IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.

,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.

Ref. Docket No. 1333

NOTICE OF FILING OF EXECUTED SETTLEMENT AGREEMENT AND RELEASE BY AND AMONG THE DEBTORS, CASTLE HARLAN, INC., P&MCS HOLDING LLC, AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS PLEASE TAKE NOTICE on November 17, 2011, the debtors and debtors in possession in the above-captioned cases (collectively, the Debtors) and the Official Committee of Unsecured Creditors filed the Joint Motion of the Debtors and the Official Committee of Unsecured Creditors for an Order, Pursuant To Bankruptcy Rule 9019(a) and Sections 105(a) and 363(b) of the Bankruptcy Code, Authorizing and Approving (I) That Certain Settlement Agreement and Release By and Among the Debtors, Castle Harlan, Inc., P&MCs Holding LLC, and the Official Committee of Unsecured Creditors and (II) the Reorganized Debtors Purchase of the Equity Interests of P&MC Real Estate Holding Pursuant To Such Settlement Agreement and Release [Docket No. 1333] (the Motion).2 PLEASE TAKE FURTHER NOTICE that in connection with the Motion, attached hereto as Exhibit 1 is a copy of the executed Agreement (the Executed Agreement). For ease of reference, attached hereto as Exhibit 2 is a copy of the Executed Agreement marked against the version of the Agreement filed with the Motion as Exhibit 1 to the Proposed Order. Dated: November 21, 2011 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) The Brandywine Building, 1000 West Street, 17th Floor Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Motion.
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01: 11617301.1

070242.1001

- AND TROUTMAN SANDERS LLP Mitchel H. Perkiel Hollace T. Cohen Brett D. Goodman The Chrysler Building, 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 COUNSEL FOR PERKINS & MARIE CALLENDERS INC., ET AL., Debtors and Debtors-in-Possession - AND LANDIS RATH & COBB LLP /s/ William E. Chipman, Jr. William E. Chipman, Jr. (No. 3818) Mark D. Olivere (No. 4291) 919 Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450 - AND ROPES & GRAY LLP Mark R. Somerstein Benjamin L. Schneider 1211 Avenue of the Americas New York, NY 10036-8704 Telephone: (212) 596-9000 Facsimile: (212) 596-9090 COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

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01: 11617301.1 070242.1001

EXHIBIT 1 Executed Agreement

01: 11617301.1

070242.1001

EXHIBIT 2 Blackline

01: 11617301.1

070242.1001

DRAFTEXECUTION VERSION

SETTLEMENT AGREEMENT AND RELEASE

THIS SETTLEMENT AGREEMENT AND RELEASE (this Agreement) is made and entered into as of the 17th day of November, 2011, by and among Castle Harlan, Inc. (CHI), P&MCs Holding LLC (f/k/a TRC Holding LLC, Perkins Holdco), Perkins & Marie Callenders Holding, Inc. (PMCHI), for itself and on behalf of each of its direct and indirect subsidiaries and affiliates identified on Exhibit B hereto (collectively with PMCHI, the Debtor Entities), the Official Committee of Unsecured Creditors (the Committee), and, solely for purposes of Section 19 hereof, Castle Harlan Partners IV, L.P. (CHPIV). CHI, Perkins Holdco, PMCHI, the Committee, CHPIV and each other Debtor Entity shall each be referred to as a Party and collectively as the Parties.1 RECITALS WHEREAS, prior to the Effective Date of the Plan, Castle Harlan Partners III, L.P. and CHPIV owned or controlled substantially all of the equity interests in Perkins Holdco, which is the indirect parent company of each of the Debtor Entities; WHEREAS, Perkins Holdco owns, beneficially and of record, all of the ownership interests in P&MC Real Estate Holding, LLC (Real Estate Holding); WHEREAS, Real Estate Holding owns, beneficially and of record, all of the ownership interests in P&MCs Holding Corp. (Holding Corp) and the building, fixtures and appurtenances located on the real property at 16390 Beach Boulevard, Westminster, Orange County, California (the Westminster Location).

Capitalized terms used herein (including the exhibits hereto) and not otherwise defined shall have the meanings set forth in the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated September 9, 2011, as confirmed by order of the United States Bankruptcy Court for the District of Delaware by order dated November 1, 2011 (the Plan) [D.I. No. 1287].

WHEREAS, Real Estate Holding and Marie Callender Pie Shops, Inc. (MCPSI) are parties to that certain Sublease dated September 1, 2010, pursuant to which MCPSI subleases from Real Estate Holding the premises at the Westminster Location (as amended or modified, the Sublease); WHEREAS, CHI, Wilshire Restaurant Group LLC and MCPSI are parties to that certain Management Agreement, dated November 12, 1999 (the 1999 Management Agreement); WHEREAS, CHI, PMCHI, Perkins & Marie Callenders Inc. (f/k/a The Restaurant Company) (PMCI), Holding Corp. and Perkins Holdco are parties to that certain Management Agreement, dated September 21, 2005 (the 2005 Management Agreement); WHEREAS, on June 13, 2011 (the Petition Date), each of the Debtor Entities filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et. seq. (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court), and pursuant to Bankruptcy Code 1107 and 1108, the Debtor Entities continued in the management and operation of their businesses and properties as debtors in possession; WHEREAS, on June 24, 2011, the Office of the United States Trustee appointed the Committee; WHEREAS, by order dated July 9, 2011, the Bankruptcy Court established August 16, 2011 as the date by which all proofs of claim against the Debtors were required to be filed; WHEREAS, on or about August 15, 2011, Real Estate Holding filed proof of claim no. 1491 against MCPSI for $320,440.97 for unpaid rent and related costs under the Sublease (the REH Claim);

WHEREAS, on or about August 15, 2011, CHI filed proofs of claim nos. 1487 and 1489 asserting claims for $3,832,000.00 in management fees due as of the Petition Date under the 1999 Management Agreement (the CHI 1999 Claims); WHEREAS, on or about August 15, 2011, CHI filed proofs of claim nos. 1485 and 1493 asserting claims for $12,444,106.86 in management fees due as of the Petition Date under the 2005 Management Agreement (the CHI 2005 Claims); WHEREAS, on or about August 15, 2011, Perkins Holdco filed proof of claim no. 1495 against PMCI for $264,423.02 in accrued and unpaid board of director fees as of the Petition Date (collectively, with the REH Claim, the CHI 1999 Claims and the CHI 2005 Claims, the Claims); WHEREAS, on or about September 21, 2011, the Committee filed a motion requesting that the Bankruptcy Court enter an order authorizing, and granting standing to the Committee to initiate, prosecute, and settle (in each case, subject to prior reasonable notice to the Debtors and subject to the consent of the noteholder counterparties (the Restructuring Support Parties) to that certain Restructuring Support Agreement, dated as of June 6, 2011, as amended from time to time), with any settlement subject to approval of the Bankruptcy Court, any claims or causes of action, on behalf of the Debtor Entities estates, against, among others, CHI, Perkins Holdco and Real Estate Holding, that arise from, or relate in any respect to the Claims (the Standing Motion). By order dated September 28, 2011, the Bankruptcy Court granted the Standing Motion; WHEREAS, on October 14, 2011, the Debtors filed a motion with the Bankruptcy Court seeking authority to reject the Sublease;

WHEREAS, contemporaneously with the closing of the transfer of the REH Interests (as defined herein) pursuant to Section 2 of this Agreement, Real Estate Holding and MCPSI intend to amend the Sublease; and WHEREAS, in order to avoid the delay, uncertainty and expense of continuing litigation, the Parties have determined to resolve their disputes pursuant to the terms, covenants and conditions of this Agreement, as set forth below. NOW, THEREFORE, in consideration of the recitals hereto, the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned Parties agree as follows: 1. This Agreement shall become effective on the date that an order, in form and

substance reasonably acceptable to each of the Parties and to the Restructuring Support Parties, approving this Agreement (the Approval Order) is entered by the Bankruptcy Court. 2. Within one (1) business day following the Effective Date, or such other date

reasonably agreed to by the Parties (the Closing Date): a. Perkins Holdco shall (i) sell, transfer and assign to a designee of the Reorganized Debtors 100% of the equity interests of Real Estate Holding (the REH Interests); Perkins Holdco shall(ii) make such notations in the books and records (including the limited liability company agreement of Real Estate Holding) as shall be necessary to reflect the change in ownership of 100% of the REH Interests to the Reorganized Debtors (or its designee); and (iii) promptly deliver to the Reorganized Debtors (or its designee) the organizational documents, minute books, certificates and other 4

books and records relating to Real Estate Holding or Holding Corp. in Perkins Holdcos possession or control. The Parties agree that the transfer is made on an as-is, where is basis and without representations of any kind, other than those set forth herein and on Exhibit D attached hereto and incorporated by reference herein; b. Perkins Holdco shall cause the existing indebtedness owed by Holding Corp. to Citibank, N.A. in connection with the acquisition of the Westminster Location (the Citibank Loan) to be repaid in full and any liens against Holding Corp. or the Westminster Location in connection therewith to be released, with evidence thereof provided to the Reorganized Debtors; and c. The Reorganized Debtors shall pay to Perkins Holdco the sum of $1,170,000.00 in cash. The Reorganized Debtors shall make such payment to Perkins Holdco by wire transfer of immediately available funds to an account designated in writing by Perkins Holdco; provided, the representations and warranties set forth herein (including Exhibit D attached hereto) are true and correct in all material respects, and in the event such representations and warranties are not true and correct in all material respects, the sole remedy for the non-breaching Parties shall be to terminate this Agreement upon written notice to the other Parties, and there shall be no liability or obligation on the part of any party to any other Party in connection with a termination of this Agreement pursuant to this Section 2.

3.

On the Closing Date, and subject to the completion of the transactions provided in

Section 2 of this Agreement, the proofs of claim filed by each of CHI, Real Estate Holding, and Perkins Holdco in respect of the Claims shall be deemed withdrawn with prejudice, and such entities shall not seek or recover any amounts from the Debtors with respect to any such Claims. CHI and Perkins Holdco represent and warrant that such Claims constitute all assertable claims that the CHI affiliated parties identified on Exhibit A hereto (collectively, the Castle Harlan Parties) have against the Debtors and their estates. 4. Releases By Castle Harlan Parties. On the Closing Date, except for the

obligations hereunder, each of the Castle Harlan Parties shall be deemed to have released, acquitted, and forever discharged each of the Debtor Entities from any and all obligations, duties, actions, demands, claims, penalties, costs, fees, attorneys fees, debts, choses in action, administrative actions or proceedings, arbitrations, mediations, suits, counterclaims, crossclaims, claims for relief, lawsuits, damages, losses, costs, contracts, agreements, controversies, liens or causes of action of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, whether in law or in equity, based in whole or in part upon any act or omission, transaction or other occurrence taking place on or prior to the Closing Date or arising from, under, or in connection with, or otherwise in any way relating to, the Debtor Entities; provided, that the foregoing shall not operate as a release or waiver of any claims under any insurance policies maintained by or on behalf of the Debtor Entities for the benefit of officers, directors, managers or members of any of the Reorganized Debtors. 5. Releases in Favor of Castle Harlan Parties. On the Closing Date, except for the

obligations hereunder, each of the Debtor Entities shall be deemed to have released, acquitted, and forever discharged each of the Castle Harlan Parties from any and all obligations, duties, 6

actions, demands, claims, penalties, costs, fees, attorneys fees, debts, choses in action, administrative actions or proceedings, arbitrations, mediations, suits, counterclaims, crossclaims, claims for relief, lawsuits, damages, losses, costs, contracts, agreements, controversies, liens or causes of action of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, whether in law or in equity, based in whole or in part upon any act or omission, transaction or other occurrence taking place on or prior to the Closing Date or arising from, under, or in connection with, or otherwise in any way relating to, the Debtor Entities. 6. Further Assurances. The Parties hereby agree to execute and deliver such

documents and take such other actions as may be reasonably necessary or appropriate to comply with the intent of this Agreement. 7. Costs Included. The Castle Harlan Parties shall be responsible for their own

costs, expenses and attorneys fees, taxable or otherwise, incurred by them arising out of the subject matter of this Agreement, and shall not be responsible for the costs, expenses and attorneys fees, taxable or otherwise, incurred by any other Party hereto. 8. No Oral Modifications. This Agreement may not be modified or amended except

in writing, signed by the Parties hereto. The Parties to this Agreement hereby agree that they will make no claim at any time or place that the Agreement has been orally altered or modified or otherwise changed by oral communication of any kind or character. 9. No Admission of Liability. The Parties (i) acknowledge that the settlement

described herein does not constitute an admission or concession of liability by any Party on account of any claim or matter, or of the truth or untruth of any of the claims made by any party in interest, liability for which is expressly denied, and (ii) agree that nothing in this Agreement 7

shall be used for any purpose by any party in any other action or proceeding, whether pending or to be commenced in the future, other than an action to enforce or for breach of this Agreement. 10. Authority. The Parties represent and warrant that they have the sole right and

exclusive authority to execute this Agreement and to receive the aforesaid consideration in that they have not sold, assigned, or otherwise set over to any other person or entity, any claim, lien, demand, cause of action, obligation, damage, interest, right or liability covered hereby. Each person signing below represents and warrants that he/she is authorized to sign this Agreement on behalf of the Party for whom he/she is signing and to bind it to the terms of this Agreement. Notwithstanding the foregoing, in the case of the Debtors and the Committee, such authority is subject to the entry of the Approval Order. 11. Binding Effect. This Agreement shall be binding upon and for the benefit of the

Parties hereto and their respective heirs, executors, administrators, successors, devisees and assigns. 12. Integration. No promise, inducement or agreement not expressed herein has been

made to any party in connection with this Agreement. This Agreement constitutes the entire agreement between the Parties herein named with respect to the subject matter hereof, and except as otherwise expressly provided herein, is not intended to confer upon any other person or entity any rights or remedies hereunder. No representations have been made or relied upon by the Parties with respect to the subject matters hereof, except as set forth herein. 13. Voluntary Settlement. The Parties represent that they have read, and been advised

by counsel regarding, this Agreement, that they understand its provisions and legal effect, and that they are voluntarily entering into this Agreement of their own accord and without duress or coercion by any other party. The Parties further represent that, in executing this Agreement, they 8

do not rely on any inducements, promises or representations by any other party other than those expressly set forth in this Agreement. 14. Fees and Expenses. If any legal action or any arbitration or other proceedings are

brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing Party or Parties shall be entitled to recover reasonable attorneys fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. Neither Perkins Holdco nor CHI shall be liable for any sales, use, value added, documentary, stamp duty, gross receipts, registration, transfer, transfer gain, conveyance, excise, recording, license and other similar taxes and fees, including any interest, penalties, additions to tax or additional amounts in respect of the foregoing (Transfer Taxes) arising out of or in connection with or attributable to the transfer and sale of the REH Interest. Neither Perkins Holdco nor CHI are making any representations or warranties with respect to any taxes payable with respect to the sale of the REH Interest, including Transfer Taxes, or any taxes that may be due or payable with respect to Real Estate Holding. 15. Severability. If any provision of this Agreement, or the application of any such

provision to any person, entity, or circumstance, shall be held invalid by a court of competent jurisdiction, the remainder of this Agreement or the application of such provision to persons, entities, or circumstances other than those as to which it is held invalid, shall not be affected thereby, unless the effect is to render the purposes of this Agreement unachievable. 16. Governing Law. This Agreement shall be construed and enforced in accordance

with the laws of the State of New York without regard to its conflicts of laws principles.

17.

Survival of Representations and Warranties. Except as provided in this Section

17, the representations and warranties set forth herein (including those set forth on Exhibit D hereto), including any rights arising out of any breach of such representations and warranties, shall not survive the transfer of the REH Interests; provided, that the representations and warranties set forth in the last sentence of Section 3, Section 10, Section 19 and clauses (i), (ii), (v)[, and] (vii) [and (viii)] of Exhibit D hereto, including any rights arising out of any breach of such representations and warranties, shall survive the transfer of the REH Interests for a period of nine (9) months following the Closing Date (the Survival Period), it being understood and agreed that the maximum exposure for breach of any of the representations and warranties set forth in Exhibit D hereto that survive the Closing Date (the Surviving Exhibit D Reps) shall be $585,000 (the CH Cap). 18. Counterparts. This Agreement may be executed in any number of counterparts

and by different Parties hereto in separate counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Agreement. 19. Guarantee. CHPIV hereby guarantees to PMCHI the due and punctual full

payment, performance and discharge of all obligations of Perkins Holdco solely with respect to breaches of the Surviving Exhibit D Reps after the Closing Date; provided, that CHPIVs guarantee shall be limited to the CH Cap. In connection therewith, CHPIV represents and warrants that (a) it has uncommitted capital that is substantially in excess of the CH Cap and (b) the term of CHPIV expires May 16, 2012, subject to extension.

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20.

Termination. This Agreement shall terminate without any action of the Parties if

the Closing Date has not occurred on or prior to December 31, 2011. If this Agreement is terminated in accordance with this Section 20, this Agreement shall become void and of no further force and effect, and there shall be no liability or obligation on the part of any Party to any other Party, except for fraud or material willful breaches of this Agreement prior to the time of such termination. [SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and year first hereinabove written. PERKINS & MARIE CALLENDERS INC.

By: Name: Joseph F. Trungale Title: President & CEO

PERKINS & MARIE CALLENDERS HOLDING INC.

By: Name: Joseph F. Trungale Title: President & CEO

PERKINS & MARIE CALLENDERS REALTY LLC

By: Name: Joseph F. Trungale Title: President & CEO

PERKINS FINANCE CORP.

By: Name: Joseph F. Trungale Title: President

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

Signature Page to Settlement Agreement & Release

WILSHIRE RESTAURANT GROUP LLC

By: Name: Joseph F. Trungale Title: President & CEO

PMCI PROMOTIONS LLC

By: Name: Joseph F. Trungale Title: President & CEO

MARIE CALLENDER PIE SHOPS, INC.

By: Name: Joseph F. Trungale Title: President

MARIE CALLENDER WHOLESALERS, INC.

By: Name: Joseph F. Trungale Title: President

MACAL INVESTORS, INC.

By: Name: Joseph F. Trungale Title: President [SIGNATURES CONTINUE ON FOLLOWING PAGE]
Signature Page to Settlement Agreement & Release

MCID, INC.

By: Name: Joseph F. Trungale Title: President

WILSHIRE BEVERAGE, INC.

By: Name: Joseph F. Trungale Title: Vice President

FIV CORP.

By: Name: Joseph F. Trungale Title: President THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

By: Name: Title: CASTLE HARLAN, INC.

By: __________________________ Name: Title:

P&MCS HOLDING LLC

By:__________________________ Name: Title: [SIGNATURES CONTINUE ON FOLLOWING PAGE]

Signature Page to Settlement Agreement & Release

CASTLE HARLAN PARTNERS IV, L.P. (AS GUARANTOR SOLELY FOR PURPOSES OF SECTION 19)

By:__________________________ Name: Title:

Signature Page to Settlement Agreement & Release

EXHIBIT A CASTLE HARLAN PARTIES 1. CASTLE HARLAN INC. 2. CASTLE HARLAN PARTNERS III, L.P. 3. CASTLE HARLAN PARTNERS IV, L.P. 4. P&MCS HOLDING LLC 5. P&MCS REAL ESTATE HOLDING LLC 6. P&MCS HOLDING CORP. 7. With respect to each of the foregoing, its respective present and former officers, directors, partners, members, investors, managers, employees, agents, representatives, attorneys, and advisors.

EXHIBIT B DEBTOR ENTITIES 1. PERKINS & MARIE CALLENDERS HOLDING, INC. 2. PERKINS & MARIE CALLENDERS INC. 3. PERKINS & MARIE CALLENDERS REALTY LLC 4. PERKINS FINANCE CORP. 5. WILSHIRE RESTAURANT GROUP LLC 6. PMCI PROMOTIONS LLC 7. MARIE CALLENDERS PIE SHOPS, INC. 8. WILSHIRE BEVERAGE, INC. 9. MARIE CALLENDER WHOLESALERS, INC. 10. MCID, INC. 11. FIV CORP. 12. MACAL INVESTORS, INC. 13. With respect to each of the foregoing, its respective present and former officers, directors, partners, members, investors, managers, employees, agents, representatives, attorneys, and advisors.

EXHIBIT C 1. Asset Purchase Agreement dated as of July 2009 by and between MC Westminster, a California limited partnership, and P&MCS Real Estate Holding, LLC, a Delaware limited liability company, as amended or modified. 2. Ground Lease dated June 25, 1986 (the Ground Lease) between Westminster Investment Group, a California general partnership, predecessor in interest to PK I Pavilions Place, L.P., and MC Westminster, a California limited partnership, as amended or modified, assigned by MC Westminster to P&MCS Real Estate Holding LLC pursuant to the Assignment and Assumption of Lease, dated September 3, 2009 between MC Westminster, a California limited partnership, and P&MCS Real Estate Holding, LLC, a Delaware limited liability company, as amended or modified. 3. The Sublease.

EXHIBIT D PERKINS HOLDCO REPRESENTATIONS AND WARRANTIES

Perkins Holdco represents and warrants as follows: (i) Perkins Holdco is the sole owner of the REH Interests.

(ii) Perkins Holdco has the full limited liability power and authority to transfer the REH Interests. (iii) The transfer of the REH Interests has been duly authorized by all requisite action of Perkins Holdco and will not violate any provision of law, any order of any court or other governmental authority or any provision of any indenture, agreement or other instrument to which Perkins Holdco is a party or by which it is bound. (iv) Except for the pending rejection of the Sublease which could result in a default under the Ground Lease, to the Knowledge of Perkins Holdco, there is no material pending or threatened claim, arbitration proceeding, action, suit, investigation or other proceeding against or involving Real Estate Holding or the Westminster Location that (x) is not known by the Debtors or any employee of a Debtor who was involved in Real Estate Holdings acquisition of the Westminster Location or the business operations of the restaurant located at the Westminster Location or (y) has been disclosed to the Debtors. As used herein, Knowledge means the actual knowledge of David B. Pittaway without any requirement of due inquiry. (v) The REH Interests are being transferred free and clear of all liens, claims and encumbrances (other than those set forth in the Agreement listed on Exhibit C to the Agreement). (vi) The sole purpose of Real Estate Holding was to acquire the Westminster Location and to sublease it to MCPSI pursuant to the agreements referenced in Exhibit C to the Agreement. (vii) Real Estate Holding has not engaged in any other activities or executed any agreements other than those incidental to the purchase, ownership and operation of the Westminster Location, as well as serving as the direct parent of Holding Corp. (viii) [To the Knowledge of Perkins Holdco, Holding Corp. has no indebtedness for borrowed money other than the Citibank Loan.] Notwithstanding anything to the contrary set forth in this Agreement, including the representations and warranties set forth in this Exhibit D, Perkins Holdco makes no representation or warranty as to any actions or agreements entered into by any employee of the Debtor Entities without the Knowledge of David B. Pittaway.