Common use of Conforming Leasehold Interests Matters Relating to Additional Real Property Collateral Clause in Contracts

Conforming Leasehold Interests Matters Relating to Additional Real Property Collateral. (a) If any Credit Party acquires any Material Leasehold Property, the Borrower shall, or shall cause such Subsidiary to, use its best efforts (without requiring such Credit Party to relinquish any material rights or incur any material obligations or to expend more than a nominal amount of money over and above the reimbursement, if required, of the landlord’s out-of-pockets costs, including attorneys’ fees) to cause such Leasehold Property to be a Conforming Leasehold Interest. (b) From and after the Effective Date, in the event that (i) any Credit Party acquires any fee interest in real property having a fair market value in excess of $1,000,000 or any Material Leasehold Property, or the Administrative Agent determines in its sole discretion to place a Mortgage on any Real Property Asset having a fair market value in excess of $1,000,000 owned on the Effective Date by any Credit Party if a Mortgage was not placed on any such Real Property Asset as of the Effective Date, or (ii) at the time any Person becomes a Subsidiary, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbering of which requires the consent of any applicable lessor or (in the case of clause (ii) above) any then-existing senior lienholder, where the Credit Parties are unable to obtain such lessor’s or senior lienholder’s consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being a “Additional Mortgaged Property”), such Credit Party shall deliver to the Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property, the following:

Conforming Leasehold Interests Matters Relating to Additional Real Property Collateral. (aA) If any Credit Loan Party acquires any Material Leasehold Property, Property subsequent to the Borrower shall, or Closing Date each of the Loan Parties shall cause such Subsidiary to, use its best reasonable efforts (without requiring such Credit Loan Party to relinquish any material rights or incur any material obligations or to expend more than a nominal amount of money over and above the reimbursement, if required, of the landlord’s 's out-of-pockets costs, including attorneys’ ' fees) to cause such Leasehold Property to be a Conforming Leasehold Interest. (bB) From and after the Effective Closing Date, in the event that (i) any Credit Loan Party acquires any fee simple interest in real property having a fair market value in excess of $1,000,000 or any Material Leasehold Property, or the Administrative Agent determines in its sole discretion to place a Mortgage on any Real Property Asset having a fair market value in excess of $1,000,000 owned on the Effective Closing Date by any Credit Loan Party (if a Mortgage was not placed on any such Real Property Asset as of the Effective Closing Date), or (ii) at the time any Person becomes a SubsidiarySubsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbering of which requires the consent of any applicable lessor or (in the case of clause (ii) above) any then-existing senior lienholder, where the Credit Loan Parties are unable to obtain such lessor’s 's or senior lienholder’s 's consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being a “"Additional Mortgaged Property”"), such Credit Loan Party shall deliver to the Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property, but, in any event within thirty (30) days thereafter, the following: (i) Additional Mortgages. A fully executed and notarized Mortgage (an "Additional Mortgage"), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property;

Conforming Leasehold Interests Matters Relating to Additional Real Property Collateral. (a) If any Credit Party acquires any Material Leasehold Property, the Borrower shall, or shall cause such Subsidiary to, use its best efforts (without requiring such Credit Party to relinquish any material rights or incur any material obligations or to expend more than a nominal amount of money over and above the reimbursement, if required, of the landlord’s 's out-of-pockets costs, including attorneys’ ' fees) to cause such Leasehold Property to be a Conforming Leasehold Interest. (b) From and after the Effective Date, in the event that (i) any Credit Party acquires any fee interest in real property having a fair market value in excess of $1,000,000 or any Material Leasehold Property, or the Administrative Agent determines in its sole discretion to place a Mortgage on any Real Property Asset having a fair market value in excess of $1,000,000 owned on the Effective Date by any Credit Party if a Mortgage was not placed on any such Real Property Asset as of the Effective Date, or (ii) at the time any Person becomes a Subsidiary, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbering of which requires the consent of any applicable lessor or (in the case of clause (ii) above) any then-existing senior lienholder, where the Credit Parties are unable to obtain such lessor’s 's or senior lienholder’s ' s consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being a “Additional "Mortgaged Property”), ") such Credit Party shall deliver to the Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property, the following:

