Common use of Remaking of Representations and Warranties Clause in Contracts

Remaking of Representations and Warranties. The Sunrise Parties hereby certify as of the date hereof that all of the representations and warranties set forth in the Existing Loan Agreement and the Existing Loan Documents to which each is a party are true and correct in all material respects as if remade as of the date hereof, except as set forth on Schedule IV of this Amendment. Notwithstanding the foregoing, all representations and warranties relating to the corporate power and authority of the Dissolved Entities, along with those representations and warranties set forth in Sections 5.22(h) and (i) of the Existing Loan Agreement (collectively, the “Dissolution Reps”), are qualified by the Sunrise Parties’ disclosure of the Dissolution and Winding Up Process. To the extent that, due to such Dissolution and Winding Up Process, such representations and warranties with regard to the Dissolved Entities (including the Dissolution Reps) are incorrect after December 31, 2009 in a material respect with regard to the corporate power and authority of the Dissolved Entities, it shall not constitute a Default or Event of Default hereunder.