Common use of Condition Subsequent Clause in Contracts

Condition Subsequent. As conditions subsequent to initial closing hereunder, Borrower shall perform or cause to be performed each of the following (the failure by Borrower to so perform or cause to be performed any of the following constituting an Event of Default): (a) within 30 days of the Closing Date, deliver to Foothill the certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION 6.10, the form and substance of which shall be satisfactory to Foothill and its counsel. (b) within 30 days following the First Amendment Date, deliver to Foothill each of the Collateral Assignments of Key Leases, together with an appropriate consent to hypothecation from the lessor under the relevant Key Lease, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1. (c) within 30 days following the First Amendment Date, deliver to Foothill each of the Collateral Assignments of Tower Leases, other than with respect to (i) the Old New York Tower Lease, (ii) the Fort Worth Tower Lease, and (iii) the Brookfield Tower Lease, together with an appropriate consent to hypothecation from the lessor under the relevant Tower Lease, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1 (Page 79 of 142 Pages) (d) within 30 days following the First Amendment Date, deliver to Foothill each of the Mortgages (and Foothill shall have received opinions of Foothill's several local counsel relative thereto, each in form and substance satisfactory to Foothill in its reasonable (from the perspective of a secured lender) discretion), Collateral Access Agreements (other than with respect to (i) the Old New York Tower Lease, (ii) the Fort Worth Tower Lease, and (iii) the Brookfield Tower Lease), Mortgage Policies, in each case, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1. (e) within 180 days following the Closing Date, deliver to Foothill satisfactory evidence of the consummation of each of the Restructuring Transactions.

Condition Subsequent. As conditions a condition subsequent to initial closing hereunder, Borrower Borrowers shall perform or cause to be performed each of the following (the failure by Borrower Borrowers to so perform or cause to be performed any of the following constituting an Event of Default): (a) within 30 days of the Closing Date, deliver to Foothill the shall have received certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION Section 6.10, including, without limitation, earthquake insurance policy for the Vernon, California location, the form and substance of which shall be satisfactory to Foothill and its counsel.; (b) within 30 days following the First Amendment Date, deliver to Foothill During each year of the Collateral Assignments term of Key Leasesthis Agreement, together with an appropriate consent to hypothecation from Foothill shall have received the lessor under results of the relevant Key Leasefull physical inventory performed at Borrowers on or about the immediately preceding June 30, to the extent as soon as the same were not required by Foothill becomes available, but in no event later than September 30 of each such year, which shall be satisfactory to be delivered on or before the Closing Date under SECTION 3.1.Foothill; (c) within 30 60 days following of the First Amendment Closing Date, deliver to Foothill each shall have received a follow-up audit of the Collateral Assignments Inventory of Tower LeasesXxxxxxx, other than with respect Xxxx, Vanguard and CSL, which shall be satisfactory to (i) the Old New York Tower Lease, (ii) the Fort Worth Tower Lease, and (iii) the Brookfield Tower Lease, together with an appropriate consent to hypothecation from the lessor under the relevant Tower Lease, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1 (Page 79 of 142 Pages)Foothill; (d) within 30 60 days following of the First Amendment Closing Date, deliver to Foothill each of the Mortgages (and Foothill shall have received opinions the results of an audit of all Borrowers which shall be satisfactory to Foothill's several local counsel relative thereto; (e) as soon as available, each but no later than November 30, 2000, Foothill shall have received the Management Letter issued by Borrowers' accountants, Xxxxxx Xxxxxxxx, LLP, in conjunction with the audited financial statements prepared by such accountants for Parent and its subsidiaries for their fiscal year ending June 30, 2000, which letter shall be in form and substance satisfactory to Foothill; and (f) on or before fourteen (14) days after Closing Date, Foothill in its reasonable shall have received evidence reasonably satisfactory to Foothill that Windsor and Vanguard shall have consummated a merger, with one of such Borrowers as the surviving corporation; (from g) on or before fourteen (14) days after Closing Date, Foothill shall have received a Lockbox Agreement executed by Concepts and a Lockbox Bank that receives Concepts' Collections; (h) on or before sixty (60) days after Closing Date, Foothill shall have received (i) a survey for the perspective of Hernando Property, prepared and certified to Foothill by a secured lenderregistered land surveyor reasonably satisfactory to Foothill, and (ii) discretion), Collateral