Common use of Representations and Warranties; Release Clause in Contracts

Representations and Warranties; Release. The Guarantor hereby represents and warrants that, both immediately before and after giving effect to the amendments set forth in Section 1 above (the “Amendments”): (a) the Loan Documents and the Term Loan Documents (collectively, the “Capital One Financing Documents”) to which it is a party constitute legal, valid and binding obligations of the Guarantor, are enforceable against the Guarantor in accordance with their respective terms; (b) the Guarantor hereby reaffirms all covenants, representations and warranties made by it in the Capital One Financing Documents to which it is a party and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this letter agreement, except to the extent that any such representation or warranty relates to a specific date, in which case such representation or warranty shall be true and correct as of such earlier date; and (c) no Default or Event of Default has occurred and is continuing. In addition, to induce the Lender to execute and deliver this letter agreement, the Guarantor represents and warrants that as of the date of its execution of this letter agreement, there are no claims or offsets against, or rights of recoupment with respect to, or defenses or counterclaims to its obligations under, the Capital One Financing Documents, and, in accordance therewith, the Guarantor hereby waives any and all such claims, offsets, rights of recoupment, defenses or counterclaims, whether known or unknown, arising prior to the date of this letter agreement, and releases and discharges the Lender and its officers, directors, employees, agents, stockholders, affiliates and attorneys (collectively, the “Released Parties”) from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which the Guarantor ever had or now has against the Released Parties, or any of them, arising prior to the date hereof and from, arising out of, or relating to Capital One Financing Documents and the transactions contemplated thereby.

Representations and Warranties; Release. The Guarantor hereby represents and warrants that, both immediately before and after giving effect to the amendments set forth in Section 1 above (the “Amendments”): ) and to the execution, delivery and performance of the Credit Agreement and all other amendments and modifications made on the date hereof to the other Loan Documents: (a) the Loan Documents and the Term Loan Documents (collectively, the “Capital One Financing Documents”) to which it is a party constitute legal, valid and binding obligations of the Guarantor, are enforceable against the Guarantor in accordance with their respective terms; (b) the Guarantor hereby reaffirms all covenants, representations and warranties made by it in the Capital One Financing Loan Documents to which it is a party and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this letter agreement, except to the extent that any such representation or warranty relates to a specific date, in which case such representation or warranty shall be true and correct as of such earlier date; and (c) no Default or Event of Default or Parent Default or Event of Default has occurred and is continuing. In addition, to induce the Lender to execute and deliver this letter agreement, the Guarantor represents and warrants that as of the date of its execution of this letter agreement, there are no claims or offsets against, or rights of recoupment with respect to, or defenses or counterclaims to its obligations under, the Capital One Financing Loan Documents, and, in accordance therewith, the Guarantor hereby waives any and all such claims, offsets, rights of recoupment, defenses or counterclaims, whether known or unknown, arising prior to the date of this letter agreement, and releases and discharges the Lender and its officers, directors, employees, agents, stockholders, affiliates and attorneys (collectively, the “Released Parties”) from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which the Guarantor ever had or now has against the Released Parties, or any of them, arising prior to the date hereof and from, arising out of, or relating to Capital One Financing Loan Documents and the transactions contemplated thereby.

Representations and Warranties; Release. The Guarantor hereby represents Tenant represents, warrants, covenants and warrants that, both immediately before agrees with Landlord that on and after giving effect to the amendments set forth in Section 1 above (the “Amendments”): (a) the Loan Documents and the Term Loan Documents (collectively, the “Capital One Financing Documents”) to which it is a party constitute legal, valid and binding obligations of the Guarantor, are enforceable against the Guarantor in accordance with their respective terms; (b) the Guarantor hereby reaffirms all covenants, representations and warranties made by it in the Capital One Financing Documents to which it is a party and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this letter agreement, except to the extent that any such representation or warranty relates to a specific date, in which case such representation or warranty shall be true and correct as of such earlier date; and (c) no Default or Event of Default has occurred and is continuing. In addition, to induce the Lender to execute and deliver this letter agreement, the Guarantor represents and warrants that as of the date of its execution of this letter agreement, hereof (i) there are no claims existing defaults by Landlord under the Lease, (ii) there is no basis for any claim against Landlord or offsets againstthe Premises arising out of or in any way related to the Lease or Tenant's use, occupancy, or rights operation of recoupment with respect the Premises, (iii) Tenant has paid for any and all work furnished to and improvements constructed in, on, or at the Premises, (iv) except as described herein, the Lease is the only agreement, written, oral, or otherwise between Landlord and Tenant pertaining to the Premises and the Lease has not been amended, superseded, added to or interpreted, in writing, orally, or otherwise, at any time, (v)no party claiming through Tenant other than Tenant (or any successor or assign permitted pursuant to the Lease) has any right to, or defenses or counterclaims to its obligations underinterest in, the Capital One Financing DocumentsPremises (except any such interest pursuant to the License Agreement dated February 18, and2000, in accordance therewithby and between Tenant and Xxxxx Xxxxxxxxx, dba "The Daily Grind", which Landlord consented to on February 18, 2000), (vi) upon delivery of the Guarantor hereby waives Premises on the Lease Termination Date, Landlord shall receive title to the Premises free and clear of any and all such liens, charges, encumbrances or claims of whatsoever kind or nature arising out of, or in connection with, Tenant's use, occupancy, or operation of the Premises, and (vii) Tenant does not have any claim or action of any kind or nature against the Landlord arising under or pursuant to the Lease or in connection with the Premises. Tenant, for and on behalf of Tenant and Tenant's successors and assigns, hereby irrevocably, fully and unconditionally releases and forever discharges Landlord, its successors and assigns, from and against any and all actions, causes of action, claims, offsetsjudgments, rights liabilities, obligations, demands, costs, fees and expenses of recoupment, defenses whatever kind or counterclaimscharacter, whether known or unknown, foreseen or unforeseen, past, present or future related in any way, arising prior to the date out of this letter agreementor resulting from, and releases and discharges the Lender and its officers, directors, employees, agents, stockholders, affiliates and attorneys (collectivelydirectly or indirectly, the “Released Parties”) from Lease (including all amendments thereto), including, without limitation, any and all obligationsof Landlord's representations, indebtednesswarranties, liabilitiescovenants, claimsand obligations thereunder, rights, causes of action or demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which except for defaults under the Guarantor ever had or now has against Lease by Landlord between the Released Parties, or any of them, arising prior to the date hereof and from, arising out of, or relating to Capital One Financing Documents Effective Date and the transactions Lease Termination Date as a result of Landlord's intentional misconduct. Landlord represents and warrants to Tenant that (i) Landlord (without any duty of investigation) has no actual knowledge of any default by Tenant under the Lease, and (ii) Landlord is not required to obtain the consent of any lender or third party to allow Tenant to terminate the Lease as contemplated therebyherein.

Representations and Warranties; Release. The Guarantor Borrower and the Guarantors each hereby represents and warrants that, both immediately before and after giving effect to the amendments set forth in Section 1 above (the “Amendments”): this Amendment: (a) the 2011 Loan Agreement and the other Loan Documents thereunder and the Term Loan Documents and Security Agreement dated as of April 30, 2010 (as amended to date, the “2010 Loan Agreement”) among the borrowers named therein and the Lender, and the other “Loan Documents” as defined therein (collectively, the “Capital One Financing Documents”) to which it is a party constitute legal, valid and binding obligations of the GuarantorBorrower, such borrowers and the Guarantors, as applicable, and are enforceable against the Guarantor Borrower, such borrowers and the Guarantors, as applicable, in accordance with their respective terms; (b) the Guarantor Borrower and the Guarantors each hereby reaffirms all covenants, representations and warranties made by it in the Capital One Financing Documents to which it is a party and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this letter agreementAmendment, except to the extent that any such representation or warranty relates to a specific date, in which case such representation or warranty shall be true and correct as of such earlier date; and (c) no Default or Event of Default has occurred and is continuing. In addition, to induce the Lender to execute and deliver agree to this letter agreementAmendment, the Guarantor Borrower, such borrowers and the Guarantors each represents and warrants that as of the date of its execution of this letter agreementAmendment, there are no claims or offsets against, or rights of recoupment with respect to, or defenses or counterclaims to its obligations under, the Capital One Financing Documents, and, in accordance therewith, the Guarantor Borrower, such borrowers and the Guarantors each hereby waives any and all such claims, offsets, rights of recoupment, defenses or counterclaims, whether known or unknown, arising prior to the date of this letter agreementAmendment, and releases and discharges the Lender and its officers, directors, employees, agents, stockholders, affiliates and attorneys (collectively, the “Released Parties”) from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which the Borrower, such borrowers or any Guarantor ever had or now has against the Released Parties, or any of them, arising prior to the date hereof and from, arising out of, or relating to Capital One Financing Documents and the transactions contemplated thereby.