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[Schedule 6.6(b)] sets forth a complete and accurate list of all real estate Leases under which Borrower or any of its Subsidiaries is the lessee on the Closing Date, showing as of such date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such Lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable Laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

[Schedules 6.10], 6.13, 6.17, 6.20(a), 6.20(b), 6.20(c), 11.02 and 11.06(e) are hereby replaced in their entirety with [Schedules 6.10], 6.13, 6.17, 6.20(a), 6.20(b), 6.20(c), 11.02 and 11.06(e) attached hereto, and the title of [Schedule 11.06(e)] appearing in the Table of Contents is hereby amended to replace the reference to “Closing” with a reference to “Third Amendment Effective Date”.

Clause 6.1(f)(ii) of the Receivables Transfer Agreement shall be amended in its entirety to read as follows:

[Exhibit 6.11] of the Original Loan and Security Agreement is hereby deleted in its entirety and replaced with the form of Compliance Certificate attached as Exhibit A to this Amendment.

[Schedule 6.18] attached hereto replaces [Schedule 6.18] attached to the Credit Agreement and is a true, complete and correct listing of the CPCA and all amounts contained therein. as of the date hereof.

Upon the Fourth Amendment Effective Date, [Section 6.1(q)] of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

The Debtors allege that they are exempt from the requirements of section 1123(a)(6) of the Bankruptcy Code because the Reorganized Debtors are not corporations. In any event, the formation documents of the limited liability agreements for the reorganized debtor comply with the prohibitions and requirements of § 1123(a)(6) in the event that they are “corporations” for the purposes of the Bankruptcy Code.

ARTICLE # -- DISTRIBUTIONS AND WITHDRAWALS 7

Article # Miscellaneous 6

Subject to [Sections 6.02(b) and 6.03]3], the shall be responsible for the determination of benefits with respect to the Reinsured Liabilities in accordance with Article X, applicable Law and the terms and conditions of the Reinsured Policies and this Agreement.

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