southwest quarter of Section 1, T-9-S,R-14-E, then proceed N 01°08’00” W, a distance of 96.15 feet to a point and corner, thence S 89°05’58” W, a distance of 204.89 feet to a point and corner, thence N 01°08’00” W, a distance of 216.00 feet to the POINT OF BEGINNING. THENCE, from the POINT OF BEGINNING, PROCEED S 89°05’56” W, a distance of 132.50 feet to a point and a corner; THENCE PROCEED N 01°06’00” W, a distance of 172.63 feet to a point and a corner; THENCE PROCEED N 88°52’00” E, a distance of 132.50 feet to a point and a corner; THENCE PROCEED S 01°06’00” E, a distance of 173.17 feet to the POINT OF BEGINNING.

A non-exclusive perpetual servitude of ingress and egress over and across a portion of property which is more particularly described as the “Access Road” in Act Establishing Servitudes, recorded November 28, 1990, under Instrument No. 767690, COB 1443, folio 838, MOB 1407, folio 80.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE PARISH OF ST. TAMMANY, STATE OF LOUISIANA, AND IS DESCRIBED AS FOLLOWS:

ALL THAT CERTAIN PIECE OR PORTION OF GROUND, together with all buildings and improvements thereon, situated in Section 15, Township 7 South, Range 11 East, ST. TAMMANY Parish, Louisiana, being LOT 3, ST. TAMMANY OAKS SUBDIVISION, St. Tammany Parish, Louisiana which lot is created by the official subdivision plat of Dufrene Surveying & Engineering, Inc., Tildon J. Dufrene, Jr. Professional Land Surveyor dated November 16, 1994 revised on various dates through March 21, 1995, approved by the necessary parish authorities and recorded with the Clerk of Court, St. Tammany Parish as Map File No. 1313.

Non-exclusive servitude created pursuant to that certain Declaration of Restrictive Use by St. Tammany Oaks, L.L.C. and BVI St. Tammany Oaks, L.L.C., dated March 19, 1997, recorded under Instrument No. 1045645 on May 8, 1997 in the conveyance records.

Non-exclusive servitude created pursuant to that certain Agreement for Water and Service by and between St. Tammany Oaks, L.L.C. and Utilities Inc. of Louisiana, dated March 30, 1995, recorded under Instrument No. 944791 on April 7, 1995 in the conveyance records.

THAT CERTAIN TRACT OR PARCEL OF GROUND containing approximately 72,650 square feet and designated as “Lot 1” on the Plat of Survey dated February 19, 1993, prepared by Domingue, Szabo & Associates, Inc., located in Section 46, Township 10 South, Range 4 East, City of Lafayette, Louisiana, more particularly described as follows:

Commencing at an “x” in concrete, being the northeast corner of Lot 1—Building “A,” 1602 West Pinhook Road, shown as Point “H” on plat prepared by Roland W. Laurent titled “A Map of Survey Showing Property and Improvements of Building Site ‘A’ and Building Site ‘B’ Number of Lots ‘2’ belonging to PNB Securities Corp” dated May 21, 1992, which Map of Survey is recorded as part of File No. 9241346 of the records of the Clerk of Court for Lafayette Parish, Louisiana, said point being the Point of Beginning; thence South 75 degrees 59 minutes 50 seconds West a distance of 185.54 feet to a nail in asphalt; thence South 75 degrees 59 minutes 50 seconds West a distance of 30.80 feet to an iron rod; thence North 14 degrees 19 minutes 21 seconds West a distance of 314.35 feet to the approximate Mean Low Water Line of the Vermilion River; thence along the Mean Low Water Line of the Vermilion River approximated by the following courses:

North 56 degrees 52 minutes 06 seconds East a distance of 54.43 feet; thence North 76 degrees 49 minutes 04 seconds East a distance of 63.14 feet; thence North 57 degrees 39 minutes 45 seconds East a distance of 43.71 feet; thence North 68 degrees 00 minutes 50 seconds East a distance of 56.41 feet thence North 69 degrees 17 minutes 13 seconds East a distance of 4.24 feet; thence South 14 degrees 19 minutes 22 seconds East along the westerly right-of-way of La.

Highway 182 (Pinhook Road) a distance of 66.35 feet to an iron rod; thence South 14 degrees 19 minutes 22 seconds East along the westerly right-of-way of La. Highway 182 (Pinhook Road) a distance of 287.01 feet to an “x” in concrete, the Point of Beginning; said property containing approximately 1.668 acres.

Said property is bounded to the North by the Vermillion River, to the South by property owned, now or formerly, by William Mills, et ux, to the East by the right of way Pinhook Road, and to the West by property owned now or formerly by The Becnel Company, et al.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE PARISH OF CALCASIEU, STATE OF LOUISIANA, AND IS DESCRIBED AS FOLLOWS:

A CERTAIN TRACT OF LAND containing 1.306 acres, located in the Northwest Quarter of Section 15, Township 10 South, Range 8 West, City of Lake Charles, Calcasieu Parish, Louisiana, being more fully described as follows:

Commencing at the Southwest corner of the Northwest Quarter of Section 15, Township 10 South, Range 8 East, proceed along the southern line of said Northwest Quarter a bearing of South 89° 20’ 36” East a distance of 55.00 feet to a point on the easterly right of way of Louisiana Highway No. 14, said right of way established for State Project No. 193-06-15; thence proceed along said right of way of Louisiana Highway No. 14 a bearing of North 00° 14’ 31” East a distance of 350.00 feet to a point; thence continue along said right of way of Louisiana Highway No. 14 a bearing of South 89° 20’ 36” East a distance of 10.00 feet to a point; thence continue along said right of way of Louisiana Highway No. 14 a bearing of North 00° 14’ 31” East a distance of 596.80 feet to a point; thence continue along said right of way of Louisiana Highway No. 14 a bearing of North 89° 12’ 33” West a distance of 10.00 feet to a point; thence continue along said right of way of Louisiana Highway No. 14 a bearing of North 00° 14’ 31” East a distance of 393.50 feet to a point; thence continue along said right of way of Louisiana Highway No. 14 a bearing of South 89° 12’ 33” East a distance of 15.00 feet to a point; thence continue along said right of way of Louisiana Highway No. 14 a bearing of North 00° 14’ 31” East a distance of 50.00 feet to a point; thence proceed along a bearing of South 89° 12’ 33” East a distance of 185.00 feet to a point; said point hereinafter to be known as the Point of Beginning; thence proceed along a bearing of South 89° 12’ 33” East a distance of 210.00 feet to a point; thence proceed along a bearing of South 00° 14’ 31” West a distance of 257.80 feet to a point on the northerly right of way of the proposed Derek Drive; thence proceed along said right of way of the proposed Derek Drive along a curve to the left having a radius of 460.81 feet, an arc length of 20.66 feet, a delta angle of 03° 48’ 46”, a chord bearing of South 85° 01’ 57” West and a chord distance of 30.66 feet to a point; thence continue along said right of way of the proposed Derek Drive a bearing of South 83° 07’ 34” West a distance of 150.00 feet to a point; thence continue along said right of way of the proposed Derek Drive along a curve to the right having a radius of 496.36 feet, an arc length of 30.76 feet, a delta angle of 03° 33’ 05”, a chord bearing of South 84° 54’ 07” West and a chord distance of 30.76 feet to a point; thence proceed along a bearing of North 00° 14’ 31” East a distance of 284.04 feet to the Point of Beginning.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE PARISH OF OUACHITA, STATE OF LOUISIANA, AND IS DESCRIBED AS FOLLOWS:

A certain tract or parcel of land situated in Lot 2, Unit No. 1, Constitution Centre, SE ¹/4 of the NE ¹/4 of Section 33, T18N, R3E, District North of the Red River, Ouachita Parish, Louisiana, being more particularly described as follows:

Commence at the intersection of the Southerly right-of-way Line of Interstate 20 Highway with the West line of the NE ¹/4 of the NE ¹/4 of Section 33, TI8N, R3E, and run South 00°18’29.7” East along the West line of the NE ¹/4 of the NE ¹/4 of Section 33, TI8N, R3E, for a distance of 72.96 feet to the Southerly right-of-way line of the service road known as Constitution Drive; thence continue South 00°18’29.7” East along said West line for a distance of 597.85 feet to the NW corner of the SE ¹/4 of NE ¹/4 of Section 33; thence run South 00°18’29.7” East along the West line of the SE ¹/4 of the NE ¹/4 of Section 33, TI8N, R3E, for a distance of 62.02 feet; thence run South 89°50’39.6” East for a distance of 188.22 feet to the POINT OF BEGINNING; thence run North 00°18’29.7” West for a distance of 255.37 feet; thence run North 36°30’21.0” East for a distance of 224.88 feet to the Southerly right-of-way line of the service road known as Constitution Drive; thence run South 53°29’39.0” East along said right-of-way line for a distance of 190.00 feet; thence run South 36°30’21.0” West for a distance of 324.21 feet; thence run South 00°00’31.6” West for a distance of 62.74 feet; thence run North 89°50’39.6” West for a distance of 92.24 feet to the POINT OF BEGINNING containing 66,878.91 square feet or 1.535 acres.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE PARISH OF BOSSIER, STATE OF LOUISIANA, AND IS DESCRIBED AS FOLLOWS:

A tract located in the Northwest Quarter (NW/4) of Section 27, Township 18 North, Range 13 West, Bossier City, Bossier Parish, Louisiana, being more particularly described as follows:

From the Southwest corner of the Northwest Quarter (NW/4) of said Section 27, run North 0°08’ East along the West line thereof, a distance of 477.10 feet, thence South 83°41’ East, a distance of 543.73 feet, thence South 83°17’ East, a distance of 299.20 feet, to a point on the West right-of-way line of Village Lane; thence run North 0°11’ East along said right-of-way line a distance of 272.70 feet; thence run North 85°34’ East, with the North right-of-way line of Village Lane, a distance of 462.01 feet, to the point of beginning of the tract herein described; thence run North 4°26’ West a distance of 360.46 feet to a point on the South right-of-way line of the Illinois Central Railroad; thence run North 85°05’40” East along said right-of-way line a distance of 361.05 feet; thence run South 4°26’ East a distance of 363.44 feet to a point on the North right-of-way line of Village Lane; thence run South 85°34’ West along said right-of-way line, a distance of 361.04 feet, to the point of beginning.

A TRACT OF LAND in the NW/4 of said Section 27, Township 18 North, Range 13 West, Bossier Parish, Louisiana. Said tract more fully described as follows:

From the Southwest corner of the NW/4 of said Section 27, Run North 0 degrees 8’ East along the West line thereof, a distance of 477.10 feet, thence run South 83 degrees 41’ East, a distance of 543.73 feet, thence run South 83 degrees 17’ East a distance of 299.20 feet to a point on the West right-of-way line of Village Lane. Thence run North 0 degrees 11’ East along said right-of-way line a distance of 272.70 feet. Thence run North 85 degrees 34’ East with the North right-of-way line of Village Lane a distance of 462.01 feet to the point of beginning. From the point of beginning, run North 4 degrees 26’ West a distance of 360.70 feet to a found iron pipe, thence run North 85 degrees 5’45” East a distance of 173.32 feet to a found iron pipe. Thence run South 4 degrees 23’22” East a distance of 362.12 feet to a found iron pipe. Thence run South 85 degrees 33’55” West a distance of 173.04 feet to the point of beginning.

