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201705551
<br />10. Ratification and Reconfirmation. The Existing Mortgage, and all of the liens,
<br />mortgages, assignments, grants, conveyances, security interests, and other interests created or
<br />granted therein, or evidenced thereby, are in each case hereby ratified, restated, adopted,
<br />confirmed, taken up, and renewed, except to the extent of any prior releases in writing by the
<br />Administrative Agent, or its predecessors, which were delivered to Mortgagor prior to the date
<br />hereof All representations, warranties and covenants of Mortgagor in the Existing Mortgage
<br />are hereby repeated, remade and incorporated herein by this reference for the benefit of
<br />Administrative Agent on and as of the date hereof, except to the extent changed by the
<br />transactions contemplated by this First Amendment. This First Amendment is a modification
<br />of and not a novation of the Existing Mortgage. Mortgagor agrees that this First Amendment
<br />shall in no manner impair the Obligations or the liens and security interests securing their
<br />payment and performance, and that the Liens and security interests shall not in any manner
<br />be waived or diminished.
<br />11. Counterparts. This First Amendment may be executed in several counterparts, all
<br />of which are identical, except that, to facilitate recordation, certain counterparts hereof may
<br />include only that portion of Schedule 1 hereto that contains references to the Existing Mortgage
<br />as recorded in the applicable recording jurisdiction(s) in which a particular counterpart is to be
<br />recorded. All of such counterparts together shall constitute one and the same instrument.
<br />Complete copies of this First Amendment, containing the entire Schedule 1, have been retained
<br />by Mortgagor and Administrative Agent. The parties hereby agree that separate counterparts to
<br />this First Amendment may be executed by Mortgagor and Administrative Agent, and the parties
<br />authorize Administrative Agent or its agents to create a master instrument from the separate
<br />counterparts.
<br />12. Successors and Assigns. The terms, provisions, covenants, representations,
<br />indemnifications and conditions hereof shall be binding upon Mortgagor, and the successors
<br />and assigns of Mortgagor, and shall inure to the benefit of Administrative Agent, Trustee, the
<br />Secured Parties and their respective successors and assigns. All references in this First
<br />Amendment to Mortgagor, Trustee or Administrative Agent shall be deemed to include all such
<br />successors and assigns.
<br />13. CHOICE OF LAW. THE PROVISIONS OF THIS FIRST AMENDMENT
<br />REGARDING THE CREATION, VALIDITY, PERFECTION, AND ENFORCEMENT,
<br />INCLUDING, WITHOUT LIMITATION, FORECLOSURE OF THE LIENS AND
<br />SECURITY INTERESTS HEREIN GRANTED SHALL BE GOVERNED BY AND
<br />CONSTRUED UNDER THE REQUIREMENTS OF LAW OF THE RESPECTIVE
<br />STATES IN WHICH THE MORTGAGED PROPERTIES ARE LOCATED. ALL
<br />OTHER PROVISIONS OF THIS FIRST AMENDMENT AND THE RIGHTS AND
<br />OBLIGATIONS OF MORTGAGOR, ADMINISTRATIVE AGENT, TRUSTEE,
<br />AND /OR THE SECURED PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND
<br />SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
<br />REQUIREMENTS OF LAW OF THE STATE OF NEW YORK, WITHOUT REGARD
<br />TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. WITHOUT LIMITING
<br />THE FOREGOING, TO THE EXTENT THAT THIS FIRST AMENDMENT APPLIES
<br />TO ANY REAL PROPERTY INTERESTS LOCATED IN A PARTICULAR STATE,
<br />THIS FIRST AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN
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