Common use of Real Estate Collateral Clause in Contracts

Real Estate Collateral. The Borrowers shall, and shall cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Incremental Loan Funding Date (or such longer period as the Collateral Agent may agree in its sole discretion), (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (b) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and in form and substance reasonably acceptable to the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related thereto.

Real Estate Collateral. The Borrowers shallObligations shall be secured by Mortgages upon (x) all Real Estate owned by Obligors described on Schedule 7.3 and (y) all leasehold interests in Real Estate described on Schedule 7.3. The Agent may amend Schedule 7.3 from time to time to reflect thereon any Real Estate that constitutes Eligible Real Estate. The Mortgages shall be duly recorded, and at Borrowers’ expense, in each office where such recording is required to constitute a fully perfected Lien on the Real Estate covered thereby. If any Obligor acquires (or otherwise desires to mortgage) any fee or leasehold interest in any Real Estate after the Fifth Amendment Closing Date, the Borrower Agent shall cause their respective Subsidiaries towithin ten (10) Business Days furnish to Agent a description of any such Real Estate in detail satisfactory to Agent and, deliver to upon written request of Agent (or the Collateral Agent as soon as practicable and at the election of the Borrower Agent), the applicable Obligor shall forthwith (but in any event within 90 calendar days after the Incremental Loan Funding Date sixty (or such longer period as the Collateral Agent may agree in its sole discretion60) days), (ai), execute, deliver and record a Mortgage sufficient to create a first priority perfected Lien (or, where such Real Estate is subject to Permitted Purchase Money Debt and the documents evidencing such Debt permit Agent to hold a lien junior in priority on such Real Estate, a Lien junior in priority) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide favor of Agent on such Mortgage remains in full force Real Estate and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable (ii) deliver all Related Real Estate Documents. Notwithstanding anything to the contrary in this Section 7.3, the Agent agrees that it shall not request that any Obligor mortgage to the Agent any Real Estate (i) encumbered by Permitted Purchase Money Debt, the terms of which expressly prohibit a Lien junior in priority on such Real Estate or (ii) having a value of less than (x) $5,000,000, individually or (y) $25,000,000, in the aggregate for all such Real Estate; provided that, for the avoidance doubt, the foregoing restriction shall not obligate the Agent to release any Lien on Real Estate or other Collateral in existence on the Fourth Amendment Closing Date. The Agent may amend Schedule 7.3 from time to time to reflect thereon any Real Estate that constitutes EligibleNotwithstanding anything in this Loan Agreement (including this Section 7.3) or any other Loan Document to the contrary, no Obligor shall deliver, execute or record any Mortgage pursuant to this Section 7.3 until the Agent and each Tranche A Lender shall have confirmed (such confirmation not to be unreasonably withheld, conditioned or delayed) that it has completed its counsel in all respects, (b) endorsements to the mortgagee’s title flood insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, due diligence and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent flood insurance compliance with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and in form and substance reasonably acceptable to the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related theretoReal Estate.

Real Estate Collateral. The Borrowers shall, and shall cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Incremental Loan Funding Date (or such longer period as the Collateral Agent may agree in its sole discretion), (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (b) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and in form and substance reasonably acceptable to the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided that if and to the extent that on or prior to the Incremental Loan Funding Date the Borrowers deliver to the Collateral Agent (x) an opinion of local counsel in form and substance reasonably acceptable to the Collateral Agent affirming that no amendment to an existing Mortgage is necessary for such Mortgage to remain in full force and effect and to secure the Obligations, as modified by the transactions contemplated by this Incremental Amendment, as well as (y) a title report (or title update) showing no Liens, other than Liens permitted by the applicable Mortgage, have arisen with respect to such property since the date of the latest title policy or date-down endorsement, then the Collateral Agent will accept such deliveries in lieu of the requirements set forth in clauses (a) through (d) of this sentence with respect to such property. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related thereto.

Real Estate Collateral. The Borrowers shallObligations shall be secured by Mortgages upon (x) all Real Estate owned by Obligors described on Schedule 7.3 and (y) all leasehold interests in Real Estate described on Schedule 7.3. The Mortgages shall be duly recorded, and at Borrowers’ expense, in each office where such recording is required to constitute a fully perfected Lien on the Real Estate covered thereby. If any Obligor acquires (or otherwise desires to mortgage) any fee or leasehold interest in any Real Estate after the Closing Date, the Borrower Agent shall cause their respective Subsidiaries towithin ten (10) Business Days furnish to Agent a description of any such Real Estate in detail satisfactory to Agent and, deliver to upon written request of Agent (or the Collateral Agent as soon as practicable and at the election of the Borrower Agent), the applicable Obligor shall forthwith (but in any event within 90 calendar days after the Incremental Loan Funding Date sixty (or such longer period as the Collateral Agent may agree in its sole discretion60) days), (ai) an amendment execute, deliver and record a Mortgage sufficient to each Mortgage encumbering create a first priority perfected Lien (or, where such Real Estate is subject to Permitted Purchase Money Debt and the Mortgaged Properties documents evidencing such Debt permit Agent to hold a lien junior in form suitable for recording that shall provide priority on such Mortgage remains Real Estate, a Lien junior in full force priority) in favor of Agent on such Real Estate and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable (ii) deliver all Related Real Estate Documents. Notwithstanding anything to the Collateral contrary in this Section 7.3, the Agent and its counsel in all respects, (b) endorsements agrees that it shall not request that any Obligor mortgage to the mortgagee’s title insurance policies reflecting Agent any Real Estate (i) encumbered by Permitted Purchase Money Debt, the amendment to terms of which expressly prohibit a Lien junior in priority on such Real Estate or (ii) having a value of less than (x) $5,000,000, individually or (y) $25,000,000, in the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Propertiesaggregate for all such Real Estate; provided that, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of avoidance doubt, the foregoing restriction shall not obligate the Agent to release any Lien on Real Estate or other Collateral Agent with respect to in existence on the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and in form and substance reasonably acceptable to the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Fourth Amendment Closing Date. The Agent may reasonably request amend Schedule 7.3 from time to affirm, secure, renew or perfect the liens of the Mortgages as amended. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including time to reflect thereon any recording charges, taxes, or other associated costs related theretoReal Estate that constitutes Eligible Real Estate.

Real Estate Collateral. The Borrowers shallIn the event that following the Issue Date, and any Grantor shall cause their respective Subsidiaries toacquire any fee simple ownership interest in any parcel of Real Property (except to the extent subject to a Lien permitted by clauses (d), deliver (g), (j) or (p) (as it relates to any of the foregoing) of the definition of “Permitted Liens” in the Indenture to the extent the documentation relating to such Lien prohibits the granting of a Lien thereon to secure the Secured Obligations) with a Fair Market Value in excess of $5,000,000 as of the date of acquisition (a “Specified Real Property”), such Grantor shall provide a Mortgage in favor of the Collateral Agent as soon as practicable and in such Specified Real Property within 120 days following the date of acquisition thereof. In the event that any event within 90 calendar days after Permitted Additional Pari Passu Obligations are incurred following the Incremental Loan Funding Date (or such longer period as date any Mortgage is provided, the Grantors shall notify the Collateral Agent thereof in writing and within 120 days following such incurrence take all such action as may agree be reasonably required to amend each then existing Mortgage in its sole discretion)order to ensure that such Permitted Additional Pari Passu Obligations are secured by such Mortgage. In connection with the provision of any new Mortgage or any amendment to any Mortgage pursuant to this Section 3, the related Grantors will provide (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording Opinion of Counsel stating that shall provide such Mortgage remains creates an enforceable Lien on the applicable Specified Real Property in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (b) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit favor of the Collateral Agent with respect or, if applicable, the relevant Additional Pari Passu Agent, to secure the Secured Obligations, subject to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall requireassumptions and qualifications specified therein, and (b) UCC-1 fixture filings relating to such Specified Real Property filed in form and substance reasonably acceptable to the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related theretoappropriate filing office.

Real Estate Collateral. The Borrowers shallObligations shall also be secured by (i) Mortgages and fixture filings upon all Mortgaged Property and Fixtures owned by each Grantor and listed on Schedule 2.2 and (ii) to the extent not excluded from “Collateral” pursuant to clause (i) of Section 2.1, all Real Property acquired in fee simple following the Issue Date with a book value of $2.0 million or more as of the date of acquisition (or, if later, upon the date of acquisition or completion of construction of any improvements thereon) (a “Specified Real Property”) and the Grantors shall provide a Mortgage in favor of the Agent in any Specified Real Property within 90 days following the date of acquisition thereof (or, if later, upon the date such Real Property becomes a Specified Real Property) subject only to those encumbrances and such other similar items which Grantors determine in good faith are consistent with those permitted to exist on the Mortgaged Property on the Issue Date. The amount of Obligations secured by any Real Property which becomes a Mortgaged Property following the Issue Date may be limited to an amount equal to at least 100% of the Fair Market Value of such Mortgaged Property in the event that securing a greater principal amount of Obligations would require the payment of recording or similar taxes in excess of $5,000. In the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Date, the Grantors shall notify the Agent thereof in writing and take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Note Obligations. In connection with the provision of any Mortgage or any amendment to any Mortgage pursuant this Section 2.2, the related Grantors will provide (i) an opinion of counsel which the Grantors determine in good faith to be consistent with those provided on the Issue Date, (ii) a title insurance policy (or amendments to existing title insurance policy) providing title insurance in an amount determined in good faith by the Company to be consistent with the manner in which the amounts were determined on the Issue Date and including such endorsements, exceptions and other similar items which the Grantors determine in good faith are consistent with those provided on the Issue Date, (iii) evidence of flood insurance, if such property is located in a special flood hazard area, (iv) survey (or an existing survey together with an “affidavit of no change” to the extent necessary for the title insurance company to issue the title insurance policy without the so called standard “survey” exception and with all survey related endorsements consistent with those provided on the Issue Date), and shall cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Incremental Loan Funding Date (or such longer period as the Collateral Agent may agree in its sole discretion), (av) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (b) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as items which the Collateral Agent shall require, and Grantors determine in form and substance reasonably acceptable to good faith are consistent with those provided on the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related theretoIssue Date.

Real Estate Collateral. The Borrowers shall, and shall cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Incremental Loan Funding Amendment No. 3 Effective Date (or such longer period as the Collateral Agent may agree in its sole discretion), (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (b) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and in form and substance reasonably acceptable to the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided that if and to the extent that on or prior to the Amendment No. 3 Effective Date the Borrowers deliver to the Collateral Agent (x) an opinion of local counsel in form and substance reasonably acceptable to the Collateral Agent affirming that no amendment to an existing Mortgage is necessary for such Mortgage to remain in full force and effect and to secure the Obligations, as modified by the transactions contemplated by this Amendment, as well as (y) a title report (or title update) showing no Liens, other than Liens permitted by the applicable Mortgage, have arisen with respect to such property since the date of the latest title policy or date-down endorsement, then the Collateral Agent will accept such deliveries in lieu of the requirements set forth in clauses (a) through (d) of this sentence with respect to such property. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related thereto.

Real Estate Collateral. The Borrowers shall, Obligations shall also be secured by (i) Mortgages and shall cause their respective Subsidiaries to, deliver Fixtures upon all Mortgaged Property and Fixtures owned by each Grantor and listed on Schedule 2.3 and (ii) to the Collateral extent not excluded from “Collateral” pursuant to clause (i) of the last paragraph of Section 2.1, all Real Property acquired in fee simple following the Issue Date with a book value of $10,000,000 or more as of the date of acquisition (or, if later, upon the date of acquisition or completion of construction of any improvements thereon) (a “Specified Real Property”) and the Grantors shall provide a Mortgage in favor of the Agent as soon as practicable and in any event Specified Real Property within 90 calendar days after following the Incremental Loan Funding date of acquisition thereof (or, if later, upon the date such Real Property becomes a Specified Real Property). The amount of Obligations secured by any Real Property which becomes a Mortgaged Property following the Issue Date (may be limited to an amount equal to at least 100% of the Fair Market Value of such Mortgaged Property in the event that securing a greater principal amount of Obligations would require the payment of recording or similar taxes in excess of $5,000. In the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Date, the Grantors shall notify the Agent thereof in writing and take all such longer period action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Collateral Agent may agree in its sole discretion)Note Obligations. In connection with the provision of any new Mortgage or any amendment to any Mortgage pursuant to this Section 2.3, the related Grantors will provide (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be opinion of counsel in form and substance reasonably acceptable to consistent with those provided on the Collateral Agent and its counsel in all respectsIssue Date, (b) endorsements to UCC-1 fixture filings, (c) title searches in form and substance consistent with those provided on the mortgagee’s Issue Date conducted by a title insurance policies reflecting the amendment to the insured Mortgage as well as insurer which reflects that such Mortgaged Property is free and clear of all defects and encumbrances except Permitted Collateral Liens, (d) a date down endorsement in respect “Life of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and Loan” Federal Emergency Management Agency Standard Flood Hazard Determination in each case in form and substance reasonably satisfactory to consistent with those provided on the Collateral AgentIssue Date and, if applicable, evidence of flood insurance, (ce) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and ExpressMaps issued by FirstAmerican Title Insurance Company ExpressMap Division in form and substance reasonably acceptable consistent with those provided on the Issue Date together with a written certificate executed by an officer of the Company stating that the material improvements utilized in connection with each Mortgaged Property to such officer’s knowledge, after due inquiry, are located within such Mortgaged Property as depicted on the Collateral Agent ExpressMap within the boundaries of such Mortgaged Property as depicted on such ExpressMap and (df) such further documents, instruments, acts or agreements as other items which the Collateral Agent may reasonably request to affirm, secure, renew or perfect Grantors determine in good faith are consistent with those provided on the liens of the Mortgages as amended. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related theretoIssue Date.

Real Estate Collateral. The Borrowers shallObligations shall be secured by Mortgages upon (x) all Real Estate owned by Obligors described on Schedule 7.3 and (y) all leasehold interests in Real Estate described on Schedule 7.3. The Mortgages shall be duly recorded, and at Borrowers’ expense, in each office where such recording is required to constitute a fully perfected Lien on the Real Estate covered thereby. If any Obligor acquires (or otherwise desires to mortgage) any fee or leasehold interest in any Real Estate after the Closing Date, the Borrower Agent shall cause their respective Subsidiaries towithin ten (10) Business Days furnish to Agent a description of any such Real Estate in detail satisfactory to Agent and, deliver to upon written request of Agent (or the Collateral Agent as soon as practicable and at the election of the Borrower Agent), the applicable Obligor shall forthwith (but in any event within 90 calendar days after the Incremental Loan Funding Date sixty (or such longer period as the Collateral Agent may agree in its sole discretion60) days), (ai) an amendment execute, deliver and record a Mortgage sufficient to each Mortgage encumbering create a first priority perfected Lien (or, where such Real Estate is subject to Permitted Purchase Money Debt and the Mortgaged Properties documents evidencing such Debt permit Agent to hold a lien junior in form suitable for recording that shall provide priority on such Mortgage remains Real Estate, a Lien junior in full force priority) in favor of Agent on such Real Estate and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable (ii) deliver all Related Real Estate Documents. Notwithstanding anything to the Collateral contrary in this Section 7.3, the Agent and its counsel in all respects, (b) endorsements agrees that it shall not request that any Obligor mortgage to the mortgagee’s title insurance policies reflecting Agent any Real Estate (i) encumbered by Permitted Purchase Money Debt, the amendment to terms of which expressly prohibit a Lien junior in priority on such Real Estate or (ii) having a value of less than (x) $5,000,000, individually or (y) $25,000,000, in the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located aggregate for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with all such other opinions as the Collateral Agent shall require, and in form and substance reasonably acceptable to the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Real Estate. The Agent may reasonably request amend Schedule 7.3 from time to affirm, secure, renew or perfect the liens of the Mortgages as amended. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including time to reflect thereon any recording charges, taxes, or other associated costs related theretoReal Estate that constitutes Eligible Real Estate.”

Real Estate Collateral. The Borrowers shall, and shall cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Incremental Loan Funding Amendment No. 4 Effective Date (or such longer period as the Collateral Agent may agree in its sole discretion), (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (b) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and in form and substance reasonably acceptable to the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided that if and to the extent that on or prior to the Amendment No. 4 Effective Date the Borrowers deliver to the Collateral Agent (x) an opinion of local counsel in form and substance reasonably acceptable to the Collateral Agent affirming that no amendment to an existing Mortgage is necessary for such Mortgage to remain in full force and effect and to secure the Obligations, as modified by the transactions contemplated by this Amendment, as well as (y) a title report (or title update) showing no Liens, other than Liens permitted by the applicable Mortgage, have arisen with respect to such property since the date of the latest title policy or date-down endorsement, then the Collateral Agent will accept such deliveries in lieu of the requirements set forth in clauses (a) through (d) of this sentence with respect to such property. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related thereto.