A CERTAIN PARCEL OF GROUND known as the Easterly 144.61 feet of Lot 4 and all of Lot 5, formerly being a portion of Lot 2 of eight subdivision; and also, formerly being a portion of Lots 13 & 14 of Evergreen Plantation. Located in the City of Alexandria, Rapides Parish, Louisiana, Section 47, Township 3 North, Range 1 West, being more particularly described as follows:

Commencing at the intersection of the westerly right-of-way line of Sterkx Road and the northerly right-of-way line of MacArthur Drive; thence, along the northerly right-of-way of MacArthur Drive; N51°41’00” W—159.15 feet to a point, said point being the Point-of-Beginning.

Thence, along the Northerly right-of-way of MacArthur Drive, N51°41’00” W—144.61 feet to a point; thence, departing said right-of-way, N38°19’12” E—329.45 feet to a point; thence S60°49’00”E—262.38 feet to a point and corner, said point being on the Westerly right-of-way of Sterkx Road; thence, along the Westerly right-of-way of Sterkx Road, S16°55’00” W—92.35 feet to a point and corner; thence, S36°04’00”W—52.92 feet to a point and corner; thence, departing said right-of-way, N51°41’00” W—151.38 feet to a point and corner; thence S38°02’00” W—232.24 feet to the Point-of-Beginning. Being more particularly described as Lot 4-A and Lot 5 of a plat of survey by David L. Patterson, Registered Land Surveyor, dated June 6, 1997, a copy of which is recorded in conveyance Book 1508, Page 632.

Lot 2 of CORNERSTONE PLAZA, according to the map or plat thereof as recorded in Plat Book 88, Page 22 of the Public Records of Hillsborough County, Florida.

TOGETHER WITH those certain easements as set forth in Declaration of Covenants, Restrictions and Easements recorded in Official Records Book 10225, Page 596, of the Public Records of Hillsborough County, Florida.

Lot 1, TOWNSGATE WEST, according to map or plat thereof recorded in Plat Book 73, page 44, of the public records of Hillsborough County, Florida; LESS that portion as taken by the State of Florida Department of Transportation in Stipulated Final Judgment in Official Records Book 8159, page 512.

TOGETHER WITH those certain non-exclusive easements for drainage and retention areas for the benefit of the above described parcel as created by and set forth in Exhibit D of that certain Easement Agreement executed by and between Whitestone Plant City Partners, a Florida general partnership, Inland Southern Development Corporation, a Florida corporation, and Inland Townsgate Limited Partnership, a Florida limited partnership recorded in Official Records Book 5295, page 1857, of the public records of Hillsborough County, Florida, LESS AND EXCEPT that part described in Order of Taking recorded in Official Records Book 7936, page 234, public records of Hillsborough County, Florida; ALSO LESS AND EXCEPT that part described in Stipulated Order of Taking recorded in Official Records Book 7917, page 491, public records of Hillsborough County, Florida, ALSO LESS AND EXCEPT that part described in Final Judgment recorded in Official Records Book 8159, page 512, public records of Hillsborough County, Florida.

TOGETHER with those certain non-exclusive easements for drainage, ingress/egress and utilities for the benefit of Parcel 1 above as created by and set forth in that certain Declaration of Easements and Maintenance Agreement executed by and between Northlake Development, Inc., a Florida corporation and Northlake Drainage Association, Inc., a Florida not-for-profit corporation recorded in Official Records Book 7371, page 670, public records of Hillsborough County, Florida; LESS AND EXCEPT that part described in Stipulated Order of Taking recorded in Official Records Book 7917, page 491, public records of Hillsborough County, Florida and Stipulated Final Judgment recorded in Official Records Book 8159, page 512, public records of Hillsborough County, Florida.

All that part of Lot 39 lying East of the Seaboard Airline Railroad right-of-way of FLETCHER HEIGHTS, according to the plat thereof, as recorded in Plat Book 1, Page 41, of the Public Records of Citrus County, Florida.

LESS and EXCEPT right-of-way for State Road Number 44, as described in Deed Book 96, Page 326, and Order of Taking recorded in Official Records Book 1028, Page 1388, of the Public Records of Citrus County, Florida.

LESS Limric Unit of OS Inverness Land Condominium, recorded August 16, 2006, in Official Records Book 2039, Page 2443, of the Public Records of Citrus County, Florida, as amended and/or supplemented from time to time, being more particularly described as follows:

A parcel of land lying in and being a part of Section 13, Township 19 South, Range 19 East, Citrus County, Florida being further described as follows:

Begin at the Southeast corner of Lot 39 of FLETCHER HEIGHTS SUBDIVISION as recorded in Plat Book 1, Page 41 of the Public Records of Citrus County, Florida; thence North 87°28’43” West, a distance of 213.00 feet; thence North 01°47’52” East, a distance of 233.81 feet; thence South 83°07’02” East, a distance of 159.33 feet; thence South 87°28’43” East, a distance of 68.50 feet; thence South 01°47’52” West, a distance of 168.00 feet to the POINT OF BEGINNING.

OS Unit of the OS Inverness Land Condominium, recorded August 16, 2006, in Official Records Book 2039, Page 2443, of the Public Records of Citrus County, Florida, as amended and/or supplemented from time to time, being more particularly described as follows:

A parcel of land lying in and being a part of Section 13, Township 19 South, Range 19 South, Citrus County, Florida being further described as follows:

Commence at the Southeast corner of Lot 39 of FLETCHER HEIGHTS SUBDIVISION as recorded in Plat Book 1, Page 41 of the Public Records of Citrus County, Florida; thence North 87°28’43” West, a distance of 213.00 feet to the POINT OF BEGINNING; thence North 87°28’43” West, a distance of 281.15 feet; thence North 34°13’49” East, a distance of 760.07 feet to a point on the Southwesterly right-of-way line of S.R. 44; thence South 54°58’00” East, a distance of 103.40 feet; thence South 01°47’52” West, a distance of 423.09 feet; thence North 87°28’43” West, a distance of 68.50 feet; thence North 63°07’02” West, a distance of 159.53 feet; thence South 01°47’52” West, a distance of 233.81 feet to the POINT OF BEGINNING.

TOGETHER with the non-exclusive easements set forth in that certain Declaration of Land Condominium of OS Inverness Land Condominium, recorded in Official Records Book 2039, Page 2443, of the Public Records of Citrus County, Florida.

A portion of the Southeast 1/4 of Section 10, Township 28 South, Range 17 East, including a portion of Tract F shown on the Condominium Plat of SHELDON WEST, a condominium filed in Condominium Plat Book 2, Page 25, Public Records of Hillsborough County, Florida, and all of said land being more particularly described as follows:

From the Southeast corner of Section 10, Township 28 South, Range 17 East, Hillsborough County, Florida; run thence North 00°21’33” East, 535.61 feet along the East boundary of said Section 10; thence North 89°40’49” West, 88.00 feet to the West right-of-way line of Sheldon Road for a POINT OF BEGINNING; thence North 89°40’49” West, 2.00 feet to the Northeast corner of Lot 1, of SHELDON WEST, a condominium filed in Condominium Plat Book 2, Page 25, Public Records of Hillsborough County, Florida; thence North 89°40’49” West, 274.96 feet along the North boundary of Lots 1 through 6 inclusive of said SHELDON WEST; thence South 84°52’59” West, 155.06 feet along the North boundary of Lots 6, 7 and 8 of SHELDON WEST; thence North 89°54’05” West, 110.68 feet along the North boundary of Lots 8, 9 and 10 of said SHELDON WEST; thence North 00°21’33” East, 506.79 feet along the West boundary of the East 630.00 feet of the Southeast 1/4 of said Section 10, (also being along the East boundary of CYPRESS PARK GARDEN HOMES, a Condominium filed in Condominium Plat Book 5, Page 33, Public Records of Hillsborough County, Florida) to the South boundary of an access easement as recorded in Official Records Book 9135, Page 931, Public Records of Hillsborough County, Florida; thence South 89°10’19” East, 542.01 feet along the South boundary of said easement to the West right-of-way line of Sheldon Road; thence South 00°21’33” West, 486.87 feet along said West right-of-way line to the Point of Beginning;

LESS AND EXCEPT the following parcel described as a portion of the Southeast 1/4 of Section 10, Township 28 South, Range 17 East, including a portion of Tract F shown on the Condominium Plat of SHELDON WEST, a condominium filed in Condominium Plat Book 2, Page 25, Public Records of Hillsborough County, Florida, and all of said land being more particularly described as follows:

From the Southeast corner of Section 10, Township 28 South, Range 17 East, Hillsborough County, Florida; run thence North 00°21’33” East, 535.61 feet along the East boundary of said Section 10; thence North 89°40’49” West, 88.00 feet to the West right-of-way line of Sheldon Road for a POINT OF BEGINNING; thence North 89°40’49” West, 2.00 feet to the Northeast corner of Lot 1, of SHELDON WEST, a condominium filed in Condominium Plat Book 2, Page 25, Public Records of Hillsborough County, Florida; thence North 89°40’49” West, 219.00 feet along the North boundary of Lots 1 through 5 inclusive of said SHELDON WEST for a POINT OF BEGINNING; thence continue North 89°40’49” West, 55.96 feet along the North boundary of Lot 5 of said SHELDON WEST; thence South 84°52’59” West, 155.06 feet along the North boundary of Lots 6, 7 and 8 of SHELDON WEST; thence North 89°54’05” West, 110.68 feet along the North boundary of Lots 8, 9 and 10 of said SHELDON WEST; thence North 00°21’33” East, 506.79 feet along the West boundary of the East 630.00 feet of the Southeast 1/4 of said Section 10, (in part along the East boundary of CYPRESS PARK GARDEN HOMES, a Condominium filed in Condominium Plat Book 5, Page 33, Public Records of Hillsborough County, Florida) to the South boundary of an access easement as recorded in Official Records Book 9135, Page 931, Public Records of Hillsborough County, Florida; thence South 89°10’19” East, 294.00 feet along the South boundary of said easement; thence South 00°21’33” West, 42.54 feet to a point of curvature; thence Southerly 52.56 feet along the arc of a curve to the left having a radius of 100.00 feet, a central angle of 30°07’02” and a chord bearing and distance of

South 14°41’58” East, 51.96 feet to a point of reverse curvature; thence Southerly 52.56 feet along the arc of a curve to the right having a radius of 100.00 feet, a central angle of 30°07’02” and a chord bearing and distance of South 14°41’58” East, 51.96 feet to a point of tangency; thence South 00°21’33” West, 346.15 feet to the Point of Beginning;

Non-exclusive easement for access contained in the Access Easement Agreement recorded in Official Records Book 9135, Page 931, as amended by the Amendment thereto recorded in Official Records Book 10548, Page 1946, re-recorded in Official Records Book 10594, Page 1849, Public Records of Hillsborough County, Florida.

Non-exclusive easement for drainage contained in Drainage Easement recorded in Official Records Book 3898, Page 559; as assigned to Outback Steakhouse of Florida, Inc., a Florida corporation, by Assignment of Drainage Easement recorded in Official Records Book 11130, Page 612, Public Records of Hillsborough County, Florida.

Non-exclusive easement for drainage contained in the Drainage Easement recorded in Official Records Book 11130, Page 615, Public Records of Hillsborough County, Florida.

Non-exclusive easement for drainage contained in the following instruments: (i) Parcel 6 Drainage Easement recorded in Official Records Book 9489, Page 1554; (ii) the Amendment thereto recorded in Official Records Book 9696, Page 1946; and (iii) the Second Amendment thereto recorded in Official Records Book 10995, Page 263, all in the Public Records of Hillsborough County, Florida.

Non-exclusive easement for drainage contained in the Drainage Easement recorded in Official Records Book 11130, Page 623, Public Records of Hillsborough County, Florida.

Easements which benefit the insured property as created by and set forth in Declaration of Covenants, Restrictions and Easements for “Outback Plaza at Citrus Park” recorded in Official Records Book 13513, Page 1374, Public Records of Hillsborough County, Florida.

BEING KNOWN AND DESIGNATED as Lots Numbered Thirty (30) and Thirty-One (31) in the Tidewater Subdivision situate at or near the Village of Waldorf in the Sixth Election District of Charles County, Maryland.

TOGETHER WITH rights of ingress and egress on the adjoining streets and alleys including Waldorf Avenue, Naylor Avenue and a 15 foot alley which lie adjacent to said Lots 30 and 31.

BEGINNING FOR THE SAME at a point on the southern right of way line of Maryland Route 103, where it intersects the western right of way line of Long Gate Parkway, thence running with the said western right of way line the following five courses and distances, viz:

4) 50.70 feet along the arc of a curve to the right, which curve is subtended by a chord bearing South 39 degrees 01 minutes 13 seconds West 50.70 feet, the curve being of radius 1940.00 feet, and

5) South 39 degrees 46 minute 08 seconds West 67.73 feet to the point, thence departing the said western right of way line and running with the line of division between Parcel K and Parcel J as shown on the Plat entitled “Long Gate Center, Parcels I, J & K” and recorded among the Land Records of Howard County, Maryland as Plat No. 12357, the following course and distances, viz:

6) North 50 degrees 13 minutes 52 seconds West 300.00 feet to a point, thence leaving said line and running for the following two courses and distances, viz:

8) North 38 degrees 16 minutes 17 seconds East 187.53 feet to a point in the southern right of way line of the said Route 103, thence with the right of way line the following two courses and distances, viz:

9) 59.19 feet along the arc of a curve to the right, which curve is subtended by a chord bearing South 56 degrees 23 minutes 05 seconds East 59.19 feet, the curve being a radius of 2,435.00 feet and

10) South 55 degrees 41 minutes 19 seconds East 213.78 feet to the point of beginning encompassing 86,364 square feet or 1.983 acres of land, more or less.

BEING all that parcel known as Parcel K on a Plat entitled “Long Gate Center, Parcels I, J & K” and recorded among the Land Records of Howard County, Maryland as Plat No. 12357.

TOGETHER WITH EASEMENTS APPURTENANT to the above described property as defined in Article VI, Shopping Center Easements” in that certain Declaration of Covenants recorded among the Land Records of Howard County, Maryland in Liber 3645, folio 105, as amended by First Amendment to Declaration of Covenants, Conditions and Restrictions and Grant of Easement recorded among the aforesaid Land Records in Liber 3645, folio 176.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF KENTWOOD, KENT COUNTY, STATE OF MICHIGAN, AND IS DESCRIBED AS FOLLOWS:

Part of the Northeast 1/4 of Section 14, Town 6 North, Range 11 West, City of Kentwood, Kent County, Michigan, described as:

Beginning at a point on the North line of said Section 14 a distance of 165.00 feet South 87°04’10” East of the North 1/4 corner of said Section 14; thence continuing South 87°04’10” East on said North Section line 165.00 feet; thence South 00°17’50” West parallel with the North—South 1/4 line of said Section 14 a distance of 660.00 feet; thence North 87°04’10” West parallel with the North line of said Section 14 a distance of 165.00 feet; thence North 00°17’50” East parallel with said 1/4 line 660.00 feet to the point of beginning.

Part of the Northeast 1/4 of Section 14, Town 6 North, Range 11 West, City of Kentwood, Kent County,

Michigan, described as: Commencing at the North 1/4 corner of said Section 14; thence South 87°04’10” East on the North line of said Section 14 a distance of 330.00 feet; thence South 00°17’50” West parallel with the North-South 1/4 line of said Section 14 a distance of 392.97 feet to the point of beginning of the land herein described; thence continuing South 00°17’50” West parallel with said 1/4 line 267.03 feet to a point that is 660.00 feet South 00°17’50” West of the North line of said Section 14; thence North 87°04’10” West parallel with said North Section line 165.00 feet to a point that is 165.00 feet South 87°04’10” East of the North-South 1/4 line of said Section 14; thence North 00°17’50” East parallel with said 1/4 line 266.73 feet to a point that is 393.27 feet South 00°17’50” West of said North Section line; thence South 87°10’10” East (Deeded South 87°10’25” East) 164.98 feet to the point of beginning.

TOGETHER WITH the non-exclusive rights, and subject to the terms, conditions and limitations contained in the Reciprocal Parking Easement Agreement dated September 9, 1994 recorded in Liber 3451, page 26.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE TOWNSHIP OF KOCHVILLE, SAGINAW COUNTY, STATE OF MICHIGAN, AND IS DESCRIBED AS FOLLOWS:

A parcel of land in the Southeast ¹/4 of Section 35, Township 13 North, Range 4 East, Kochville Township, Saginaw County, Michigan, described as follows:

Commencing at a point on the North and South ¹/4 line of said Section 240.63 feet, North 05 degrees 19 minutes 21 seconds East, from the South ¹/4 corner of said Section 35; thence North 05 degrees 19 minutes 21 seconds East on said North and South ¹/4 line, 97.32 feet; thence South 89 degrees 22 minutes 54 seconds East, parallel with the South line of the Southwest ¹/4 of said Section 372.78 feet; thence South 00 degrees 37 minutes 06 seconds West, perpendicular to the South line of said Southwest ¹/4, 280.70 feet; thence North 88 degrees 49 minutes 29 seconds West, parallel with and 60.00 feet, measured at right angles, North of the South line of the Southeast ¹/4 of said Section, said line being the North right-of-way line of so-called Tittabawassee Road, 234.92 feet; thence North 05 degrees 19 minutes 21 seconds East, parallel with and 160.25 feet, measured at right angles, East of the North and South ¹/4 line of said Section, 180.47 feet; thence North 88 degrees 49 minutes 29 seconds West, parallel with and 240.00 feet, measured at right angles, North of the South line of said Southeast ¹/4, 160.67 feet to the Point of Beginning.

TOGETHER WITH the non-exclusive rights, and subject to the terms, conditions and limitations contained in the Declaration of Easements and Restrictions recorded in Liber 1749, page 249, and as further amended in Liber 1750, page 1990, Liber 1879, page 494, Liber 1898, page 1527, and Liber 1898, page 1552.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF MADISON HEIGHTS, OAKLAND COUNTY, STATE OF MICHIGAN, AND IS DESCRIBED AS FOLLOWS:

A parcel of land located in the West 1/2 of the Northwest 1/4 of Section 2, Town 1 North, Range 11 East, City of Madison Heights, Oakland County, Michigan, more particularly described as:

Beginning at a point South 00 degrees 05 minutes 30 seconds West, 60.00 feet, South 89 degrees 02 minutes 50 seconds East, 60.00 feet, South 00 degrees 05 minutes 30 seconds West, 81.64 feet and South 89 degrees 02 minutes 50 seconds East, 55.32 feet from the Northwest corner of said Section 2; thence South 89 degrees 02 minutes 50 seconds East, 93.17 feet; thence South 00 degrees 57 minutes 10 seconds West, 86.00 feet; thence South 89 degrees 02 minutes 50 seconds East, 9.00 feet; thence South 00 degrees 57 minutes 10 seconds West, 24.33 feet; thence North 89 degrees 02 minutes 50 seconds West, 102.17 feet; thence North 00 degrees 57 minutes 10 seconds East, 110.33 feet to the Point of Beginning.

TOGETHER WITH the non-exclusive rights, and subject to the terms, conditions and limitations contained in the Easement Agreement by and between Campbell Corners Limited Partnership and Outback Steakhouse of Florida, In. dated September 11, 1995, recorded on September 18, 1995 in Liber 15682, page 252.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE TOWNSHIP OF BLACKMAN, JACKSON COUNTY, STATE OF MICHIGAN, AND IS DESCRIBED AS FOLLOWS: