Common use of Covenants, Warranties and Representations Clause in Contracts

Covenants, Warranties and Representations. Assignor covenants with, and warrants and represents to, Agent that: 5.1 Assignor is and shall be the owner of the Assigned Contracts and Permits free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever except in favor of Agent; 5.2 Assignor has the full right, power and authority to assign, and to grant the pledge of and security interest in, the Assigned Contracts and Permits as herein provided; 5.3 To Assignor’s knowledge, the execution, delivery and performance of this Collateral Assignment by Assignor does not and will not result in the violation of any mortgage, indenture, contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which Assignor is subject or by which it or any of its property is bound; 5.4 Assignor shall not make any other assignment of, or permit any pledge, lien, security interest or encumbrance to exist with respect to, the Assigned Contracts and Permits except in favor of Agent, and Assignor shall not otherwise transfer, assign, sell or exchange its interest in the Assigned Contracts and Permits; 5.5 To the extent the same is in possession of Assignor, a true and complete executed counterpart, or certified copy, of each Assigned Contract and Permit which now exists and which is evidenced by a written agreement or document has been delivered to Agent, and a true and complete counterpart, or certified copy, of each Assigned Contract and Permit which becomes effective or is issued in the future shall be promptly delivered to Agent; 5.6 To Assignor’s knowledge, each Assigned Contract and Permit presently in existence is in full force and effect, is valid and enforceable in accordance with its terms, has not been modified, and no default exists thereunder on the part of any party thereto. Each Assigned Contract and Permit which comes into existence after the date hereof shall be valid and enforceable in accordance with its terms; 5.7 No Assigned Contract and Permit shall be amended, modified or changed in any material respect, have any of its material terms waived by Assignor, or cancelled or terminated if such amendment, modification, waiver, cancellation or termination could reasonably be expected to have a Material Adverse Effect, without Agent’s prior written consent in each instance; and 5.8 Assignor shall pay and perform in all material respects all of its material obligations under or with respect to each Assigned Contract and Permit and not permit any default by it to exist with respect thereto if such failure or default could reasonably be expected to have a Material Adverse Effect. Assignor shall exercise all commercially reasonable efforts necessary to enforce or secure performance by any other party to any Assigned Contract and Permit if such other party’s failure to perform could reasonably be expected to have a Material Adverse Effect.

Covenants, Warranties and Representations. Assignor Tenant covenants withwith Landlord that, and warrants and represents to, Agent to Landlord that: 5.1 Assignor Tenant is and shall be the owner holder of the Assigned Contracts and Permits free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever except in favor of Agent(i) Landlord, pursuant to this Agreement, and (ii) Bank, pursuant to that certain Collateral Assignment and Security Agreement In Respect of Contracts, Licenses and Permits from Landlord to Bank of even date herewith (the “Landlord Collateral Assignment”) and/or the Pledge Agreement Regarding Liquor License from Landlord to Bank of even date herewith (the “License Pledge”); 5.2 Assignor Tenant has the full right, power and authority to assign, and to grant the pledge of and security interest in, the Assigned Contracts and Permits as herein provided; 5.3 To Assignor’s knowledge, the The execution, delivery and performance of this Collateral Assignment by Assignor Tenant does not and will not result in the violation of any mortgage, indenture, contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which Assignor Tenant is subject or by which it or any of its property is bound; 5.4 Assignor Tenant shall not make any other assignment of, or permit any pledge, lien, security interest or encumbrance to exist with respect to, the Assigned Contracts and Permits except in favor of AgentLandlord pursuant to this Agreement, and Assignor Bank pursuant to the Loan Documents, and Tenant shall not otherwise transfer, assign, sell or exchange its interest in the Assigned Contracts and Permits; 5.5 To the extent the same is in possession of Assignorrequested by Landlord or Bank, a true and complete executed counterpart, or certified copy, copy of each Assigned Contract and Permit which now exists and which is evidenced by a written agreement or document has been delivered to AgentLandlord and Bank or if otherwise requested by Landlord and/or Bank, and a true and complete counterpart, or certified copy, copy of each Assigned Contract and Permit which becomes effective or is issued in the future shall be promptly delivered to AgentLandlord and Bank; 5.6 To Assignor’s knowledge, each Each Assigned Contract and Permit presently in existence is in full force and effect, is valid and enforceable against Tenant (and to the best of Tenant’s knowledge, against all other parties thereto) in accordance with its termsterms (subject to bankruptcy, insolvency and similar laws of general application affecting the rights and remedies of creditors and, with respect to the availability of remedies of specific enforcement, subject to the discretion of the court before which proceedings therefor may be brought); has not been modifiedmodified in any material respect except as has been disclosed to Landlord in writing; and, and to the best of Tenant’s knowledge, no default exists thereunder on the part of any party thereto. Each Assigned Contract and Permit which comes into existence after the date hereof shall be valid and enforceable against Tenant (and to the best of Tenant’s knowledge, against all other parties thereto) in accordance with its termsterms (subject to bankruptcy, insolvency and similar laws of general application affecting the rights and remedies of creditors and, with respect to the availability of remedies of specific enforcement, subject to the discretion of the court before which proceedings therefor may be brought); 5.7 No Assigned Contract and Permit shall be amended, modified or changed in any material respect, have any of its material terms waived by AssignorTenant, or cancelled be canceled or terminated if such amendment, modification, waiver, cancellation or termination could reasonably be expected to have a Material Adverse Effectterminated, without AgentLandlord’s prior written consent in each instance; and; 5.8 Assignor Tenant shall pay and perform in all material respects all of its material obligations under or with respect to each Assigned Contract and Permit and not permit any default by it to exist with respect thereto if such failure or default could reasonably be expected to have a Material Adverse Effectthereto. Assignor Tenant shall exercise all commercially reasonable efforts necessary to enforce or secure performance by any other party to any each Assigned Contract and Permit if Permit; and 5.9 In the case of any contract, license, permit, approval, agreement or warranty relating to the Property which cannot be assigned by Tenant to Landlord without the consent of a third party and which consent has not yet been obtained, upon Landlord’s written request, Tenant shall make all commercially reasonable efforts to obtain such other party’s failure to perform could reasonably be expected to have a Material Adverse Effectconsent.

Covenants, Warranties and Representations. Assignor covenants with, and warrants and represents to, Agent Lender that: 5.1 (a) Assignor is and shall be the owner of the Assigned Contracts and Permits Contract free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever except in favor of AgentLender; 5.2 (b) Assignor has the full right, power and authority to assign, and to grant the pledge of and security interest in, the Assigned Contracts and Permits Contract as herein provided; 5.3 To Assignor’s knowledge, the (c) The execution, delivery and performance of this Collateral Assignment by Assignor does not and will not result in the violation of any mortgage, indenture, material contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which Assignor is subject or by which it or any of its property is bound;, 5.4 (d) Assignor shall not make any other assignment of, or permit any pledge, lien, security interest lien or encumbrance to exist with respect to, the Assigned Contracts and Permits Contract except in favor of AgentLender, and Assignor shall not otherwise transfer, assign, sell or exchange its interest in the Assigned Contracts and PermitsContract; 5.5 To the extent the same is in possession of Assignor, a (e) A true and complete executed counterpart, counterpart or certified copy, copy of each the Assigned Contract and Permit which now exists and which is evidenced by a written agreement or document has been delivered to Agent, and a true and complete counterpart, or certified copy, of each Lender; (f) The Assigned Contract and Permit which becomes effective or is issued in the future shall be promptly delivered to Agent; 5.6 To Assignor’s knowledge, each Assigned Contract and Permit presently in existence is in full force and effect, is valid and enforceable in accordance with its terms, has not been modified, and no default exists thereunder on the part of any party thereto. Each . (g) The Assigned Contract and Permit which comes into existence after the date hereof shall be valid and enforceable in accordance with its terms; 5.7 No Assigned Contract and Permit shall not be amended, modified or changed in any material respect, have any of its material terms waived by Assignor, or cancelled or terminated if such amendment, modification, waiver, cancellation or termination could reasonably be expected to have a Material Adverse Effectterminated, without Agent’s the Lender's prior written consent in each instance; and; 5.8 (h) Assignor shall pay and perform in all material respects all of its material obligations under or with respect to each the Assigned Contract and Permit and not permit any default by it to exist with respect thereto if such failure or default could reasonably be expected to have a Material Adverse Effectthereto. Assignor shall exercise all commercially reasonable efforts necessary to enforce or secure performance by any other party to the Assigned Contract; and (i) Assignor specifically acknowledges and agrees that Lender neither assumes nor shall have any responsibility for the payment of any sums due under the Assigned Contract and Permit if such other party’s failure or the performance of any obligations to perform could reasonably be expected performed under or with respect to have a Material Adverse Effectthe Assigned Contract by Assignor.

Covenants, Warranties and Representations. Assignor covenants with, and warrants and represents to, Agent and Lenders that: 5.1 Assignor is and shall be the owner of the Assigned Contracts and Permits free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever except in favor of Agent; 5.2 Assignor has the full right, power and authority to assign, and to grant the pledge of and security interest in, the Assigned Contracts and Permits as herein provided; 5.3 To Assignor’s knowledge, the The execution, delivery and performance of this Collateral Assignment and Security Agreement by Assignor does not and will not result in the violation of any mortgage, indenture, contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which Assignor is subject or by which it or any of its property is bound; 5.4 Assignor shall not make any other assignment of, or permit any pledge, lien, security interest or encumbrance to exist with respect to, the Assigned Contracts and Permits except in favor of Agent, and Assignor shall not otherwise transfer, assign, sell or exchange its interest in the Assigned Contracts and Permits; 5.5 To the extent the same is in possession of Assignor, a A true and complete executed counterpart, or certified copy, of each Assigned Contract and Permit which now exists and which is evidenced by a written agreement or document has been delivered to Agent, Agent and a true and complete counterpart, or certified copy, of each Assigned Contract and Permit which becomes effective or is issued in the future shall be promptly delivered to Agent; 5.6 To Assignor’s knowledge, each Each Assigned Contract and Permit presently in existence is in full force and effect, is valid and enforceable in accordance with its terms, has not been modified, and no default exists thereunder on the part of any party thereto. Each Assigned Contract and Permit which comes into existence after the date hereof shall be valid and enforceable in accordance with its terms; 5.7 No Assigned Contract and Permit shall be amended, modified or changed in any material respect, have any of its material terms waived by Assignor, or cancelled or terminated if such amendment, modification, waiver, cancellation or termination could reasonably be expected to have a Material Adverse Effectterminated, without Agent’s prior written consent in each instance; and 5.8 Assignor shall pay and perform in all material respects all of its material obligations under or with respect to each Assigned Contract and Permit and not permit any default by it to exist with respect thereto if such failure or default could reasonably be expected to have a Material Adverse Effectthereto. Assignor shall exercise all commercially reasonable efforts necessary to enforce or secure performance by any other party to any Assigned Contract and Permit if such other party’s failure to perform could reasonably be expected to have a Material Adverse EffectPermit.

Covenants, Warranties and Representations. Assignor Borrower covenants withwith Bank that, and warrants and represents to, Agent to Bank that: 5.1 Assignor Borrower is and shall be the owner holder of the Assigned Contracts and Permits free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever except in favor of AgentBank; 5.2 Assignor Borrower has the full right, power and authority to assign, and to grant the pledge of and security interest in, the Assigned Contracts and Permits as herein provided; 5.3 To Assignor’s knowledge, the The execution, delivery and performance of this Collateral Assignment by Assignor Borrower does not and will not result in the violation of any mortgage, indenture, contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which Assignor Borrower is subject or by which it or any of its property is bound; 5.4 Assignor Borrower shall not make any other assignment of, or permit any pledge, lien, security interest or encumbrance to exist with respect to, the Assigned Contracts and Permits except in favor of AgentBank, and Assignor Borrower shall not otherwise transfer, assign, sell or exchange its interest in the Assigned Contracts and Permits; 5.5 To the extent the same is in possession of Assignorrequested by Bank, a true and complete executed counterpart, or certified copy, copy of each Assigned Contract and Permit which now exists and which is evidenced by a written agreement or document has been delivered to AgentBank and, and to the extent required pursuant to the terms of the Loan Agreement or if otherwise requested by Bank, a true and complete counterpart, or certified copy, copy of each Assigned Contract and Permit which becomes effective or is issued in the future shall be promptly delivered to AgentBank; 5.6 To Assignor’s knowledge, each Each Assigned Contract and Permit presently in existence is in full force and effect, is valid and enforceable against Borrower (and to the best of Borrower’s knowledge, against all other parties thereto) in accordance with its termsterms (subject to bankruptcy, insolvency and similar laws of general application affecting the rights and remedies of creditors and, with respect to the availability of remedies of specific enforcement, subject to the discretion of the court before which proceedings therefor may be brought); has not been modifiedmodified in any material respect except as has been disclosed to Bank in writing; and, and to the best of Borrower’s knowledge, no default exists thereunder on the part of any party thereto. Each Assigned Contract and Permit which comes into existence after the date hereof shall be valid and enforceable against Borrower (and to the best of Borrower’s knowledge, against all other parties thereto) in accordance with its termsterms (subject to bankruptcy, insolvency and similar laws of general application affecting the rights and remedies of creditors and, with respect to the availability of remedies of specific enforcement, subject to the discretion of the court before which proceedings therefor may be brought); 5.7 No Assigned Contract and Permit shall be amended, modified or changed in any material respect, have any of its material terms waived by AssignorBorrower, or cancelled be canceled or terminated if such amendment, modification, waiver, cancellation or termination could reasonably be expected to have a Material Adverse Effectterminated, without Agent’s Bank's prior written consent in each instance; and, such consent not to be unreasonably withheld, so long as no Event of Default is continuing; 5.8 Assignor Borrower shall pay and perform in all material respects all of its material obligations under or with respect to each Assigned Contract and Permit and not permit any default by it to exist with respect thereto if such failure or default could reasonably be expected to have a Material Adverse Effectthereto. Assignor Borrower shall exercise all commercially reasonable efforts necessary to enforce or secure performance by any other party to any each Assigned Contract and Permit if Permit; and 5.9 In the case of any contract, license, permit, approval, agreement or warranty relating to the Property which cannot be assigned by Borrower to Bank without the consent of a third party and which consent has not yet been obtained, upon Bank’s written request, Borrower shall make all commercially reasonable efforts to obtain such other party’s failure to perform could reasonably be expected to have a Material Adverse Effectconsent.

Covenants, Warranties and Representations. Assignor covenants with, and warrants and represents to, Agent and Lenders that: 5.1 Assignor is and shall be the owner of the Assigned Contracts and Permits free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever except in favor of Agent; 5.2 Assignor has the full right, power and authority to assign, and to grant the pledge of and security interest in, the Assigned Contracts and Permits as herein provided; 5.3 To Assignor’s knowledge, the The execution, delivery and performance of this Collateral Assignment by Assignor does not and will not result in the violation of any mortgage, indenture, contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which Assignor is subject or by which it or any of its property is bound; 5.4 Assignor shall not make any other assignment of, or permit any pledge, lien, security interest or encumbrance to exist with respect to, the Assigned Contracts and Permits except in favor of Agent, and Assignor shall not otherwise transfer, assign, sell or exchange its interest in the Assigned Contracts and Permits; 5.5 To the extent the same is in possession of Assignor, a A true and complete executed counterpart, or certified copy, of each Assigned Contract and Permit Permit, the absence of which would have a Material Adverse Effect, which now exists and which is evidenced by a written agreement or document has been delivered to Agent, Agent and a true and complete counterpart, or certified copy, of each Assigned Contract and Permit Permit, the absence of which would have a Material Adverse Effect, which becomes effective or is issued in the future shall be promptly delivered to Agent; 5.6 To Assignor’s knowledge, each Each Assigned Contract and Permit presently in existence is in full force and effect, is valid and enforceable in accordance with its terms, has not been modified, and to Assignor’s knowledge, no default exists thereunder on the part of any party thereto. Each Assigned Contract and Permit which comes into existence after the date hereof shall be valid and enforceable in accordance with its termsterms as of the date thereof; 5.7 No Assigned Contract and Permit shall be amended, modified or changed in any material respect, have any of its material terms waived by Assignor, or cancelled or terminated if such amendment, modification, waiver, cancellation or termination could reasonably be expected to have a Material Adverse Effectterminated, without Agent’s prior written consent in each instance, such consent not to be unreasonably withheld or delayed; and 5.8 Assignor shall pay and perform in all material respects all of its material obligations under or with respect to each Assigned Contract and Permit and not permit any default by it to exist with respect thereto or if any such failure or default could reasonably be expected occurs, to have a Material Adverse Effectpromptly cure such default. Assignor shall exercise all commercially reasonable efforts necessary to enforce or secure performance by any other party to any Assigned Contract and Permit if such other party’s failure Permit. Notwithstanding the foregoing provisions of this Section 5: (a) it shall not be a violation or default under this Collateral Assignment unless a breach of a particular representation, warranty or covenant contained in this Section 5 creates a Material Adverse Effect, as defined in the Credit Agreement; and (b) Assignor shall be allowed to perform could reasonably be expected enter into contracts, licenses, permits, approvals, and agreements related to have the Mortgaged Property and to amend, modify, and otherwise alter existing contracts, licenses, permits, approvals, and agreements related to the Mortgaged Property without the consent of or notice to Agent or Lenders, unless required pursuant to the terms of the Credit Agreement or unless it would cause a Material Adverse Effect.

Covenants, Warranties and Representations. Assignor Borrower covenants with, and warrants and represents to, Agent to Lender that: 5.1 Assignor Borrower is and shall be the owner of the Assigned Contracts and Permits free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever except in favor of AgentLender; 5.2 Assignor Borrower has the full right, power and authority to assign, and to grant the pledge of and security interest in, the Assigned Contracts and Permits as herein provided; 5.3 To Assignor’s knowledge, the The execution, delivery and performance of this Collateral Assignment instrument by Assignor Borrower does not and will not result in the violation of any mortgage, indenture, contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which Assignor Borrower is subject or by which it or any of its property is bound; 5.4 Assignor Borrower shall not make any other assignment of, or permit any pledge, lien, security interest or encumbrance to exist with respect toto Borrower's interest in, the Assigned Contracts and Permits except in favor of AgentLender, and Assignor Borrower shall not otherwise transfer, assign, sell or exchange its interest in the Assigned Contracts and Permits; 5.5 To the extent the same is in possession of Assignor, a A true and complete executed counterpart, or certified copy, of each Assigned Contract and Permit which now exists and which is evidenced by a written agreement or document has been delivered to Agent, Lender and a true and complete counterpart, or certified copy, of each Assigned Contract and Permit which becomes effective or is issued in the future shall be promptly delivered to AgentLender; 5.6 To Assignor’s knowledge, each Each Assigned Contract and Permit presently in existence is in full force and effect, is valid and enforceable in accordance with its terms, has not been modified, and no Borrower has not received or delivered any notice which alleges that a default exists thereunder on the part of any party thereto. Each Assigned Contract and Permit which comes into existence after the date hereof shall be valid and enforceable in accordance with its terms, except to the extent enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which cure proceedings thereof may be brought; 5.7 No Assigned Contract and Permit shall be amended, modified or changed in any material respect, have any of its material terms waived by AssignorBorrower, or cancelled canceled or terminated if such amendment, modification, waiver, cancellation or termination could reasonably be expected to have a Material Adverse Effectterminated, without Agent’s Lender's prior written consent in each instance; and 5.8 Assignor Borrower shall pay and perform in all material respects all of its material obligations under or with respect to each Assigned Contract and Permit and not permit any default by it to exist with respect thereto to remain after notice from the other party thereto of such default, if such failure or default could reasonably be expected to have a Material Adverse Effectapplicable, and the expiration of any applicable cure period. Assignor Borrower shall exercise all commercially reasonable efforts necessary to enforce or secure performance by any other party to any Assigned Contract and Permit if such other party’s failure to perform could reasonably be expected to have a Material Adverse EffectPermit.