Common use of Confirmation of Representations and Warranties Clause in Contracts

Confirmation of Representations and Warranties. (a) The Borrower hereby represents and warrants that all representations and warranties contained in Article V of the Third Amended and Restated Credit Agreement and each other Loan Document (other than the Third Amended and Restated Credit Agreement) to which it is a party are true and correct in all material respects on and as of the Restructuring Effective Date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Each Credit Party (other than the Borrower) hereby represents and warrants, on and as of the Restructuring Effective Date, that the representations and warranties contained in the Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) Each Credit Party represents and warrants, on and as of the Restructuring Effective Date, that (a) it has the requisite power to execute and deliver this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization) and any Mortgage Related Document to which it is a party, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party and the consummation of the Restructuring Transactions contemplated hereby has been duly and validly taken and (b) this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party have been duly authorized, executed and delivered by it. (d) Each Credit Party (other than the Borrower) hereby acknowledges that it has been provided with a copy of each of the Third Amended and Restated Credit Agreement and the other Loan Documents. (e) Each Credit Party hereby represents and warrants that (a) immediately prior to the occurrence of the Restructuring Effective Date, no Default has occurred and is continuing under Section 8.01(a) of the Original Credit Agreement and (b) on the Restructuring Effective Date after giving effect to the transactions contemplated hereby, no event has occurred and is continuing that constitutes a Default.

Confirmation of Representations and Warranties. (a) The Borrower hereby represents and warrants confirms that all of the representations and warranties contained set forth in Article V the Loan Agreement and the other Loan Documents are true, correct and complete in all material respects as though made on and as of the Third Amended date hereof, except to the extent such representations and Restated Credit Agreement warranties specifically relate to an earlier date, in which case such representations and each other Loan Document (other than the Third Amended warranties were true, correct and Restated Credit Agreement) to which it is a party are true and correct complete in all material respects on and as of the Restructuring Effective Date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; and provided . The Borrower each hereby further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct confirms (after giving effect to any qualification thereini) in all respects on such respective dates. (b) Each Credit Party (other than the Borrower) hereby represents and warrants, on and as of the Restructuring Effective Date, that the representations and warranties contained in the Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof, the Loan Agreement, the Loan Documents, other documents required pursuant thereto and security interests and Liens created thereby are in full force and effect; provided that to (ii) the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct Borrower is in all material respects as of such earlier datecompliance with all, and provided further that not in violation, breach or default of any, covenants, agreements and/or other provisions of any representation of the Loan Agreement and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true Loan Documents; and correct (iii) after giving effect to any qualification therein) in all respects on such respective dates. (c) Each Credit Party this Amendment, no Event of Default has occurred and is continuing. The Borrower represents and warrants, on and as of the Restructuring Effective Date, warrants that (a1) the execution, delivery and performance of this Amendment have been duly authorized by all necessary action, (2) it has duly executed and delivered this Amendment and the requisite power to execute and deliver this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization) and any Mortgage Related Document other Loan Documents to which it is a party, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance (3) each of this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party and the consummation of the Restructuring Transactions contemplated hereby has been duly and validly taken and (b) this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party have been duly authorized, executed and delivered by it. (d) Each Credit Party (other than the Borrower) hereby acknowledges that it has been provided with a copy of each of the Third Amended and Restated Credit Agreement and the other Loan Documents. (e) Each Credit Party hereby represents Documents is a legal, valid and warrants that (a) immediately prior to the occurrence binding obligation of the Restructuring Effective Date, no Default has occurred Borrower and is continuing under Section 8.01(a) constitutes the binding obligations of the Original Credit Agreement Borrower, each enforceable in accordance with their respective terms, except in each case as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and (b) on the Restructuring Effective Date after giving effect equitable principles relating to the transactions contemplated hereby, no event has occurred and is continuing that constitutes a Defaultor affecting creditors’ rights.

Confirmation of Representations and Warranties. The Borrowers hereby represent and warrant, on the date hereof and as of the Fifth Amendment Effective Date, that (ai) The Borrower hereby represents and warrants that all the representations and warranties contained in Article V of the Third Amended and Restated Credit Agreement and each the other Loan Document (other than the Third Amended and Restated Credit Agreement) to which it is a party Documents are true and correct in all material respects on and as of the Restructuring Effective Date; provided that such date, both immediately before and after giving effect to this Amendment (except to the extent that that: (X) any such representations and warranties specifically refer representation or warranty is expressly stated to an earlier have been made as of a specific date, they in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification thereinY) in all respects on such respective dates. (b) Each Credit Party (other than the Borrower) hereby represents and warrants, on and as of the Restructuring Effective Date, that the representations and warranties contained in Section 5.10 of the Loan Documents to which it is a party Credit Agreement are not true and correct in all material respects on and as a result of the date hereof; provided that items set forth in Borrowers’ SEC Form 8-K dated January 27, 2010 with respect to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) Each Credit Party represents and warrants, on and as of the Restructuring Effective Date, that (a) it has the requisite power to execute and deliver this Amendment, the New MLP Guaranty, the Intercreditor Agreement (NotesBorrowers’ refund anticipation loan program), the Intercreditor Agreement (Securitization) and any Mortgage Related Document to which it is a party, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party and the consummation of the Restructuring Transactions contemplated hereby has been duly and validly taken and (bii) this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party have Amendment has been duly authorized, executed and delivered by it. the Borrowers and constitutes the legal, valid and binding obligation of the Borrowers enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or by principles of good faith and fair dealing (dregardless of whether enforcement is sought in equity or at law); (iii) Each they have delivered to the Administrative Agent the Definitive Documentation required to be delivered pursuant to Section 9.1(o) of the Credit Party Agreement (other than the Borrower) hereby acknowledges that it as such section has been provided with a copy amended by this Amendment) and (iv) no Default or Event of each of Default shall have occurred and be continuing on the Third Amended and Restated Credit Agreement and the other Loan Documents. (e) Each Credit Party hereby represents and warrants that (a) immediately prior to the occurrence of the Restructuring Fifth Amendment Effective Date, no Default has occurred and is continuing under Section 8.01(a) of the Original Credit Agreement and (b) on the Restructuring Effective Date after giving effect to the transactions contemplated hereby, no event waivers set forth in Article II of this Amendment. The Administrative Agent and undersigned Lenders acknowledge Administrative Agent has occurred and is continuing that constitutes a Defaultreceived the Definitive Documentation required to be delivered pursuant to Section 9.1(o) of the Credit Agreement (as such section has been amended by this Amendment).

Confirmation of Representations and Warranties. (a) The Borrower Each Credit Party hereby represents and warrants warrants, on and as of the Consent Effective Date and the Third Amendment Effective Date, that all (i) the representations and warranties applicable to such Credit Party contained in Article V of the Third Amended and Restated Credit Agreement and each the other Loan Document (other than the Third Amended and Restated Credit Agreement) to which it is a party Documents are true and correct in all material respects on and as of the Restructuring Consent Effective Date and the Third Amendment Effective Date; provided that , both immediately before and after giving effect to the applicable provisions of this Amendment (except to the extent that any such representations and warranties specifically refer representation or warranty is expressly stated to an earlier have been made as of a specific date, they in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Each Credit Party (other than the Borrower) hereby represents and warrants, on and as of the Restructuring Effective Date, that the representations and warranties contained in the Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) Each Credit Party represents and warrants, on and as of the Restructuring Effective Date, that (a) it has the requisite power to execute and deliver this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization) and any Mortgage Related Document to which it is a party, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party and the consummation of the Restructuring Transactions contemplated hereby has been duly and validly taken and (bii) this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party have Amendment has been duly authorized, executed and delivered by it. (d) Each such Credit Party and constitutes the legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, subject to general principles of equity (other than regardless of whether considered in a proceeding in equity or at law) and to applicable bankruptcy, insolvency, and similar laws affecting the Borrowerenforcement of creditors’ rights generally, (iii) hereby acknowledges that it has been provided with a copy no Default or Event of each of Default shall have occurred and be continuing on the Consent Effective Date and the Third Amended and Restated Credit Agreement and the other Loan Documents. (e) Each Credit Party hereby represents and warrants that (a) immediately prior to the occurrence of the Restructuring Amendment Effective Date, no Default has occurred both immediately before and is continuing under Section 8.01(a) of the Original Credit Agreement and (b) on the Restructuring Effective Date after giving effect to the transactions contemplated herebyapplicable provisions of this Amendment, no event (iv) the Credit Parties have heretofore furnished to the Administrative Agent true and complete copies of the Amalgamation Agreement (including all exhibits and schedules) and all amendments, modifications and waivers relating thereto (collectively, the “Amalgamation Documents”) and (v) as of the Third Amendment Effective Date, none of the Amalgamation Documents has occurred been amended, modified or supplemented, nor any condition or provision thereof waived, in each case in a manner materially adverse to the Lenders other than as approved by the Administrative Agent with the consent of the Required Lenders, and each such Amalgamation Document is continuing that constitutes a Defaultin full force and effect, to the extent applicable.

Confirmation of Representations and Warranties. The Borrowers hereby represent and warrant, on the date hereof and as of the Seventh Amendment Effective Date, that (ai) The Borrower hereby represents and warrants that all the representations and warranties contained in Article V of the Third Amended and Restated Credit Agreement and each the other Loan Document (other than the Third Amended and Restated Credit Agreement) to which it is a party Documents are true and correct in all material respects on and as of the Restructuring Effective Date; provided that such date, both immediately before and after giving effect to this Amendment (except to the extent that that: (X) any such representations and warranties specifically refer representation or warranty is expressly stated to an earlier have been made as of a specific date, they in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification thereinY) in all respects on such respective dates. (b) Each Credit Party (other than the Borrower) hereby represents and warrants, on and as of the Restructuring Effective Date, that the representations and warranties contained in Section 5.10 of the Loan Documents to which it is a party Credit Agreement are not true and correct in all material respects on and as a result of the date hereof; provided that items set forth in Borrowers’ SEC Form 8-K dated January 27, 2010 with respect to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) Each Credit Party represents and warrants, on and as of the Restructuring Effective Date, that (a) it has the requisite power to execute and deliver this Amendment, the New MLP Guaranty, the Intercreditor Agreement (NotesBorrowers’ refund anticipation loan program), the Intercreditor Agreement (Securitization) and any Mortgage Related Document to which it is a party, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party and the consummation of the Restructuring Transactions contemplated hereby has been duly and validly taken and (bii) this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party have Amendment has been duly authorized, executed and delivered by it. (d) Each Credit Party (other than the Borrower) hereby acknowledges that it has been provided with a copy of each Borrowers and constitutes the legal, valid and binding obligation of the Third Amended Borrowers enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, by general equitable principles or by principles of good faith and Restated Credit Agreement and the other Loan Documents. fair dealing (eregardless of whether enforcement is sought in equity or at law); (iii) Each Credit Party hereby represents and warrants that (a) immediately prior to the occurrence of the Restructuring Effective Date, no Default has or Event of Default shall have occurred and is be continuing under Section 8.01(a) of the Original Credit Agreement and (b) on the Restructuring Seventh Amendment Effective Date after giving effect thereto; and (iv) all bonuses contemplated to be paid pursuant to the transactions contemplated herebyInterim Budget prior to the Restructuring Date are in accordance with the Credit Parties' bonus plans, no event has occurred are not payable to senior management of any Credit Party and is continuing that constitutes a Defaulthave been approved by the Credit Parties’ Board of Directors.

Confirmation of Representations and Warranties. (a) The Parent and each Borrower hereby represents and warrants that all to Agent and each member of the Lender Group on a joint and several basis, that, as of the date hereof: (a) The representations and warranties contained set forth in Article V of the Third Amended and Restated Credit Agreement and each in the other Loan Document (other than the Third Amended and Restated Credit Agreement) Documents, each as amended to which it is a party date, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as the date hereof, with the same effect as if made on and as of the Restructuring Effective Date; provided that date hereof, except to the extent that such representations and warranties specifically expressly refer to an earlier date, in which case they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date; . The disclosure schedules to the Credit Agreement are amended and provided further that any representation restated by the updated disclosure schedules to the Credit Agreement, attached hereto as Exhibit A, each of which is true, complete and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language correct in all material respects and shall be true and correct (after giving effect to any qualification therein) in deemed a part of the Credit Agreement for all respects on such respective datespurposes of the Credit Agreement. (b) Each Credit Party (other than the Borrower) hereby represents and warrants, on and as of the Restructuring Effective Date, that the The representations and warranties contained set forth in the Loan Documents that certain Guaranty and Security Agreement, each as amended to which it is a party date, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as the date hereof, with the same effect as if made on and as of the date hereof; provided that , except to the extent that such representations and warranties specifically expressly refer to an earlier date, in which case they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date. The schedules to the Guaranty and Security Agreement are amended and restated by the updated schedules to the Guaranty and Security Agreement, attached hereto as Exhibit B, each of which is true, complete and provided further that any representation correct in all material respects and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true deemed a part of the Guaranty and correct (after giving effect to any qualification therein) in Security Agreement for all respects on such respective datespurposes of the Guaranty and Security Agreement. (c) Each Credit Party represents This Amendment and warrants, on and as of the Restructuring Effective Date, that (a) it has the requisite power to execute and deliver this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization) and any Mortgage Related Document to which it is a party, and all corporate or each other action required to be taken document delivered by it for the due in connection herewith has been duly executed and proper authorizationdelivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, 7 moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (d) The execution, delivery and performance of this AmendmentAmendment has been duly authorized by all requisite limited liability company or corporate action, as applicable, on the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), part of Parent and each Mortgage Related Document Borrower. This Amendment and each other Loan Document to which document delivered by it is a party and the consummation of the Restructuring Transactions contemplated hereby in connection herewith has been duly and validly taken and (b) this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party have been duly authorized, executed and delivered to Agent and Lenders by it. (d) Each Credit Party (other than the Borrower) hereby acknowledges that it has been provided Parent and each Borrower and each is enforceable in accordance with a copy of each of the Third Amended its terms and Restated Credit Agreement is in full force and the other Loan Documentseffect. (e) Each Credit Party hereby represents and warrants that (a) immediately prior Other than with respect to the occurrence of the Restructuring Effective DateSpecified Default, no Default or Event of Default has occurred and is continuing under Section 8.01(a) on and as of the Original Credit Agreement and (b) on date hereof or would exist upon the Restructuring Effective Date after giving effect to consummation of the transactions contemplated herebyby this Amendment. (f) Except with respect to the Exception, no event has occurred and is continuing that constitutes the N.L.T. Spine Acquisition does otherwise comply in all respects with each of the requirements for a DefaultPermitted Acquisition set forth in the Credit Agreement.

Confirmation of Representations and Warranties. (a) The Borrower Each Credit Party hereby represents and warrants warrants, on and as of the Consent Effective Date and the First Amendment Effective Date, that all (i) the representations and warranties applicable to such Credit Party contained in Article V of the Third Amended and Restated Credit Agreement and each the other Loan Document (other than the Third Amended and Restated Credit Agreement) to which it is a party Documents are true and correct in all material respects on and as of the Restructuring Consent Effective Date and the First Amendment Effective Date; provided that , both immediately before and after giving effect to the applicable provisions of this Amendment (except to the extent that any such representations and warranties specifically refer representation or warranty is expressly stated to an earlier have been made as of a specific date, they in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Each Credit Party (other than the Borrower) hereby represents and warrants, on and as of the Restructuring Effective Date, that the representations and warranties contained in the Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) Each Credit Party represents and warrants, on and as of the Restructuring Effective Date, that (a) it has the requisite power to execute and deliver this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization) and any Mortgage Related Document to which it is a party, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party and the consummation of the Restructuring Transactions contemplated hereby has been duly and validly taken and (bii) this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party have Amendment has been duly authorized, executed and delivered by it. (d) Each such Credit Party and constitutes the legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, subject to general principles of equity (other than regardless of whether considered in a proceeding in equity or at law) and to applicable bankruptcy, insolvency, and similar laws affecting the Borrowerenforcement of creditors’ rights generally, (iii) hereby acknowledges that it has been provided with a copy no Default or Event of each of Default shall have occurred and be continuing on the Third Amended and Restated Credit Agreement Consent Effective Date and the other Loan Documents. (e) Each Credit Party hereby represents and warrants that (a) immediately prior to the occurrence of the Restructuring First Amendment Effective Date, no Default has occurred both immediately before and is continuing under Section 8.01(a) of the Original Credit Agreement and (b) on the Restructuring Effective Date after giving effect to the transactions contemplated herebyapplicable provisions of this Amendment, no event (iv) the Credit Parties have heretofore furnished to the Administrative Agent true and complete copies of the Amalgamation Agreement (including all exhibits and schedules) and all amendments, modifications and waivers relating thereto (collectively, the “Amalgamation Documents”) and (v) as of the First Amendment Effective Date, none of the Amalgamation Documents has occurred been amended, modified or supplemented, nor any condition or provision thereof waived, in each case in a manner materially adverse to the Lenders other than as approved by the Administrative Agent with the consent of the Required Lenders, and each such Amalgamation Document is continuing that constitutes a Defaultin full force and effect, to the extent applicable.

Confirmation of Representations and Warranties. Each Loan Party hereby represents and warrants to Agent and Lender, on a joint and several basis, that, as of the date hereof: (a) The Borrower hereby represents and warrants that all representations and warranties contained set forth in Article V of the Third Amended and Restated Credit Agreement and each in the other Loan Document (other than the Third Amended and Restated Credit Agreement) Documents, each as amended to which it is a party date, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as the date hereof, with the same effect as if made on and as of the Restructuring Effective Date; provided that date hereof, except to the extent that such representations and warranties specifically expressly refer to an earlier date, in which case they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date; and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Each Credit Party (other than the Borrower) hereby represents and warrants, on and as of the Restructuring Effective Date, that the The representations and warranties contained set forth in the Loan Documents to which it is a party Guaranty and Security Agreement, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as the date hereof, with the same effect as if made on and as of the date hereof; provided that , except to the extent that such representations and warranties specifically expressly refer to an earlier date, in which case they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.. DM3\7661109.4 7 (c) Each Credit Party represents This Amendment and warrants, on and as of the Restructuring Effective Date, that (a) it has the requisite power to execute and deliver this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization) and any Mortgage Related Document to which it is a party, and all corporate or each other action required to be taken document delivered by it for the due in connection herewith has been duly executed and proper authorizationdelivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (d) The execution, delivery and performance of this AmendmentAmendment has been duly authorized by all requisite limited liability company, partnership or corporate action, as applicable, on the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), part of each Mortgage Related Document Loan Party. This Amendment and each other Loan Document to which document delivered by it is a party and the consummation of the Restructuring Transactions contemplated hereby in connection herewith has been duly and validly taken and (b) this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party have been duly authorized, executed and delivered to Agent by it. (d) Each Credit Party (other than the Borrower) hereby acknowledges that it has been provided each Borrower and each Guarantor and each is enforceable in accordance with a copy of each of the Third Amended its terms and Restated Credit Agreement is in full force and the other Loan Documentseffect. (e) Each Credit Party hereby represents and warrants that (a) immediately prior to the occurrence No Default or Event of the Restructuring Effective Date, no Default has occurred and is continuing under Section 8.01(a) on and as of the Original Credit Agreement and (b) on date hereof or would exist upon the Restructuring Effective Date after giving effect to consummation of the transactions contemplated hereby, no event has occurred and is continuing that constitutes a Defaultby this Amendment.

Confirmation of Representations and Warranties. The Borrowers hereby represent and warrant, on the date hereof and as of the Fourth Amendment Effective Date, that (ai) The Borrower hereby represents and warrants that all the representations and warranties contained in Article V of the Third Amended and Restated Credit Agreement and each the other Loan Document (other than the Third Amended and Restated Credit Agreement) to which it is a party Documents are true and correct in all material respects on and as of the Restructuring Effective Date; provided that such date, both immediately before and after giving effect to this Amendment (except to the extent that that: (X) any such representations and warranties specifically refer representation or warranty is expressly stated to an earlier have been made as of a specific date, they in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification thereinY) in all respects on such respective dates. (b) Each Credit Party (other than the Borrower) hereby represents and warrants, on and as of the Restructuring Effective Date, that the representations and warranties contained in Section 5.10 of the Loan Documents to which it is a party Credit Agreement are not true and correct in all material respects on and as a result of the date hereof; provided that items set forth in Borrowers’ SEC Form 8-K dated January 27, 2010 with respect to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) Each Credit Party represents and warrants, on and as of the Restructuring Effective Date, that (a) it has the requisite power to execute and deliver this Amendment, the New MLP Guaranty, the Intercreditor Agreement (NotesBorrowers’ refund anticipation loan program), the Intercreditor Agreement (Securitization) and any Mortgage Related Document to which it is a party, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party and the consummation of the Restructuring Transactions contemplated hereby has been duly and validly taken and (bii) this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party have Amendment has been duly authorized, executed and delivered by it. (d) Each Credit Party (other than the Borrower) hereby acknowledges that it has been provided with a copy of each Borrowers and constitutes the legal, valid and binding obligation of the Third Amended Borrowers enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or by principles of good faith and Restated Credit Agreement fair dealing (regardless of whether enforcement is sought in equity or at law) and (iii) no Default or Event of Default shall have occurred and be continuing on the other Loan Documents. (e) Each Credit Party hereby represents and warrants that (a) immediately prior to the occurrence of the Restructuring Fourth Amendment Effective Date, no Default has occurred both immediately before and is continuing under Section 8.01(a) of the Original Credit Agreement and (b) on the Restructuring Effective Date after giving effect to the transactions contemplated hereby, no event has occurred and is continuing that constitutes a Defaultthis Amendment.

Confirmation of Representations and Warranties. Each Loan Party hereby represents and warrants to Agent and Lender, on a joint and several basis, that, as of the date hereof: (a) The Borrower hereby represents and warrants that all representations and warranties contained set forth in Article V of the Third Amended and Restated Credit Agreement and each in the other Loan Document (other than the Third Amended and Restated Credit Agreement) Documents, each as amended to which it is a party date, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as the date hereof, with the same effect as if made on and as of the Restructuring Effective Date; provided that date hereof, except to the extent that such representations and warranties specifically expressly refer to an earlier date, in which case they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date; and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Each Credit Party This Agreement and each other document delivered by it in connection herewith has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (other than the Borroweri) hereby represents and warrantsbankruptcy, on and as of the Restructuring Effective Dateinsolvency, that the representations and warranties contained in the Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof; provided that to the extent that such representations and warranties specifically refer to an earlier datereorganization, they shall be true and correct in all material respects as of such earlier datefraudulent conveyance or transfer, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” moratorium or similar language shall be true laws affecting creditors’ rights generally and correct (after giving effect to any qualification thereinii) general principles of equity (regardless of whether such enforceability is considered in all respects on such respective datesa proceeding at law or in equity). (c) Each Credit Party represents and warrants, on and as of the Restructuring Effective Date, that (a) it has the requisite power to execute and deliver this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization) and any Mortgage Related Document to which it is a party, and all corporate or other action required to be taken by it for the due and proper authorization, The execution, delivery and performance of this AmendmentAgreement has been duly authorized by all requisite limited liability company, partnership or corporate action, as applicable, on the New MLP Guaranty, the Intercreditor part of each Loan Party. This Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which document delivered by it is a party and the consummation of the Restructuring Transactions contemplated hereby in connection herewith has been duly and validly taken and (b) this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party have been duly authorized, executed and delivered to Agent by iteach Borrower and each is enforceable in accordance with its terms and is in full force and effect. (d) Each Credit Party No Default or Event of Default (other than the BorrowerExisting Event of Default) hereby acknowledges that it has been provided with a copy of each of the Third Amended and Restated Credit Agreement and the other Loan Documents. (e) Each Credit Party hereby represents and warrants that (a) immediately prior to the occurrence of the Restructuring Effective Date, no Default has occurred and is continuing under Section 8.01(a) on and as of the Original Credit Agreement and (b) on date hereof or would exist upon the Restructuring Effective Date after giving effect to consummation of the transactions contemplated hereby, no event has occurred and is continuing that constitutes a Defaultby this Agreement.

Confirmation of Representations and Warranties. The Borrowers hereby represent and warrant, on the date hereof and as of the Sixth Amendment Effective Date, that (ai) The Borrower hereby represents and warrants that all the representations and warranties contained in Article V of the Third Amended and Restated Credit Agreement and each the other Loan Document (other than the Third Amended and Restated Credit Agreement) to which it is a party Documents are true and correct in all material respects on and as of the Restructuring Effective Date; provided that such date, both immediately before and after giving effect to this Amendment (except to the extent that that: (X) any such representations and warranties specifically refer representation or warranty is expressly stated to an earlier have been made as of a specific date, they in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification thereinY) in all respects on such respective dates. (b) Each Credit Party (other than the Borrower) hereby represents and warrants, on and as of the Restructuring Effective Date, that the representations and warranties contained in Section 5.10 of the Loan Documents to which it is a party Credit Agreement are not true and correct in all material respects on and as a result of the date hereof; provided that items set forth in Borrowers’ SEC Form 8-K dated January 27, 2010 with respect to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) Each Credit Party represents and warrants, on and as of the Restructuring Effective Date, that (a) it has the requisite power to execute and deliver this Amendment, the New MLP Guaranty, the Intercreditor Agreement (NotesBorrowers’ refund anticipation loan program), the Intercreditor Agreement (Securitization) and any Mortgage Related Document to which it is a party, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party and the consummation of the Restructuring Transactions contemplated hereby has been duly and validly taken and (bii) this Amendment, the New MLP Guaranty, the Intercreditor Agreement (Notes), the Intercreditor Agreement (Securitization), each Mortgage Related Document and each other Loan Document to which it is a party have Amendment has been duly authorized, executed and delivered by it. (d) Each Credit Party (other than the Borrower) hereby acknowledges that it has been provided with a copy of each Borrowers and constitutes the legal, valid and binding obligation of the Third Amended Borrowers enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or by principles of good faith and Restated Credit Agreement fair dealing (regardless of whether enforcement is sought in equity or at law); and (iii) no Default or Event of Default shall have occurred and be continuing on the other Loan Documents. (e) Each Credit Party hereby represents and warrants that (a) immediately prior to the occurrence of the Restructuring Sixth Amendment Effective Date, no Default has occurred and is continuing under Section 8.01(a) of the Original Credit Agreement and (b) on the Restructuring Effective Date after giving effect to the transactions contemplated hereby, no event has occurred and is continuing that constitutes a Default.