Access Agreements (other than an ALTA form mortgagee title insurance policy with respect to the Mortgage by Stylecraft in favor of Foothill covering the Hernando Property, in form and substance reasonably satisfactory to Foothill; and (i) on or before ten (10) days after Closing Date, Foothill shall have received UCC-3 termination statements with respect to the Old New York Tower Leasefollowing UCC-1 financing statements filed of record: (A) all UCC-1 financing statements filed against Concepts by Xxxxxxx Xxxxx Business Financial Services, Inc., (iiB) all UCC-1 financing statements filed against Stylecraft by Mississippi Business Finance Corporation, (C) Maryland Secretary of State filing no. 40178487 against MHI by NationsBank, N.A. or by Bank of America, N.A., as successor in interest to Suburban Bank, (D) California Secretary of State filing no. 9515060109 against Vanguard by Orix Credit Alliance, Inc. and (E) Delaware Secretary of State filing no. 198806727 against Petals by People's Westchester Savings Bank; (j) on or before five (5) days after Closing Date, Foothill shall have received (A) the Fort Worth Tower LeaseStock certificate issued by MHI to Parent, (B) the Stock certificate issued by Xxxxxxxxx.xxx in favor of Parent, and (iiiC) the Brookfield Tower Lease), Mortgage Policies, Stock certificate no. 18 for 50,000 shares of Preferred Stock issued by Decor in each case, favor of Parent or evidence reasonably satisfactory to the extent the same were Foothill that such certificate is not required issued and held by Foothill to be delivered Parent or any other Person; (k) on or before the Closing Date under SECTION 3.1. thirty (e30) within 180 days following the after Closing Date, deliver Foothill shall have received Credit Card Acknowledgments from all of the following Credit Card Issuers and Credit Card Processors (as applicable) with respect to Credit Card Agreements to which the following Borrowers are party: (A) Petals: Discover Financial, Diners Club and Petals' private label credit card; (B) Artisan: Superior Bank (MasterCard); (C) XX Xxxxxxxx Services (MasterCard); (D) Windsor: Sanwa Bank and American Express; and (E) Stylecraft: Bank of America (Visa and MasterCard); and (l) on or before thirty (30) days after Closing Date, Foothill shall have received evidence satisfactory to Foothill satisfactory evidence of the consummation of that arrangements have ben completed for automatic wire transfers from all depository accounts maintained by each of the Restructuring TransactionsPetals-CT, Petals-FL, Petals-NY and Petal-PA to a Lockbox Bank.

Condition Subsequent. As conditions subsequent to initial closing hereunder, Borrower shall perform or cause to be performed each of the following (the failure by Borrower to so perform or cause to be performed any of the following constituting an Event of Default): (a) within 30 days The Issuer shall: (i) as soon as reasonably practicable and not later than the date falling two (2) Business Days immediately following the Original Issue Date, submit a supplemental listing application in respect of the Closing Date, deliver Agreed Bridge Equity Issue Shares and the Warrant Shares to Foothill the certified copies New York Stock Exchange and provide evidence of the policies of insurance, together with the endorsements thereto, as are required by SECTION 6.10, the such submission in a form and substance of which shall be satisfactory to Foothill the Bridge Noteholders (acting reasonably); (ii) as soon as reasonably practicable and not later than the date falling three (3) Business Days immediately following the date on which the New York Stock Exchange approves the supplemental listing application referred to in paragraph 14.40(a)(i) above, the Issuer shall issue: (A) the Agreed Bridge Equity Issue Shares to the Original Bridge Noteholders pro rata to their participation in the Notes as at the Original Issue Date in accordance with the Agreed Bridge Equity Issue Shares Documentation and provide evidence of such issuance on the Issuer’s transfer agent’s books; and (B) the Warrant Shares in accordance with the exercise provisions of the Warrant Instrument, as amended by the Warrant Amendment Documentation and provide evidence of such issuance on the Issuer’s transfer agent’s book, subject in each case the Original Bridge Noteholders and persons entitled to receive the Warrant Shares entering to into customary documentation and giving customary representations and warranties in connection with the issuance of the Agreed Bridge Equity Issue Shares and the Warrant Shares and taking all customary steps in connection therewith; and (iii) not later than the date falling twenty (20) Business Days following the date on which the Issuer files its counselAnnual Report on Form 10-K for the year ended 31 December 2022 with the U.S. Securities and Exchange Commission, the Issuer shall file a registration statement on Form S-3 with the U.S. Securities Exchange Commission to register the resale of the Agreed Bridge Equity Issue Shares and the Warrant Shares under the U.S. Securities Act of 1933, as amended, on a registration statement on Form S-3 (in form and substance acceptable to the