Under the Assignment, are the obligations of the Assignor and Assignee joint and several for Benihana?

igations, assignments, commitments, duties, and liabilities under the Franchise Agreement, and agrees to be bound by and observe and faithfully perform all obligations, assignments, commitments and duties of the franchisee under the Franchise Agreement with the same force and effect as if the Franchise Agreement was originally written with Assignee as franchisee.

• 1. Assignor agrees that Assignor will continue to be bound by all terms and conditions of the Franchise Agreement, including, without limitation, all non-competition, confidentiality, and indemnification obligations, and nothing contained in this Assignment will or does relieve Assignor of any of Assignor's obligations contained in the Franchise Agreement. Assignor further agrees to, and by this instrument does hereby, guarantee the performance by Assignee of all of its obligations,

commitments, duties and liabilities under the Franchise Agreement. Without limiting the foregoing, Assignor irrevocably and unconditionally guarantees to BNC (i) that Assignee will pay all amounts to be paid and otherwise comply with all provisions of the Franchise Agreement and any other agreement between Assignor and BNC or its affiliates concerning the operation of the Franchised Business, and (ii) that if Assignee defaults in making any such payments or complying with any such provisions, Assignor shall pay forthwith upon demand all amounts due and owing BNC and all damages that may arise as a result of any such non-compliance.

• 1. In the enforcement of any of its rights against Assignor, BNC may proceed as if Assignor was the primary obligor under the Franchise Agreement. Assignor waives any right to require BNC to first proceed against Assignee or to proceed against or exhaust any security (if any) held by BNC or to pursue any other remedy available to it before proceeding against Assignor. No dealing between BNC and Assignee shall exonerate, release, discharge or in any way reduce the obligations of Assignor hereunder, in whole or in part, and in particular and without limiting the generality of the foregoing, BNC may modify or amend the Franchise Agreement, grant any indulgence, release, postponement or extension of time, waive any term or condition of the Franchise Agreement, or any obligation of Assignee, take or release any securities or other guarantees for the performance by Assignee of any of its obligations, and otherwise deal with Assignee as BNC may see fit without affecting, lessening or limiting in any way the liability of Assignor. Notwithstanding any assignment for the general benefit of creditors, bankruptcy, or other act of insolvency by Assignee, and notwithstanding any rejection, disaffirmance, or disclaimer of this Assignment or the Franchise Agreement, Assignor shall continue to be fully liable.
• 1. This Assignment is entered into in the State of Florida and shall be construed and interpreted in accordance with its laws, which laws shall control in the event of any conflict of law.
• 1. This Assignment shall be binding and inure to the benefit of the parties and their respective heirs, successors, and assigns.
• 1. Assignor and Assignee acknowledge and agree they are bound by the dispute resolution provisions of the Franchise Agreement. Assignor and Assignee further agree they have and will continue to have a substantial relationship with BNC at its offices in Miami, Florida, and with the exception of BNC's right to seek injunctive relief in any appropriate jurisdiction as set forth below, any action by or against either Assignor or Assignee arising out of or relating to this Assignment may be commenced, litigated, and concluded only in a state or federal court of general jurisdiction in the State of Florida. Assignor and Assignee agree that Florida represents the most convenient forum for the parties to litigate any disputes between them. Accordingly, Assignor and Assignee irrevocably submit to the jurisdiction of such courts and waive any objection they may have to either the jurisdiction or venue of such court. Assignor and Assignee further waive any objection that such court is an inconvenient forum.

Source: Item 23 — Receipts (FDD pages 74–576)