Common use of Real Estate Matters Clause in Contracts

Real Estate Matters. Within ninety (90) days of the Amendment No. 1 Effective Date (unless waived or extended by the Administrative Agent in its discretion), with respect to each Mortgaged Fee Property, the Administrative Agent shall have received the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: (a) email correspondence from local counsel in the jurisdiction in which the Mortgaged Fee Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in the Mortgage), including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (ii) no other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (b) such other documentation with respect to each Mortgaged Fee Property as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Administrative Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certifications, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law;

Real Estate Matters. Within ninety (90) days of the Amendment No. 1 4 Effective Date (unless waived or extended by the Administrative Agent in its discretion), with respect to each Mortgaged Fee Property, the Administrative Agent shall have received the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: (a) email correspondence from local counsel in the jurisdiction in which the Mortgaged Fee Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in the Mortgage), including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (ii) no other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (b) such other documentation with respect to each Mortgaged Fee Property as shall confirm the enforceability, validity and perfection of the lien in favor of the Collateral Agent for the benefit of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Administrative Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certifications, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion, addressed to the Administrative Agent, the Collateral Agent and the Secured Parties covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage as amended by the Mortgage Amendment; (iii) a date down endorsement (or other title product where a date down is not available in the applicable jurisdiction) to the existing Title Policy, which shall reasonably assure the Administrative Agent as of the date of such endorsement that the real property subject to the lien of such Mortgage is free and clear of all defects and encumbrances except for Permitted Liens; (iv) evidence of payment by the Borrower of all search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the Title Company to issue the endorsement (or other title product) contemplated above and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the title policy contemplated above. as Co-Syndication Agents, as Co-Documentation Agents SECTION 1 DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional and Interpretive Provisions 55 SECTION 2 AMOUNT AND TERMS OF COMMITMENTS 57 2.1 Euro Term B-2 Loans and Term B-4 Loans 57 2.2 Notes 57 2.3 Procedure for Euro Term B-2 Loan or Term B-4 Loan Borrowing 58 2.4 [Reserved] 59 2.5 Repayment of Loans 59 2.6 [Reserved] 59 2.7 [Reserved] 59 2.8 Incremental Facilities 59 2.9 Permitted Debt Exchanges 62 2.10 Extension of Term Loans 63 2.11 Specified Refinancing Term Loan Facilities 66 SECTION 3 [RESERVED] 67 SECTION 4 GENERAL PROVISIONS APPLICABLE TO LOANS 67 4.1 Interest Rates and Payment Dates 67 4.2 Conversion and Continuation Options 68 4.3 Minimum Amounts; Maximum Sets 68

Real Estate Matters. Within ninety (90) days The Issuer and Guarantors shall enter into Mortgages in substantially the form of those executed and delivered in connection with the indenture being refinanced on the date hereof with the proceeds of the Amendment No. 1 Effective Date Notes (unless waived or extended by the Administrative Agent with such changes as may be necessary to account for local law matters and otherwise in its discretion), with respect to each Mortgaged Fee Property, the Administrative Agent shall have received the following, in each case in form and substance all respects reasonably acceptable to the Administrative Agent, either: (aTrustee) email correspondence from local counsel in covering the jurisdiction in which the Mortgaged Fee Property is located substantially Material Properties listed on Schedule 12 to the effect that: (i) Perfection Certificate and shall obtain title insurance in respect thereof. Said title insurance polices shall insure the recording lien and title of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in the Mortgage), including the Obligations evidenced by the Credit AgreementTrustee, as amended pursuant mortgagee or beneficiary, as the case may be, in such amounts and containing such affirmative coverages and endorsements to this Amendment, and said policies as the other documents executed in connection therewith, for the benefit of the Secured Parties Trustee shall reasonably require (as defined in the Mortgage); and (ii) no other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, the payment deletion of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order exceptions to maintain the continued enforceability, validity or priority coverage relating to facts that would be disclosed by an accurate survey of the Lien created by property so mortgaged, and any defects, encumbrances or exceptions not constituting a Permitted Lien). The Issuer and the Guarantors also shall arrange for local counsel to deliver favorable opinions to the Trustee regarding the enforceability of the mortgages and such Mortgage other matters as security for the Obligations evidenced Trustee shall require (such opinions to be in form and substance and from counsel reasonably acceptable to the Trustee in all respects). Additionally, to the extent that the Trustee shall require, the Issuer and the Guarantors shall obtain surveys of the properties to be mortgaged, certified to the Trustee as the Trustee may require, and drawn to the minimum detail requirements promulgated by the Credit AgreementAmerican Land Title Association/American Congress on Surveying Mapping, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for extent that either (i) the benefit title insurer is not willing to eliminate exceptions to coverage relating to matters that a survey would show or (ii) that the endorsements to be made part of the Secured Parties; or title policies to be delivered with the Mortgages shall not be available in the absence of a survey (b) such other documentation either newly drawn or updated, or re-confirmed by the Grantor through the issuance of an affidavit from a knowledgeable party that no change has occurred with respect to each Mortgaged Fee the facts shown on an existing survey). Notwithstanding any term herein or in any Security Document to the contrary, the Issuer and the Guarantors shall be required to (x) deliver Mortgages with respect to Material Real Property as only and (y) use commercially reasonable efforts to deliver such Mortgages and to have title insurance in respect thereof, opinions of local counsel, surveys (if required) and such other assurances, documents and instruments referred to in this Section 4.24 promptly following the Issue Date and in any event within 180 days after such date. It is expressly understood and agreed, that, other than with respect to the matters expressely contemplated by this Section 4.24, nothing in this Section 4.24 shall confirm in any way diminish or alter the enforceability, validity and perfection obligations of the lien in favor of Issuer and the Secured Parties, including, if reasonably determined to be necessary or advisable by the Administrative Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters Guarantors set forth in Section 4.17 of this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certifications, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law;Indenture.

Real Estate Matters. Within ninety (90) days With respect to each Mortgaged Property, Borrowers shall cause to be delivered, or shall cause the applicable Loan Party to cause to be delivered, to the Administrative Agent, on behalf of the Amendment No. 1 Effective Date Secured Parties, the following: (unless waived or extended by the Administrative Agent in its discretion), a) with respect to each Mortgaged Fee Property, (i) title searches demonstrating that such Mortgaged Property is free and clear of all Liens except those Liens permitted by the Administrative Agent shall have received Mortgage and (ii) a Responsible Officer’s Certificate in respect of each Mortgaged Property in substantially the following, form delivered in each case in form connection with Amendment No. 1 to First Lien Credit Agreement with such changes as may be mutually agreed between the Borrowers and substance reasonably acceptable to the Administrative Agent, either: (a) email correspondence from local counsel in the jurisdiction in which the Mortgaged Fee Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in the Mortgage), including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (ii) no other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or; (b) such other documentation with respect to each Mortgaged Fee Property as shall confirm the enforceabilityMortgage, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Administrative Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificationscertificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law;, in each case in form and substance reasonably satisfactory to the Administrative Agent; and (c) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to Administrative Agent and each of the Lenders, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment, and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. The Borrowers shall deliver or cause to be delivered each of the documents and instruments required pursuant to this Section 5 within ninety (90) days after the Amendment No. 2 Effective Date, unless extended by the Administrative Agent in its sole discretion.

Real Estate Matters. (a) Within ninety sixty (9060) days of after the Amendment No. 1 and Restatement Effective Date (Date, unless waived or extended by the Administrative Collateral Agent in its sole discretion), the Borrower shall deliver or cause to be delivered to the Collateral Agent, with respect to each applicable existing Mortgaged Fee Property, the Administrative Agent shall have received the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: (a) email correspondence from local counsel in the jurisdiction in which the Mortgaged Fee Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in the Mortgage), including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (ii) no other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (b) such other documentation with respect to each applicable existing Mortgage encumbering Mortgaged Fee Property as shall confirm the enforceabilityProperty, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Administrative Agent: (i) an amendment to the existing Mortgage (the each a “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificationscertificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) with respect to each Mortgage Amendment, an endorsement to the existing Title Policy assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment, is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all Liens except those Liens created or permitted by the Mortgage or by the Collateral Agent, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent; (iii) with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to Administrative Agent and each of the Secured Parties, (y) shall cover (i) the due authorization, execution and delivery of such Mortgage Amendment and (ii) the enforceability of the respective Mortgage as amended by the Mortgage Amendment, and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent; (iv) with respect to each Mortgaged Property, such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to Title Policy contemplated in subparagraph (ii) of this Section 7; and (v) evidence reasonably acceptable to the Collateral Agent of payment by the appropriate Loan Party of all applicable title insurance premiums, search and examination charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendments and issuance of the endorsements to Title Policies referred to in subparagraph (ii) of this Section 7.

Real Estate Matters. Within ninety (90) days of the Amendment No. 1 Effective Date (unless waived or extended by the Administrative Agent in its discretion), with With respect to each Mortgaged Fee Property, Borrowers shall cause to be delivered, or shall cause the Administrative Agent shall have received the followingapplicable Loan Party to cause to be delivered, in each case in form and substance reasonably acceptable to the Administrative Agent, eitheron behalf of the Secured Parties, the following: (a) email correspondence from local counsel in the jurisdiction in which the Mortgaged Fee Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in the Mortgage), including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (ii) no other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (b) such other documentation with respect to each Mortgaged Fee Property as shall confirm the enforceabilityMortgage, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Administrative Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificationscertificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that Borrowers or the applicable Loan Party shall not be required to deliver a Mortgage Amendment for any Mortgaged Property for which Borrower provides a local counsel opinion opining that such Mortgaged Amendment is not necessary in connection with this Amendment; (b) with respect to the Mortgage Amendment, an endorsement to the existing title insurance policy assuring the Administrative Agent that the Mortgage, as amended by the Mortgage Amendment, is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Administrative Agent (as appropriate) for the benefit of the Secured Parties free and clear of all Liens except those Liens created or permitted by the Mortgage or by the Administrative Agent, and such endorsement to title insurance policy shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent; (c) to the extent available on commercially reasonable terms, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Loan Party relating thereto), unless the Administrative Agent, in its reasonable judgment, waives such requirement; and (d) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to Administrative Agent and each of the Lenders, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment, and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. The Borrowers shall deliver or cause to be delivered each of the documents and instruments required pursuant to this Section 6 within ninety (90) days after the Amendment No. 1 Effective Date, unless extended by the Administrative Agent in its sole discretion.

Real Estate Matters. Within ninety (90) days of the Amendment No. 1 2 Effective Date (unless waived or extended by the Administrative Agent in its discretion), with respect to each Mortgaged Fee Property, the Administrative Agent shall have received the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: (a) email correspondence from local counsel in the jurisdiction in which the Mortgaged Fee Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in the Mortgage), including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (ii) no other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (b) such other documentation with respect to each Mortgaged Fee Property as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Administrative Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certifications, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion, addressed to the Administrative Agent, the Collateral Agent and the Secured Parties covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage as amended by the Mortgage Amendment; (iii) a date down endorsement (or other title product where a date down is not available in the applicable jurisdiction) to the existing Title Policy, which shall reasonably assure the Administrative Agent as of the date of such endorsement that the real property subject to the lien of such Mortgage is free and clear of all defects and encumbrances except for Permitted Liens; (iv) evidence of payment by the Borrower of all search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the Title Company to issue the endorsement (or other title product) contemplated above and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the title policy contemplated above. SECTION 1 DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional and Interpretive Provisions 57 SECTION 2 AMOUNT AND TERMS OF COMMITMENTS 59 2.1 Term B-3 Loans 59 2.2 Notes 59 2.3 Procedure for Term B-3 Loan Borrowing 60 2.4 [Reserved] 60 2.5 Repayment of Loans 60 2.6 [Reserved] 61 2.7 [Reserved] 61 2.8 Incremental Facilities 61 2.9 Permitted Debt Exchanges 63 2.10 Extension of Term Loans 64 2.11 Specified Refinancing Term Loan Facilities 67

Real Estate Matters. Within ninety The Borrower xxxxxxxxx xxxt ix xxxxx prepare execute and deliver (90) days of the Amendment No. 1 Effective Date (unless waived or extended by the Administrative Agent in its discretion), with respect to each Mortgaged Fee Property, the Administrative Agent shall have received the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: (a) email correspondence from local counsel in the jurisdiction in which the Mortgaged Fee Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in the Mortgage), including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (ii) no other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (b) such other documentation with respect to each Mortgaged Fee Property as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined cause to be necessary or advisable by prepared, executed and delivered) to the Administrative Agent: (ia) with respect to each Mortgage encumbering Mortgaged Property, an amendment to the existing Mortgage thereof (the each a “Mortgage Amendment”) in order to reflect cause the matters set forth in this AmendmentObligations (as increased by the making of the Additional Commitments) to be appropriately secured by the property underlying such Mortgages, each such Mortgage Amendment duly executed and acknowledged by the applicable Loan Party, and in each case, in form for recording in the recording office where each such Mortgage was recordedMortgaged Property is located, together with such certificationsdocumentation, certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, (b) with respect to each Mortgage Amendment, a copy of the existing Mortgage Policy and an endorsement with respect thereto (collectively, the “Mortgage Title Policy”) relating to the Mortgage encumbering such Mortgaged Property assuring the Administrative Agent that the Mortgage, as amended by the Mortgage Amendment, is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by the Credit Agreement, and such Mortgage Title Policy shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent; (c) with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (1) shall be addressed to the Administrative Agent and each of the Secured Parties (including, the Increase Lender), (2) shall cover the due authorization, execution, delivery and enforceability of the respective Mortgage as amended by the respective Mortgage Amendment, as applicable, and such other matters incidental to the transactions contemplated herein as the Administrative Agent may reasonably request and (3) shall be in form and substance reasonably satisfactory to the Administrative Agent; (d) evidence acceptable to the Administrative Agent of payment by the appropriate Loan Party of all applicable search and examination charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording and filing of the Mortgage Amendments referred to in this Section 5; and (e) evidence that all other action that the Administrative Agent and Increase Lender may deem reasonably necessary or desirable in order cause the Obligations (as increased by the making of the Additional Commitments) to be appropriately and properly secured by a valid and subsisting first priority Lien on the Mortgaged Property. The Borrower shall deliver or cause to be delivered each of the documents and instruments required pursuant to this Section 5 within 90 days after the Revolving Credit Increase Effective Date, unless extended or waived by the Administrative Agent and the Increase Lender in their sole discretion. Prior to the delivery of the above, notwithstanding anything contained to the contrary in the Loan Documents, the Increase Lender hereby agrees that no proceeds from the foreclosure or other realization with respect to any Mortgage for which the required Mortgage Amendment has not been received may be applied to Obligations in respect of the Additional Commitments, and such proceeds shall be applied to the other Obligations as if the Additional Commitments were not outstanding (and this sentence shall cease to be of any force or effect when such amendments to such Mortgages and related documentation are so delivered).

Real Estate Matters. Within ninety (90) days Lender shall have received each of the Amendment No. 1 Effective Date (unless waived or extended by the Administrative Agent in its discretion), ------------------- following with respect to each Mortgaged Fee Propertyparcel of Real Estate which is the object of, the Administrative Agent shall have received the followingor in which Borrower is to acquire any interest in connection with, Real Estate Term Loan B or Real Estate Term Loan C, as applicable, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent, either: (a) email correspondence from local counsel in the jurisdiction in which the Mortgaged Fee Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in the Mortgage), including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (ii) no other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (b) such other documentation with respect to each Mortgaged Fee Property as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Administrative AgentLender: (i) an amendment appraisal prepared by a credentialed appraiser acceptable to the existing Lender, on a valuation basis satisfactory to Lender; in form required by Lender's internal policies and applicable laws and otherwise in form and substance satisfactory to Lender (ii) a Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in proper form for recording in the recording office where jurisdiction in which such Mortgage was recordedReal Estate is located; (iii) a policy of mortgagee's title insurance in an amount acceptable to Lender and containing no exceptions other than those which are acceptable to Lender; (iv) a survey prepared by a credentialed surveyor acceptable to Lender, certified to Lender as required by Lender's internal policies; (v) environmental site assessments prepared by environmental consultants, in form and substance acceptable to Lender; (vi) releases of mechanics and materialmen's liens or other lien waivers as Lender may request, together with evidence that any and all Liens claimed by any Person other than Lender in respect of such Real Estate have been released, in each case in form and substance satisfactory to Lender; (vii) such information in respect of Eligible Term Loan B Real Estate or Eligible Term Loan C Real Estate, as the case may be, and improvements to be financed or refinanced with proceeds of Real Estate Loan B, or financed with proceeds of Real Estate Term Loan C, as the case may be, as Lender may request; and (viii) such other information, documentation, and certifications, affidavitsin form and substance satisfactory to Lender, questionnaires or returns as shall may be required in connection with the recording or filing thereof under applicable law;by Lender.