Majority Bridge Noteholders (acting reasonably and in good faith)) and shall cause the same to become effective as soon as practicable after such filing. (b) The Issuer shall, within 30 days following twenty (20) Business Days of the First Amendment Original Issue Date, deliver to Foothill each of obtain, and provide the Collateral Assignments of Key LeasesTrustee with a copy of, together with an appropriate the applicable consent to hypothecation from the lessor under Jersey Financial Services Commission for the relevant Key Lease, Issuer to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1.issue: (c) within 30 days following the First Amendment Date, deliver to Foothill each of the Collateral Assignments of Tower Leases, other than with respect to (i) the Old New York Tower Lease, Notes; and (ii) the Fort Worth Tower LeaseExisting Notes, and (iii) the Brookfield Tower Lease, together with an appropriate consent to hypothecation from the lessor under the relevant Tower Lease, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1 (Page 79 of 142 Pages) (d) within 30 days following the First Amendment Date, deliver to Foothill each of the Mortgages (and Foothill shall have received opinions of Foothill's several local counsel relative thereto, each in form and substance satisfactory to Foothill in its reasonable (from the perspective of a secured lender) discretion), Collateral Access Agreements (other than with respect to (i) the Old New York Tower Lease, (ii) the Fort Worth Tower Lease, and (iii) the Brookfield Tower Lease), Mortgage Policies, 87 in each case, to more than ten (10) Bridge Noteholders pursuant to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1Control of Borrowing (Jersey) Order 1958. (e) within 180 days following the Closing Date, deliver to Foothill satisfactory evidence of the consummation of each of the Restructuring Transactions.

Condition Subsequent. As conditions a condition subsequent to initial closing hereunder, Borrower shall perform or cause to be performed each of the following (the failure by Borrower to so perform or cause to be performed any of the following constituting an Event of Default): (a) (i) within 10 Business Days following the Closing Date, Borrower shall have ordered certificates of status with respect to Borrower from the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change and paid all fees necessary to obtain such certificates of status, and (ii) within 5 Business Days of receipt by Borrower or its counsel of any such certificate, deliver such certificate to Foothill, which certificate shall indicate that Borrower is in good standing in the applicable jurisdiction; (b) within 30 days of the Closing Date, deliver to Foothill the certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION Section 6.10, the form and substance of which shall be reasonably satisfactory to Foothill and its counsel. (b) within 30 days following the First Amendment Date, deliver to Foothill each of the Collateral Assignments of Key Leases, together with an appropriate consent to hypothecation from the lessor under the relevant Key Lease, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1.; (c) within 30 days following the First Amendment Dateon or before December 31, deliver to 1999, Foothill shall have received each of the Collateral Assignments of Tower Leasesfollowing documents, other than with respect to duly executed, and each such document shall be in full force and effect: (i) the Old New York Tower Lease, The IPS Copyright Security Agreement; and (ii) the Fort Worth Tower Lease, and (iii) the Brookfield Tower Lease, together with an appropriate consent to hypothecation from the lessor under the relevant Tower Lease, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1 (Page 79 of 142 Pages)The IPS Trademark Security Agreement; (d) upon the request of Foothill (if ever) after the Closing Date, within 30 days following after the First Amendment Datedate of such request: (i) a Mortgage on any Real Property acquired by Borrower after the Closing Date shall have been duly executed and delivered by Borrower, deliver to Foothill each and the same shall be in full force and effect, and such Mortgage shall have been recorded in the office of the Mortgages county recorder for the county in which such Real Property is located; (and ii) Foothill shall have received supplemental opinions of FoothillBorrower's several local counsel relative theretocounsel, each in form and substance satisfactory to Foothill in its reasonable sole discretion, in respect of the Mortgage on such after acquired Real Property; (from iii) Foothill shall have received a preliminary title report in respect of such after acquired Real Property in form and substance reasonably satisfactory to Foothill; and (iv) Foothill shall have received a phase-I environmental report and a real estate survey shall have been completed with respect to such after acquired Real Property and copies thereof delivered to Foothill; the perspective environmental consultants and surveyors retained for such reports or surveys, the scope of a secured lenderthe reports or surveys, and the results thereof shall be acceptable to Foothill in its sole discretion; (e) discretion)within 90 days following the Closing Date, Collateral Access Agreements Foothill shall have received satisfactory evidence that all existing copyrights of Borrower (other than Exempt Copyrights) required to be registered under Section 6.17 have been registered with respect to the United States Copyright Office (or are the subject of a diligently prosecuted application therefor), and that all such copyrights (other than Exempt Copyrights) and any proceeds thereof are specifically encumbered by the Copyright Security Agreement; (f) within 60 days of either (i) the Old New York Tower Lease, date that Borrower makes the Permitted Repayment Investment in respect of the indebtedness of IG Australia owing to the IG Australia Existing Lender or (ii) one or more Letters of Credit are issued to IG Australia Existing Lender in support of the Fort Worth Tower Leaseindebtedness of IG Australia owing to IG Australia Existing Lender and IG Australia Existing Lender releases its Lien on the capital stock of IG Australia (in either case, and (iii) the Brookfield Tower Lease"IG Australia Payoff Date"), Mortgage Policiesexecute and deliver an appropriate supplement to the Pledge Agreement and deliver to Foothill possession of the original stock certificates, respecting 65% of the issued and outstanding shares of stock of IG Australia, together with stock powers with respect thereto endorsed in each caseblank; provided, however, that to the extent, if any, that such shares are required to be pledged to the holder of any project financing indebtedness of IG Australia incurred after the IG Australia Payoff Date as security for such indebtedness, then, upon Borrower's written request therefor and with Foothill's prior written consent thereto (not to be unreasonably withheld), Foothill agrees to release its Lien on such shares; provided further, that if such holder will permit such subordination, then, notwithstanding the foregoing proviso, Foothill's Lien on such shares will not be released and will become a subordinate Lien pursuant to documentation in form and substance reasonably satisfactory to Foothill and such holder; and (g) [intentionally omitted] (h) to the extent the same were not required by Foothill to be delivered available on or before the Closing Date under SECTION Section 3.1. , Foothill shall have received, within 30 days of the Closing Date, the original certificates representing or evidencing all of the Pledged Shares (eas defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; provided, however, that with respect to any "Pledged Foreign Issuer" (as defined in the Pledge Agreement) within 180 as of the Closing Date, the Obligors need not (i) deliver or cause to be delivered the original certificates (to the extent any exist) representing or evidencing the Pledged Shares issued by such Pledged Foreign Issuer, nor (ii) comply or cause to be complied with all applicable foreign law registration requirements for perfecting, under such foreign law, the Lien of Foothill on such Pledged Shares, in each case, until the date 60 days following the Closing Date, deliver Date before the failure to Foothill satisfactory evidence do so would constitute an Event of the consummation of each of the Restructuring TransactionsDefault.

Condition Subsequent. As conditions subsequent to initial closing hereunder, Borrower shall perform or cause to be performed each of the following (the failure by Borrower to so perform or cause to be performed any of the following constituting an Event of Default): (a) within 30 days of the Closing Date, deliver to Foothill the certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION 6.10, the form and substance of which shall be satisfactory to Foothill and its counsel. (b) within 30 days following the First Amendment Date, deliver to Foothill each of the Collateral Assignments of Key Leases, together with an appropriate consent to hypothecation from the lessor under the relevant Key Lease, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1. (c) within 30 days following the First Amendment Date, deliver to Foothill each of the Collateral Assignments of Tower Leases, other than with respect to (i) the Old New York Tower Lease, (ii) the Fort Worth Tower Lease, and (iii) the Brookfield Tower Lease, together with an appropriate consent to hypothecation from the lessor under the relevant Tower Lease, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1 (Page 79 73 of 142 136 Pages) (d) within 30 days following the First Amendment Date, deliver to Foothill each of the Mortgages (and Foothill shall have received opinions of Foothill's several local counsel relative thereto, each in form and substance satisfactory to Foothill in its reasonable (from the perspective of a secured lender) discretion), Collateral Access Agreements (other than with respect to (i) the Old New York Tower Lease, (ii) the Fort Worth Tower Lease, and (iii) the Brookfield Tower Lease), Mortgage Policies, in each case, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1. (e) within 180 days following the Closing Date, deliver to Foothill satisfactory evidence of the consummation of each of the Restructuring Transactions.

Condition Subsequent. As conditions subsequent to initial closing hereunder, Borrower shall perform or cause to be performed each of the following (the failure by Borrower to so perform or cause to be performed any of the following constituting an Event of Default): (a) within 30 days Not later than 5:00pm Eastern Time on August 14, 2019, the Borrower shall deliver evidence satisfactory to the Agent and Lenders that the Roll Up has been consummated in accordance with the following: (i) On or prior to August 12, 2019, the Agent shall have entered into escrow arrangements satisfactory to it with Fidelity National Title Insurance Company (the “Title Company”) pursuant to which the Agent will wire to the Title Company proceeds of certain Loans requested to be made on the Closing Date to be held by the Title Company as escrow agent and disbursed to fund certain fees, costs and expenses related to the Roll Up in accordance with such escrow arrangements and this §8.16(a); (ii) Prior to the Title Company making any disbursement of Loan proceeds, the Agent shall have received evidence satisfactory to it that all conditions to the effectiveness of the Roll Up transactions (other than payment of any amounts to be made with proceeds of the Loans) with respect to Real Estate constituting at least 75% of the Borrowing Base Availability calculated as of the Closing Date, deliver to Foothill the certified copies Date (assuming completion of the policies Roll Up) shall have been satisfied such that after receipt by the applicable mortgage lender of insurance, together with the endorsements such funds and performance by such lender of certain administrative or ministerial tasks related thereto, as are required the Borrower may consummate the Roll Up transactions with respect to such Real Estate; (iii) Prior to the Title Company making a disbursement of Loan proceeds with respect to any particular Real Estate, (x) the Agent shall have received evidence satisfactory to it that all conditions to the effectiveness of the Roll Up transactions with respect to such Real Estate (other than payment of any amounts to be made with proceeds of the Loans) shall have been satisfied such that after receipt by SECTION 6.10the applicable mortgage lender of such funds and performance by such lender of certain administrative or ministerial tasks related thereto, the form Borrower may consummate the Roll Up transactions with respect to such Real Estate and substance (y) the Agent shall have received and approved the settlement statement detailing the amounts to be paid by the Title Company in respect of which the Roll Up of such Real Estate; (iv) Prior to the completion of the Roll Up, without the Agent’s express prior written consent, the Title Company shall be satisfactory not disburse any proceeds of the Loans to Foothill reimburse the Hertz Investment Group for costs related to the Roll Up or to make any contribution to the BVI Entities; and (v) The Title Company shall at all times hold in escrow, for the benefit of the Agent and its counselthe Lenders, any portion of the Loan proceeds delivered to it by the Agent that has not been disbursed to fund any Roll Up transactions as set forth in this §8.16(a). (b) within 30 days following To the First Amendment Dateextent that the Borrower has not consummated the Roll Up in full by 5:00 p.m. Eastern Time on August 14, 2019, the Borrower shall at such time, upon request of Agent, deliver to Foothill each the Agent an updated Compliance Certificate calculating compliance with the financial covenants in §9 based only on the Real Estate that is then actually owned by the Borrower and its Subsidiaries pursuant to the Roll Up and if the Borrower is not then in compliance with such financial covenants, (x) the Lenders shall not be obligated to fund any Loans or issue any Letters of Credit thereafter, (y) the Agent may direct the Title Company to return to the Agent any portion of the Collateral Assignments of Key Leases, together with an appropriate consent to hypothecation from the lessor under the relevant Key Lease, Loan proceeds previously delivered to the extent Title Company and apply any such funds to repay the same were not required Loans and (z) the Agent may, upon notice to the Borrower, declare an immediate Event of Default or, at its option, require that Borrower make a mandatory prepayment under Section 3.2(a) in an amount necessary to bring the Loans into compliance with the financial covenants in §9 based only on the Real Estate that is then actually owned by Foothill the Borrower and its Subsidiaries pursuant to the Roll Up, and the Commitments shall be delivered on or before the Closing Date under SECTION 3.1. (c) within 30 days following the First Amendment Date, deliver to Foothill each reduced pro rata in accordance with their respective Commitment Percentages of the Collateral Assignments of Tower Leases, other than with respect to (i) the Old New York Tower Lease, (ii) the Fort Worth Tower Lease, and (iii) the Brookfield Tower Lease, together with an appropriate consent to hypothecation from the lessor under the relevant Tower Lease, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1 (Page 79 of 142 Pages) (d) within 30 days following the First Amendment Date, deliver to Foothill each of the Mortgages (and Foothill shall have received opinions of Foothill's several local counsel relative thereto, each in form and substance satisfactory to Foothill in its reasonable (from the perspective of a secured lender) discretion), Collateral Access Agreements (other than with respect to (i) the Old New York Tower Lease, (ii) the Fort Worth Tower Lease, and (iii) the Brookfield Tower Lease), Mortgage Policies, in each case, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1amount prepaid. (e) within 180 days following the Closing Date, deliver to Foothill satisfactory evidence of the consummation of each of the Restructuring Transactions.

Condition Subsequent. As conditions a condition subsequent to initial closing hereunder, Borrower shall perform or cause to be performed each of the following (the failure by Borrower to so perform or cause to be performed any of the following constituting an Event of Default): (a) within 30 Within ninety (90) days of the Amendment Closing Date, Borrower shall deliver to Foothill Lender the certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION 6.10Section 6.6, the form and substance of which shall be satisfactory to Foothill Lender and its counsel; provided, however, that copies of all endorsements to such insurance policies shall be delivered within thirty (30) days after the Amendment Closing Date. (b) within 30 Within thirty (30) days following after the First Amendment Closing Date, Borrower shall deliver to Foothill each Lender evidence satisfactory to Lender that all defaults and events of the Collateral Assignments of Key Leases, together with an appropriate consent to hypothecation from the lessor default under the relevant Key LeaseLease Agreement dated April 6, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.11997, between Frame-N-Lens Optical, Inc. and Banc One Leasing Corporation have been cured. (c) within 30 Within thirty (30) days following after the First Amendment Closing Date, deliver to Foothill each of the Collateral Assignments of Tower Leases, other than with respect to Lender shall have (i) received appraisals of the Old New York Tower Lease, Inventory satisfactory to Lender and (ii) completed a field examination or audit of the Fort Worth Tower Leaseassets of Borrower and its Subsidiaries and an inspection of each warehouse or distribution center storing any Inventory, and (iii) the Brookfield Tower Lease, together with an appropriate consent results thereof shall be acceptable to hypothecation from the lessor under the relevant Tower Lease, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1 (Page 79 of 142 Pages)Lender in its sole discretion. (d) within 30 On or before May 31, 2000, Borrower shall deliver to Lender evidence satisfactory to Lender that Borrower and its Subsidiaries have completed the implementation of a new automated point of sale system. (e) Within sixty (60) days following of the First Amendment Closing Date, deliver to Foothill each of the Mortgages (and Foothill Lender shall have received opinions a complete business valuation appraisal from Ernst & Young of Foothill's several local counsel relative theretoBorrower and its Subsidiaries, each in form and substance satisfactory to Foothill in its reasonable Lender. (from f) Within thirty (30) days of the perspective of a secured lender) discretion)Amendment Closing Date, Collateral Access Borrower shall deliver to Lender Blocked Account Agreements (other than with respect to the Retail Store Accounts at Xxxxx Fargo Bank, National Association. (g) On or before December 31, 1999, Borrower shall deliver to Lender evidence that (i) Borrower and each of its Subsidiaries is duly qualified as a foreign corporation or limited liability and in good standing under the Old New York Tower Leaselaws of each jurisdiction where their ownership, lease or operation of property or conduct of their business requires such qualification, and (ii) the Fort Worth Tower Lease, and (iii) the Brookfield Tower Lease), Mortgage Policies, Borrower has filed in each casejurisdiction in which it is qualified to do business an amendment to its qualification to the effect that Borrower's name has changed from "National Vision Associates, Ltd." to "Vista Eyecare, Inc." to the extent the same were not required by Foothill that Borrower is permitted to be delivered on or before the Closing Date under SECTION 3.1use such name in such jurisdiction. (e) within 180 days following the Closing Date, deliver to Foothill satisfactory evidence of the consummation of each of the Restructuring Transactions.

Condition Subsequent. As conditions a condition subsequent to the initial closing hereunder, Borrower Borrowers shall perform or cause to be performed each of the following (the failure by Borrower Borrowers to so perform or cause to be performed any of the following constituting an Event of Default): (a) within 30 days of the Closing Date, deliver to Foothill Agent the certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION Section 6.10, the form and substance of which shall be satisfactory to Foothill Agent and its counsel.; (b) within 30 45 days following of the First Amendment Closing Date, deliver to Foothill each Agent duly executed originals of the Collateral Assignments of Key LeasesMortgages, together with an appropriate consent to hypothecation from the lessor under the relevant Key Lease, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1. (c) within 30 days following the First Amendment Date, deliver to Foothill each of the Collateral Assignments of Tower Leases, other than with respect to (i) the Old New York Tower Lease, (ii) the Fort Worth Tower Lease, and (iii) the Brookfield Tower Lease, together with an appropriate consent to hypothecation from the lessor under the relevant Tower Lease, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1 (Page 79 of 142 Pages) (d) within 30 days following the First Amendment Date, deliver to Foothill each of the Mortgages (and Foothill shall have received opinions of Foothill's several local counsel relative thereto, each in form and substance satisfactory to Foothill in Agent and its reasonable (from the perspective of a secured lender) discretion), Collateral Access Agreements (other than with respect to (i) the Old New York Tower Lease, (ii) the Fort Worth Tower Lease, and (iii) the Brookfield Tower Lease), Mortgage Policies, in each case, to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1.counsel; (ec) within 180 45 days following of the Closing Date, deliver to Foothill satisfactory evidence Agent copies of all previous completed phase-I environmental reports that are available and real estate surveys with respect to the Real Property Collateral; the environmental consultants and surveyors retained for such reports or surveys, the scope of the consummation reports or surveys, and the results thereof shall be acceptable to Agent in its reasonable discretion; (d) within 45 days of the Closing Date, deliver to the Agent mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts satisfactory to Agent assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable second priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to Agent; and (e) within 30 days after the Closing Date, establish with banks acceptable to the Agent, one or more depository accounts, under the dominion and control of the Agent and otherwise acceptable to the Agent, with respect to the Collections of each of the Restructuring TransactionsEligible Foreign Guarantor.

Condition Subsequent. As conditions a condition subsequent to initial closing hereunder, Borrower shall perform or cause to be performed each of the following (the failure by Borrower to so perform or cause to be performed any of the following constituting an Event of Default): (a) within 30 days of the Closing Date, deliver to Foothill the certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION Section 6.10, the form and substance of which shall be reasonably satisfactory to Foothill and its counsel. (b) on or as soon as possible after the Closing Date (and, in any event, within 30 days following the First Amendment Date, deliver to Foothill each of the Collateral Assignments of Key Leases, together with an appropriate consent to hypothecation from the lessor under the relevant Key Lease, Closing Date): (i) to the extent the same were not required by Foothill to be delivered available on or before the Closing Date under SECTION Section 3.1., Foothill shall have received a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; and (cii) within 30 days following the First Amendment Date, deliver to Foothill each of the Collateral Assignments of Tower Leases, other than shall have received a phase- I environmental report and a real estate survey shall have been completed with respect to (i) the Old New York Tower LeaseHuntsville Property and copies thereof delivered to Foothill; the environmental consultants and surveyors retained for such reports or surveys, (ii) the Fort Worth Tower Leasescope of the reports or surveys, and the results thereof shall be acceptable to Foothill in its sole discretion; and (iii) the Brookfield Tower Lease, together with an appropriate consent to hypothecation from the lessor under the relevant Tower Lease, to the extent the same were not required by Foothill to be delivered available on or before the Closing Date under SECTION 3.1 (Page 79 of 142 Pages) (d) within 30 days following the First Amendment DateSection 3.1, deliver to Foothill each of the Mortgages (and Foothill shall have received the Lockbox Agreements, duly executed, and each such document shall be in full force and effect. (c) upon the request of Foothill (if ever) after the Closing Date, within 60 days after the date of such request: (i) the Mortgage on the Chelmsford Property shall have been duly executed and delivered by Borrower, and the same shall be in full force and effect, and such Mortgage shall have been recorded in the office of the county recorder for Middlesex County, Massachusetts; (ii) Foothill shall have received supplemental opinions of FoothillBorrower's several local counsel relative theretocounsel, each in form and substance satisfactory to Foothill in its reasonable sole discretion, in respect of the Mortgage on the Chelmsford Property; (from iii) Foothill shall have received a preliminary title report in respect of the perspective of Chelmsford Property in form and substance reasonably satisfactory to Foothill; and (iv) Foothill shall have received a secured lender) discretion), Collateral Access Agreements (other than phase- I environmental report and a real estate survey shall have been completed with respect to the Chelmsford Property and copies thereof delivered to Foothill; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the results thereof shall be acceptable to Foothill in its sole discretion. (d) upon the request of Foothill (if ever) after the Closing Date, within 30 days after the date of such request: (i) a Mortgage on any Real Property acquired by Borrower after the Closing Date shall have been duly executed and delivered by Borrower, and the same shall be in full force and effect, and such Mortgage shall have been recorded in the office of the county recorder for the county in which such Real Property is located; (ii) Foothill shall have received supplemental opinions of Borrower's counsel, in form and substance satisfactory to Foothill in its sole discretion, in respect of the Mortgage on such Real Property; (iii) Foothill shall have received a preliminary title report in respect of such Real Property in form and substance reasonably satisfactory to Foothill; and (iv) Foothill shall have received a phase- I environmental report and a real estate survey shall have been completed with respect to the such Real Property and copies thereof delivered to Foothill; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the results thereof shall be acceptable to Foothill in its sole discretion. (e) in the event the Reston Sale/Leaseback is not consummated within 180 days of the Closing Date: (i) the Old New York Tower LeaseMortgage on the Reston Property shall have been duly executed and delivered by Borrower, and the same shall be in full force and effect, and such Mortgage shall have been recorded in the office of the county recorder for Fairfax County, Virginia; (ii) Foothill shall have received supplemental opinions of Borrower's counsel, in form and substance satisfactory to Foothill in its sole discretion, in respect of the Fort Worth Tower Lease, and Mortgage on the Reston Property; (iii) Foothill shall have received a preliminary title report in respect of the Brookfield Tower LeaseReston Property in form and substance reasonably satisfactory to Foothill; and (iv) Foothill shall have received a phase- I environmental report and a real estate survey shall have been completed with respect to the Reston Property and copies thereof delivered to Foothill; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the results thereof shall be acceptable to Foothill in its sole discretion. (f) within 60 days of either (i) the date that Borrower makes the Permitted Repayment Investment in respect of the indebtedness of IG Australia owing to the IG Australia Existing Lender or (ii) one or more Letters of Credit are issued to IG Australia Existing Lender in support of the indebtedness of IG Australia owing to IG Australia Existing Lender and IG Australia Existing Lender releases its Lien on the capital stock of IG Australia (in either case, the "IG Australia Payoff Date"), Mortgage Policiesexecute and deliver an appropriate supplement to the Pledge Agreement and deliver to Foothill possession of the original stock certificates, respecting 65% of the issued and outstanding shares of stock of IG Australia, together with stock powers with respect thereto endorsed in each caseblank; provided, however, that to the extent, if any, that such shares are required to be pledged to the holder of any project financing indebtedness of IG Australia incurred after the IG Australia Payoff Date as security for such indebtedness, then, upon Borrower's written request therefor and with Foothill's prior written consent thereto (not to be unreasonably withheld), Foothill agrees to release its Lien on such shares; provided further, that if such holder will permit such subordination, then, notwithstanding the foregoing proviso, Foothill's Lien on such shares will not be released and will become a subordinate Lien pursuant to documentation in form and substance reasonably satisfactory to Foothill and such holder. (g) within 90 days of the Closing Date, Foothill shall have completed appraisals of the Equipment and the results of such appraisals shall be satisfactory to Foothill. (h) to the extent the same were not required by Foothill to be delivered available on or before the Closing Date under SECTION Section 3.1. (e) , Foothill shall have received, within 180 30 days following of the Closing Date, deliver to Foothill satisfactory evidence the original certificates representing or evidencing all of the consummation of each of Pledged Shares (as defined in the Restructuring TransactionsPledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; (i) from and after the Closing Date up until the date that is 90 days after the Closing Date, Borrower shall use its continued best efforts to obtain Collateral Access Agreements from lessors, warehousemen, bailees, and other third persons as Foothill may require.