an authorized officer of each Credit Party party thereto and in form suitable for filing and recording in all filing or recording offices that Administrative Agent may deem necessary or desirable
unless Administrative Agent is satisfied in its reasonable discretion that Mortgage Amendments are not required in order to secure the applicable Credit Partys obligations as modified hereby;
(b) a mortgage modification endorsement or local equivalent with respect to the Mortgaged Properties, each in
form and substance reasonably satisfactory to Administrative Agent, or other endorsements acceptable to Administrative Agent; and
(c) with respect to each Mortgage Amendment, legal opinions, each of which shall be addressed to Administrative
Agent, Collateral Agent and the Lenders, dated the effective date of such Mortgage Amendment and covering such matters as the Administrative Agent shall reasonably request in a manner customary for transactions of this type.
SECTION 7.2 Collateral Expenses. Borrower agrees to pay all fees, costs and expenses incurred in connection with the
preparation, execution, filing and recordation of the Mortgage Amendments, including, without limitation, reasonable attorneys fees, title insurance premiums, filing and recording fees, title insurance company coordination fees, documentary
stamp, mortgage and intangible taxes, if any, and title search charges and other charges incurred in connection with the recordation of the Mortgage Amendments and the other matters described in Section 7.1.
OF OBLIGATIONS AND LIENS
SECTION 8.1 Validity of Obligations. Borrower and each Guarantor acknowledges and
agrees that, both before and after giving effect to this Third Amendment, Borrower and each Guarantor is, jointly and severally, indebted to the Lenders and the other Secured Parties for the Obligations (including the Obligations in respect of the
Term A-3 Facility Loans and the Incremental Term A-3 Loans provided pursuant to this Third Amendment), without defense, counterclaim or offset of any kind. The Borrower
and each Guarantor hereby ratifies and reaffirms the validity, enforceability and binding nature of such Obligations both before and after giving effect to this Third Amendment (except as the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors rights generally and subject to general principles of equity).
SECTION 8.2 Validity of Liens and Credit Documents. Borrower and each other Station Party hereby ratifies and reaffirms
the validity and enforceability (except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and subject to general principles of equity) of the Liens and security
interests granted to Collateral Agent for the benefit of the Secured Parties to secure all of the Obligations (including the Obligations in respect of the Term A-3 Facility Loans and the Incremental Term A-3 Loans provided pursuant to this Third Amendment) by Borrower and each other Station Party pursuant to the Credit Documents to which any of Borrower or such other Station Party is a party and hereby confirms and
agrees that notwithstanding the effectiveness of this Third Amendment, and except as expressly amended by this Third Amendment, each such Credit Document is, and shall continue to be, in full force and effect and each is hereby ratified and
confirmed in all respects.