What is the relationship between the Conditional Assignment of Lease and the operation of a Floyds 99 Shop?

ther with interest thereon at the rate of two percent per month, or the highest rate allowed by law. Nothing in this Agreement shall obligate Assignee to cure any such default, unless Assignee elects to assume the Lease pursuant to Section 5 below. For purposes of clarification, the parties agree that Assignee shall have the right to cure Assignor's defaults under the Lease without electing to assume the Lease pursuant to Section 5 below.

• 1. The date upon which the assignment shall be effective (the "Effective Date"), is the date upon which Landlord and Assignor receive written notice from Assignee that:
• a. Assignee will cure all prior defaults of Assignor in the Lease in which Landlord has given notice to Assignee pursuant to the provisions of Section 3 above, and that Assignee will assume the Lease; or
• b. The events described in either subsections 2(b), 2(c), 2(d) or 2(f) above have occurred and that Assignee will assume the Lease.
• 1. As of the Effective Date, Assignee will assume all rights, duties, responsibilities and obligations of Assignor arising on or after the Effective Date pursuant to the terms and provisions of the Lease.
• 1. Landlord hereby consents to the terms and provisions of this Agreement, and to the conditional assignment of the Lease to Assignee. Landlord agrees that after the Effective Date, Assignee may (i) enter into a sublease with any FLOYD'S 99 franchisee without Landlord's further consent, or (ii) further assign the Lease to a person, firm or corporation who shall agree to assume the tenant's obligations under the Lease and who is reasonably acceptable to Landlord. Landlord further agrees that upon the occurrence of any such assignment, Assignee shall have no further liability or obligation under the Lease as Assignee, tenant or otherwise, and that concurrent with such assignment, Landlord will enter into a replacement Conditional Assignment of Lease Agreement by and between Assignee and the new tenant.
• 1. Assignor agrees to indemnify and hold harmless Assignee from any loss, liability, cost or expense incurred or suffered by Assignee under this Agreement.
• 1. Assignor and Landlord agree not to allow any surrender, amendment, modification or termination or other assignment of the Lease without the prior written consent of Assignee. Throughout the term of the Lease, Assignor agrees that it shall elect and exercise all options to extend the term of or renew the Lease not less than 30 days prior to the last day said option must be exercised, unless Assignee otherwise agrees in writing. Assignor hereby grants to Assignee a power of attorney to exercise an extension or renewal option for the Lease in the name, place and stead of Assignor and Landlord agrees to accept Assignee's exercise of such option. The foregoing power of attorney is irrevocable and coupled with an interest.
• 1. Assignor represents and warrants to Assignee that it has the full power and authority to assign the Lease and its interests therein and that Assignor has not previously assigned, transferred or pledged, and is not otherwise obligated to assign, transfer or pledge, any of its interests in the Lease or the leasehold estate created thereby.
• 1. Assignee shall have the right to assign any of its rights, duties or obligations under this Agreement to an affiliate or designee of Assignee.

| 12. All notices or demands required hereunder shall be made in writing and shall be deemed to be fully given when deposited in the U.S.

Source: Item 23 — RECEIPT (FDD pages 58–229)