Conforming Leasehold Interests Matters Relating to Additional Real Property Collateral. (a) If any Credit Party acquires any Material Leasehold Property, the Borrower shall, or shall cause such Subsidiary to, use its best efforts (without requiring such Credit Party to relinquish any material rights or incur any material obligations or to expend more than a nominal amount of money over and above the reimbursement, if required, of the landlord’s 's out-of-pockets costs, including attorneys’ ' fees) to cause such Leasehold Property to be a Conforming Leasehold Interest. (b) From and after the Effective Date, in the event that (i) any Credit Party acquires any fee interest in real property having a fair market value in excess of $1,000,000 or any Material Leasehold Property, or the Administrative Agent determines in its sole discretion to place a Mortgage on any Real Property Asset having a fair market value in excess of $1,000,000 owned on the Effective Date by any Credit Party if a Mortgage was not placed on any such Real Property Asset as of the Effective Date, or (ii) at the time any Person becomes a Subsidiary, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbering of which requires the consent of any applicable lessor or (in the case of clause (ii) above) any then-existing senior lienholder, where the Credit Parties are unable to obtain such lessor’s 's or senior lienholder’s 's consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being a “"Additional Mortgaged Property”), ") such Credit Party shall deliver to the Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property, the following:

Conforming Leasehold Interests Matters Relating to Additional Real Property Collateral. (a) If any Credit Party acquires any Material Leasehold Property, each of the Borrower Credit Parties shall, or shall cause such Restricted Subsidiary to, use its best efforts (without requiring such Credit Party to relinquish any material rights or incur any material obligations or to expend more than a nominal amount of money over and above the reimbursement, if required, of the landlord’s 's out-of-pockets pocket costs, including attorneys’ ' fees) to cause such Leasehold Property to be a Conforming Leasehold Interest. (b) From and after the Effective Date, in the event that (i) any Credit Party acquires any fee interest in real property having a fair market value in excess of $1,000,000 or any Material Leasehold Property, or the Administrative Agent determines in its sole discretion to place a Mortgage on any Real Property Asset having a fair market value in excess of $1,000,000 owned on the Effective Date by any Credit Party if a Mortgage was not placed on any such Real Property Asset as of the Effective Date, or (ii) at the time any Person becomes a Subsidiary, Restricted Subsidiary and such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case or (iii) any Loan is extended to any Special Credit Party and such Special Credit Party may extend a lien on its freehold or fee Real Property Assets, excluding as to each of the foregoing cases any such Real Property Asset the encumbering of which requires the consent of any applicable lessor or (in the case of clause (ii) above) any then-existing senior lienholder, where the Credit Parties are unable to obtain such lessor’s 's or senior lienholder’s 's consent or granting such a lien would violate applicable law (any such non-excluded Real Property Asset described in the foregoing clause (i), (ii) or (iiiii) being a “Additional Mortgaged Property”an "ADDITIONAL MORTGAGED PROPERTY"), such Credit Party Party, Restricted Subsidiary or Special Credit Party, as the case may be, with Additional Mortgaged Property shall deliver to the Administrative AgentAgent all of the items required to be delivered for each Effective Date Mortgaged Property, as soon as practicable after such Person acquires such Additional Mortgaged Property. Notwithstanding the foregoing, the following:Additional Mortgaged Property of Sylvania or any of its Subsidiaries shall not secure the Sylvania Acquisition Loan and to the extent restricted by local law and the Additional Mortgaged Property of any Special Credit Party will only secure the Obligations of such Special Credit Party.

Conforming Leasehold Interests Matters Relating to Additional Real Property Collateral. (a) If any Credit Party acquires any Material Leasehold Property, the Borrower shall, or shall cause such Subsidiary to, use its best efforts (without requiring such Credit Party to relinquish any material rights or incur any material obligations or to expend more than a nominal amount of money over and above the reimbursement, if required, of the landlord’s 's out-of-pockets costs, including attorneys’ ' fees) to cause such Leasehold Property to be a Conforming Leasehold Interest. (b) From and after the Effective Date, in the event that (i) any Credit Party acquires any fee interest in real property having a fair market value in excess of $1,000,000 or any Material Leasehold Property, or the Administrative Agent determines in its sole discretion to place a Mortgage on any Real Property Asset having a fair market value in excess of $1,000,000 owned on the Effective Date by any Credit Party if a Mortgage was not placed on any such Real Property Asset as of the Effective Date, or (ii) at the time any Person becomes a Subsidiary, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbering of which requires the consent of any applicable lessor or (in the case of clause (ii) above) any then-existing senior lienholder, where the Credit Parties are unable to obtain such lessor’s 's or senior lienholder’s 's consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being a “Additional Mortgaged Property”"ADDITIONAL MORTGAGED PROPERTY"), such Credit Party shall deliver to the Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property, the following:

Conforming Leasehold Interests Matters Relating to Additional Real Property Collateral. (a) If any Credit Party acquires any Material Leasehold Property, each of the Borrower shall, or Credit Parties shall cause such Subsidiary to, use its best efforts (without requiring such Credit Party to relinquish any material rights or incur any material obligations or to expend more than a nominal amount of money over and above the reimbursement, if required, of the landlord’s 's out-of-pockets costs, including attorneys’ ' fees) to cause such Leasehold Property to be a Conforming Leasehold Interest. (b) From and after the Effective Date, in the event that (i) any Credit Party acquires any fee interest in real property having a fair market value in excess of $1,000,000 or any Material Leasehold Property, or the Administrative Agent determines in its sole discretion to place a Mortgage on any Real Property Asset having a fair market value in excess of $1,000,000 owned on the Effective Date by any Credit Party if a Mortgage was not placed on any such Real Property Asset as of the Effective Date, or (ii) at the time any Person becomes a SubsidiarySubsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbering of which requires the consent of any applicable lessor or (in the case of clause (ii) above) any then-existing senior lienholder, where the Credit Parties are unable to obtain such lessor’s 's or senior lienholder’s 's consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being a “"Additional Mortgaged Property”"), such Credit Party shall deliver ----------------------------- to the Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property, the following:

Conforming Leasehold Interests Matters Relating to Additional Real Property Collateral. (a) If Company or any Credit Party of its Subsidiaries acquires any Material Leasehold Property, the Borrower Company shall, or shall cause such Subsidiary to, use its best reasonable commercial efforts (without requiring Company or such Credit Party Subsidiary to relinquish any material rights or incur any material obligations or to expend more than a nominal amount of money over and above the reimbursement, if required, of the landlord’s 's out-of-pockets pocket costs, including attorneys’ attorneys fees) to cause such Leasehold Property to be a Conforming Leasehold Interest. (b) From and after the Effective Closing Date, except with respect to any Real Property Asset with a fair market value of less than $1,000,000 individually or $5,000,000 in the aggregate from the Closing Date to the applicable date of determination, in the event that (ix) Company or any Credit Party Subsidiary Guarantor acquires any fee interest in real property having a fair market value in excess of $1,000,000 or any Material Leasehold Property, or the Administrative Agent determines in its sole discretion to place a Mortgage on any Real Property Asset having a fair market value in excess of $1,000,000 owned on the Effective Date by any Credit Party if a Mortgage was not placed on any such Real Property Asset as of the Effective Date, or (iiY) at the time any Person becomes a SubsidiarySubsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbering encumbrancing of which requires the consent of any applicable lessor or (in the case of clause (iiy) above) any then-existing senior lienholder, where the Credit Parties Company and its Subsidiaries are unable after reasonably commercial efforts to obtain such lessor’s 's or senior lienholder’s 's consent (any such non-excluded Real Property Asset described in the foregoing clause (ix) or (iiy) being a “Additional Mortgaged Property”an "ADDITIONAL MORTGAGED PROPERTY"), Company or such Credit Party Subsidiary Guarantor shall deliver to the Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged PropertyProperty or becomes a Subsidiary Guarantor, as the case may be, the following:: (i) a fully executed and notarized Mortgage in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Credit Party in such Mortgaged Property; (ii) (a) a favorable opinion of counsel to such Credit Party, in form and substance satisfactory to Administrative Agent and its counsel, as to the due authorization, execution and delivery by such Credit Party of such Mortgage and such other matters as Administrative Agent may reasonably request, and (b) if required by Administrative Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in the state in which such Additional Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters (including any matters governed by the laws of such state regarding personal property security interests in respect of any Collateral) as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent; (iii) in the case of an Additional Mortgaged Property consisting of a Leasehold Property, (a) a Landlord Consent and Estoppel and (b) evidence that such (a) evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to (1) whether such Additional Mortgaged Property is a Flood Hazard Property and (2) if so, whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, (b) if such Additional Mortgaged Property is a Flood Hazard Property, such Credit Party's written acknowledgment of receipt of written notification from Administrative Agent (1) that such Additional Mortgaged Property is a Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (c) in the event such Additional Mortgaged Property is a Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, evidence that Company has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; and (viii) if required by Administrative Agent, reports and other information, in form, scope and substance satisfactory to Administrative Agent and prepared by environmental consultants satisfactory to Administrative Agent, concerning any environmental hazards or liabilities to which Company or any of its Subsidiaries may be subject with respect to such Additional Mortgaged Property. (c) Company shall, and shall cause each of its Subsidiaries to, permit an independent real estate appraiser satisfactory to Administrative Agent, upon reasonable notice, to visit and inspect any Additional Mortgaged Property for the purpose of preparing an appraisal of such Additional Mortgaged Property satisfying the requirements of any applicable laws and regulations (in each case to the extent required under such laws and regulations as determined by Administrative Agent in its discretion).

Conforming Leasehold Interests Matters Relating to Additional Real Property Collateral. (a) If any Credit Party acquires any Material Leasehold Property, the Borrower shall, or shall cause such Restricted Subsidiary to, use its best efforts (without requiring such Credit Party to relinquish any material rights or incur any material obligations or to expend more than a nominal amount of money over and above the reimbursement, if required, of the landlord’s 's out-of-of- pockets costs, including attorneys’ ' fees) to cause such Leasehold Property to be a Conforming Leasehold Interest. (b) From and after the Effective Date, in the event that (i) any Credit Party acquires any fee interest in real property having a fair market value in excess of $1,000,000 or any Material Leasehold Property, or the Administrative Agent determines in its sole discretion to place a Mortgage on any Real Property Asset having a fair market value in excess of $1,000,000 owned on the Effective Date by any Credit Party if a Mortgage was not placed on any such Real Property Asset as of the Effective Date, or (ii) at the time any Person becomes a Restricted Subsidiary, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbering of which requires the consent of any applicable lessor or (in the case of clause (ii) above) any then-existing senior lienholder, where the Credit Parties are unable to obtain such lessor’s 's or senior lienholder’s 's consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being a “Additional Mortgaged Property”"ADDITIONAL MORTGAGED PROPERTY"), such Credit Party shall deliver to the Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property, the following:

Conforming Leasehold Interests Matters Relating to Additional Real Property Collateral. (a) If any Credit Party acquires any Material Leasehold Property, the Borrower shall, or shall cause such Subsidiary to, use its best efforts (without requiring such Credit Party to relinquish any material rights or incur any material obligations or to expend more than a nominal amount of money over and above the reimbursement, if required, of the landlord’s out-of-pockets costs, including attorneys’ fees) to cause such Leasehold Property to be a Conforming Leasehold Interest. (b) From and after the Effective Date, in the event that (i) any Credit Party acquires any fee interest in real property having a fair market value in excess of $1,000,000 or any Material Leasehold Property, or the Administrative Agent determines in its sole discretion to place a Mortgage on any Real Property Asset having a fair market value in excess of $1,000,000 owned on the Effective Date by any Credit Party if a Mortgage was not placed on any such Real Property Asset as of the Effective Date, or (ii) at the time any Person becomes a Subsidiary, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbering of which requires the consent of any applicable lessor or (in the case of clause (ii) above) any then-existing senior lienholder, where the Credit Parties are unable to obtain such lessor’s or senior lienholder’s consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being a “Additional Mortgaged Property”), such Credit Party shall deliver to the Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property, the following: