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 the following (the failure by Borrower to so perform or cause to be performed 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 of the Closing Date, Foothill shall have received satisfactory evidence that all Intellectual Property of any of Borrower's Subsidiaries shall have been assigned to Borrower; (c) within 30 days of the Closing Date, Foothill shall have received satisfactory evidence that all of Borrower's copyrightable material (other than Exempt Copyrights), including copyrightable material assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered with the United States Copyright Office, and that all such copyrightable material and any proceeds thereof are specifically encumbered by the Copyright Security Agreement; (d) within 30 days of the Closing Date, Foothill shall have received satisfactory evidence that all of Borrower's patentable inventions (other than Exempt Patents), including patentable inventions assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered with the United States Patent and Trademark Office, and that all such patentable inventions and any proceeds thereof are specifically encumbered by the Patent Security Agreement; (e) within 30 days of the Closing Date, each Foreign Currency Bank shall establish and maintain tri-party blocked-on-demand account agreements with Foothill and Borrower or its Subsidiaries in accordance with SECTION 2.7(d); (f) within 90 days of the Closing Date, deliver or cause to be delivered such agreements, instruments, or other documents, including an opinion of counsel in form and substance satisfactory to Foothill, as Foothill shall request in order to perfect its security interest in Borrower's Inventory and other property located in The Netherlands; and (g) upon Foothill's request, within 90 days of the Closing Date, deliver or cause to be delivered such agreements, instruments, or other documents, including an opinion of counsel in form and substance satisfactory to Foothill, as Foothill shall request in order to perfect its security interest in Borrower's Inventory and other property located in Thailand; and

Condition Subsequent. As conditions a condition subsequent to initial closing hereunder, Borrower shall perform or cause to be performed the following (the failure by Borrower to so perform or cause to be performed 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 of the Closing Date): (i) to the extent not available on or before the Closing Date under 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 (ii) Foothill shall have received a phase- I environmental report and a real estate survey shall have been completed with respect to the Huntsville 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; and (iii) to the extent not available on or before the Closing Date under Section 3.1, 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 Borrower's counsel, in form and substance satisfactory to Foothill in its sole discretion, in respect of the Mortgage on the Chelmsford Property; (iii) Foothill shall have received a preliminary title report in respect of the Chelmsford 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 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 Mortgage 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 Mortgage on the Reston Property; (iii) Foothill shall have received a preliminary title report in respect of the Reston 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"), execute 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 blank; 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 received completed appraisals of the Equipment and the results of such appraisals shall be satisfactory evidence that all Intellectual Property of any of Borrower's Subsidiaries to Foothill. (h) to the extent not available on or before the Closing Date under Section 3.1, Foothill shall have been assigned to Borrower; (c) received, within 30 days of the Closing Date, Foothill shall have received satisfactory evidence that the original certificates representing or evidencing all of Borrower's copyrightable material the Pledged Shares (other than Exempt Copyrightsas defined in the Pledge Agreement), including copyrightable material assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered together with the United States Copyright Office, and that all such copyrightable material and any proceeds thereof are specifically encumbered by the Copyright Security Agreementstock powers or equivalent assignments with respect thereto duly endorsed in blank; (di) within 30 from and after the Closing Date up until the date that is 90 days of after the Closing Date, Foothill Borrower shall have received satisfactory evidence that all of Borrower's patentable inventions (other than Exempt Patents)use its continued best efforts to obtain Collateral Access Agreements from lessors, including patentable inventions assigned to Borrower pursuant to SECTION 3.3(b)warehousemen, shall have been registered with the United States Patent and Trademark Officebailees, and that all such patentable inventions and any proceeds thereof are specifically encumbered by the Patent Security Agreement; (e) within 30 days of the Closing Date, each Foreign Currency Bank shall establish and maintain tri-party blocked-on-demand account agreements with Foothill and Borrower or its Subsidiaries in accordance with SECTION 2.7(d); (f) within 90 days of the Closing Date, deliver or cause to be delivered such agreements, instruments, or other documents, including an opinion of counsel in form and substance satisfactory to Foothill, third persons as Foothill shall request in order to perfect its security interest in Borrower's Inventory and other property located in The Netherlands; and (g) upon Foothill's request, within 90 days of the Closing Date, deliver or cause to be delivered such agreements, instruments, or other documents, including an opinion of counsel in form and substance satisfactory to Foothill, as Foothill shall request in order to perfect its security interest in Borrower's Inventory and other property located in Thailand; andmay require.

Condition Subsequent. As conditions subsequent to initial closing hereunderWithin seventy-five (75) days after the Initial Extension of Credit, Borrower shall perform or cause to be performed the following (the failure by Borrower to so perform or cause to be performed 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 of the Closing Date, Foothill shall have received satisfactory evidence that all Intellectual Property of any of Borrower's Subsidiaries shall have been assigned to Borrower; (c) within 30 days of the Closing Date, Foothill shall have received satisfactory evidence that all of Borrower's copyrightable material (other than Exempt Copyrights), including copyrightable material assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered with the United States Copyright Office, and that all such copyrightable material and any proceeds thereof are specifically encumbered by the Copyright Security Agreement; (d) within 30 days of the Closing Date, Foothill shall have received satisfactory evidence that all of Borrower's patentable inventions (other than Exempt Patents), including patentable inventions assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered with the United States Patent and Trademark Office, and that all such patentable inventions and any proceeds thereof are specifically encumbered by the Patent Security Agreement; (e) within 30 days of the Closing Date, each Foreign Currency Bank shall establish and maintain tri-party blocked-on-demand account agreements with Foothill and Borrower or its Subsidiaries in accordance with SECTION 2.7(d); (f) within 90 days of the Closing Date, deliver or cause to be delivered to the First Lien Collateral Agent (i) American Land Title Association/American Congress on Surveying and Mapping form surveys for the Initial Mortgaged Properties, for which all necessary fees (where applicable) have been paid, and dated no sooner than forty-five (45) days after the Initial Extension of Credit, certified to the First Lien Collateral Agent and the issuer of the First Lien Mortgage Policies in the form previously provided to the First Lien Collateral Agent or otherwise in a manner reasonably satisfactory to the First Lien Collateral Agent by a land surveyor duly registered and licensed in the States in which the property described in such agreementssurveys is located and reasonably acceptable to the First Lien Collateral Agent, instrumentsshowing all on-site buildings and other improvements, the location of any on-site easements, rights of way, building set back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other documentsdefects, including an opinion of counsel other than Permitted Liens and (ii) at Borrower’s cost and expense, (A) a “land same as survey” endorsement to each First Lien Mortgage Policy for each Initial Mortgaged Property in form and substance satisfactory reasonably acceptable to Foothill, as Foothill shall request in order the First Lien Collateral Agent and (B) an endorsement to perfect its security interest in Borrower's Inventory and other property located in The Netherlands; and (g) upon Foothill's request, within 90 days of the Closing Date, deliver or cause to be delivered each such agreements, instruments, or other documents, including an opinion of counsel First Lien Mortgage Policy in form and substance satisfactory reasonably acceptable to Foothillthe First Lien Collateral Agent removing the standard survey exception from each such First Lien Mortgage Policy and excepting only the matters identified in the survey referred to in clause (i) and listed in a reasonably detailed survey reading, as Foothill shall request in order each case, with respect to perfect its security interest in Borrower's Inventory and other property located in Thailand; andthe land covered by such survey. LSP Gen Finance First Lien Credit Agreement

Condition Subsequent. As conditions a condition subsequent to initial closing hereunder, Borrower shall perform or cause to be performed the following (the failure by Borrower to so perform or cause to be performed 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; (bc) on or before December 31, 1999, Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (i) The IPS Copyright Security Agreement; and (ii) The IPS Trademark Security Agreement; (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 after acquired Real Property; (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 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) within 90 days following the Closing Date, Foothill shall have received satisfactory evidence that all Intellectual Property existing copyrights of any of Borrower's Subsidiaries shall have been assigned to Borrower; (c) within 30 days of the Closing Date, Foothill shall have received satisfactory evidence that all of Borrower's copyrightable material Borrower (other than Exempt Copyrights), including copyrightable material assigned ) required to Borrower pursuant to SECTION 3.3(b), shall be registered under Section 6.17 have been registered with the United States Copyright OfficeOffice (or are the subject of a diligently prosecuted application therefor), and that all such copyrightable material copyrights (other than Exempt Copyrights) and any proceeds thereof are specifically encumbered by the Copyright Security Agreement; (df) 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"), execute 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 blank; 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 not available on or before the Closing Date under Section 3.1, Foothill shall have received, within 30 days of the Closing Date, Foothill shall have received satisfactory evidence that the original certificates representing or evidencing all of Borrower's patentable inventions the Pledged Shares (other than Exempt Patentsas defined in the Pledge Agreement), including patentable inventions assigned together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; provided, however, that with respect to Borrower pursuant to SECTION 3.3(b), shall have been registered with any "Pledged Foreign Issuer" (as defined in the United States Patent and Trademark Office, and that all such patentable inventions and any proceeds thereof are specifically encumbered by the Patent Security Pledge Agreement; (e) within 30 days as of the Closing Date, each Foreign Currency Bank shall establish and maintain tri-party blocked-on-demand account agreements with Foothill and Borrower or its Subsidiaries in accordance with SECTION 2.7(d); the Obligors need not (fi) within 90 days of the Closing Date, deliver or cause to be delivered the original certificates (to the extent any exist) representing or evidencing the Pledged Shares issued by such agreementsPledged Foreign Issuer, instruments, or other documents, including an opinion of counsel in form and substance satisfactory to Foothill, as Foothill shall request in order to perfect its security interest in Borrower's Inventory and other property located in The Netherlands; and nor (gii) upon Foothill's request, within 90 days of the Closing Date, deliver comply or cause to be delivered complied with all applicable foreign law registration requirements for perfecting, under such agreementsforeign law, instrumentsthe Lien of Foothill on such Pledged Shares, or other documentsin each case, including until the date 60 days following the Closing Date before the failure to do so would constitute an opinion Event of counsel in form and substance satisfactory to Foothill, as Foothill shall request in order to perfect its security interest in Borrower's Inventory and other property located in Thailand; andDefault.

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, Foothill shall have received satisfactory evidence that all Intellectual Property of any of Borrower's Subsidiaries shall have been assigned to Borrower;Date under SECTION 3.1. (c) within 30 days following the First Amendment Date, deliver to Foothill each of the Closing DateCollateral Assignments of Tower Leases, Foothill shall have received satisfactory evidence that all of Borrower's copyrightable material (other than Exempt Copyrights)with respect to (i) the Old New York Tower Lease, including copyrightable material assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered with (ii) the United States Copyright OfficeFort Worth Tower Lease, and that all such copyrightable material and any proceeds thereof are specifically encumbered (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 Copyright Security Agreement;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 Closing Date, Mortgages (and Foothill shall have received satisfactory evidence that all opinions of BorrowerFoothill's patentable inventions (other than Exempt Patents), including patentable inventions assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered with the United States Patent and Trademark Office, and that all such patentable inventions and any proceeds thereof are specifically encumbered by the Patent Security Agreement; (e) within 30 days of the Closing Dateseveral local counsel relative thereto, each Foreign Currency Bank shall establish and maintain tri-party blocked-on-demand account agreements with Foothill and Borrower or its Subsidiaries in accordance with SECTION 2.7(d); (f) within 90 days of the Closing Date, deliver or cause to be delivered such agreements, instruments, or other documents, including an opinion of counsel in form and substance satisfactory to FoothillFoothill in its reasonable (from the perspective of a secured lender) discretion), as 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 shall request in order to perfect its security interest in Borrower's Inventory and other property located in The Netherlands; andbe delivered on or before the Closing Date under SECTION 3.1. (ge) upon Foothill's request, within 90 180 days of following the Closing Date, deliver or cause to be delivered such agreements, instruments, or other documents, including an opinion Foothill satisfactory evidence of counsel in form and substance satisfactory to Foothill, as Foothill shall request in order to perfect its security interest in Borrower's Inventory and other property located in Thailand; andthe consummation of each of the Restructuring Transactions.

Condition Subsequent. As conditions subsequent to initial closing hereunder, Borrower shall perform or cause to be performed the following (the failure by Borrower to so perform or cause to be performed 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 form and substance of which shall be satisfactory to Foothill and its counsel; (b) within 30 days of the Closing Date, Foothill shall have received satisfactory evidence that all Intellectual Property of any of Borrower's Subsidiaries shall have been assigned to Borrower; (c) within 30 days of the Closing Date, Foothill shall have received satisfactory evidence that all of Borrower's copyrightable material (other than Exempt Copyrights), including copyrightable material assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered with the United States Copyright Office, and that all such copyrightable material and any proceeds thereof are specifically encumbered by the Copyright Security Agreement; (d) within 30 days of the Closing Date, Foothill shall have received satisfactory evidence that all of Borrower's patentable inventions (other than Exempt Patents), including patentable inventions assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered with the United States Patent and Trademark Office, and that all such patentable inventions and any proceeds thereof are specifically encumbered by the Patent Security Agreement; (e) within 30 days of the Closing Date, each Foreign Currency Bank shall establish and maintain tri-party blocked-on-demand account agreements with Foothill and Borrower or its Subsidiaries submission in accordance with SECTION 2.7(d); (f) within 90 days of the Closing Date, deliver or cause to be delivered such agreements, instruments, or other documents, including an opinion of counsel in a form and substance satisfactory to Foothillthe 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 Foothill shall request at the Original Issue Date in order to perfect its security interest in Borrower's Inventory accordance with the Agreed Bridge Equity Issue Shares Documentation and other property located in The Netherlandsprovide evidence of such issuance on the Issuer’s transfer agent’s books; and (gB) upon Foothill's request, within 90 days the Warrant Shares in accordance with the exercise provisions of the Closing DateWarrant Instrument, deliver or cause 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 be delivered such agreementsreceive 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 Annual Report on Form 10-K for the year ended 31 December 2022 with the U.S. Securities and Exchange Commission, instrumentsthe 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, or other documentsas amended, including an opinion of counsel on a registration statement on Form S-3 (in form and substance satisfactory acceptable to Foothillthe 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, as Foothill shall request in order within twenty (20) Business Days of the Original Issue Date, obtain, and provide the Trustee with a copy of, the applicable consent from the Jersey Financial Services Commission for the Issuer to perfect its security interest in Borrower's Inventory and other property located in Thailandissue: (i) the Notes; and (ii) the Existing Notes, 87 in each case, to more than ten (10) Bridge Noteholders pursuant to the Control of Borrowing (Jersey) Order 1958.

Condition Subsequent. As conditions a condition subsequent to initial closing hereunder, Borrower shall perform or cause to be performed the following (the failure by Borrower to so perform or cause to be performed 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 of after the Amendment Closing Date, Foothill Borrower shall have received deliver to Lender evidence satisfactory evidence to Lender that all Intellectual Property defaults and events of any of Borrower's Subsidiaries shall default under the Lease Agreement dated April 6, 1997, between Frame-N-Lens Optical, Inc. and Banc One Leasing Corporation have been assigned to Borrower;cured. (c) within 30 Within thirty (30) days of after the Amendment Closing Date, Foothill Lender shall have (i) received appraisals of the Inventory satisfactory evidence that all to Lender and (ii) completed a field examination or audit of Borrower's copyrightable material (other than Exempt Copyrights), including copyrightable material assigned to the assets of Borrower pursuant to SECTION 3.3(b), shall have been registered with the United States Copyright Officeand its Subsidiaries and an inspection of each warehouse or distribution center storing any Inventory, and that all such copyrightable material and any proceeds the results thereof are specifically encumbered by the Copyright Security Agreement;shall be acceptable to Lender in its sole discretion. (d) within 30 days 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 the Closing Date, Foothill shall have received satisfactory evidence that all a new automated point of Borrower's patentable inventions (other than Exempt Patents), including patentable inventions assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered with the United States Patent and Trademark Office, and that all such patentable inventions and any proceeds thereof are specifically encumbered by the Patent Security Agreement;sale system. (e) within 30 Within sixty (60) days of the Amendment Closing Date, each Foreign Currency Bank Lender shall establish have received a complete business valuation appraisal from Ernst & Young of Borrower and maintain tri-party blocked-on-demand account agreements with Foothill and Borrower or its Subsidiaries in accordance with SECTION 2.7(d); (f) within 90 days of the Closing DateSubsidiaries, deliver or cause to be delivered such agreements, instruments, or other documents, including an opinion of counsel in form and substance satisfactory to FoothillLender. (f) Within thirty (30) days of the Amendment Closing Date, as Foothill Borrower shall request in order deliver to perfect its security interest in Borrower's Inventory and other property located in The Netherlands; andLender Blocked Account Agreements with respect to the Retail Store Accounts at ▇▇▇▇▇ Fargo Bank, National Association. (g) upon Foothill's requestOn or before December 31, within 90 days 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 Closing Datelaws of each jurisdiction where their ownership, deliver lease or cause operation of property or conduct of their business requires such qualification, and (ii) Borrower has filed in each jurisdiction in which it is qualified to be delivered such agreements, instruments, or other documents, including do business an opinion of counsel in form and substance satisfactory amendment to Foothill, as Foothill shall request in order its qualification to perfect its security interest in the effect that Borrower's Inventory and other property located name has changed from "National Vision Associates, Ltd." to "Vista Eyecare, Inc." to the extent that Borrower is permitted to use such name in Thailand; andsuch jurisdiction.

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, Foothill shall have received satisfactory evidence that all Intellectual Property of any of Borrower's Subsidiaries shall have been assigned to Borrower;Date under SECTION 3.1. (c) within 30 days following the First Amendment Date, deliver to Foothill each of the Closing DateCollateral Assignments of Tower Leases, Foothill shall have received satisfactory evidence that all of Borrower's copyrightable material (other than Exempt Copyrights)with respect to (i) the Old New York Tower Lease, including copyrightable material assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered with (ii) the United States Copyright OfficeFort Worth Tower Lease, and that all such copyrightable material and any proceeds thereof are specifically encumbered (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 Copyright Security Agreement;Closing Date under SECTION 3.1 (Page 73 of 136 Pages) (d) within 30 days following the First Amendment Date, deliver to Foothill each of the Closing Date, Mortgages (and Foothill shall have received satisfactory evidence that all opinions of BorrowerFoothill's patentable inventions (other than Exempt Patents), including patentable inventions assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered with the United States Patent and Trademark Office, and that all such patentable inventions and any proceeds thereof are specifically encumbered by the Patent Security Agreement; (e) within 30 days of the Closing Dateseveral local counsel relative thereto, each Foreign Currency Bank shall establish and maintain tri-party blocked-on-demand account agreements with Foothill and Borrower or its Subsidiaries in accordance with SECTION 2.7(d); (f) within 90 days of the Closing Date, deliver or cause to be delivered such agreements, instruments, or other documents, including an opinion of counsel in form and substance satisfactory to FoothillFoothill in its reasonable (from the perspective of a secured lender) discretion), as 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 shall request in order to perfect its security interest in Borrower's Inventory and other property located in The Netherlands; andbe delivered on or before the Closing Date under SECTION 3.1. (ge) upon Foothill's request, within 90 180 days of following the Closing Date, deliver or cause to be delivered such agreements, instruments, or other documents, including an opinion Foothill satisfactory evidence of counsel in form and substance satisfactory to Foothill, as Foothill shall request in order to perfect its security interest in Borrower's Inventory and other property located in Thailand; andthe 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 the following (the failure by Borrower Borrowers to so perform or cause to be performed 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) During each year of the term of this Agreement, Foothill shall have received the results of the full physical inventory performed at Borrowers on or about the immediately preceding June 30, as soon as the same becomes available, but in no event later than September 30 of each such year, which shall be satisfactory to Foothill; (c) within 30 60 days of the Closing Date, Foothill shall have received a follow-up audit of the Inventory of ▇▇▇▇▇▇▇, ▇▇▇▇, Vanguard and CSL, which shall be satisfactory evidence that all Intellectual Property of any of Borrower's Subsidiaries shall have been assigned to BorrowerFoothill; (cd) within 30 60 days of the Closing Date, Foothill shall have received the results of an audit of all Borrowers which shall be satisfactory evidence that all of Borrower's copyrightable material (other than Exempt Copyrights), including copyrightable material assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered with the United States Copyright Office, and that all such copyrightable material and any proceeds thereof are specifically encumbered by the Copyright Security AgreementFoothill; (de) within 30 as soon as available, but no later than November 30, 2000, Foothill shall have received the Management Letter issued by Borrowers' accountants, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 of the after Closing Date, Foothill shall have received evidence reasonably satisfactory evidence to Foothill that all of Borrower's patentable inventions (other than Exempt Patents), including patentable inventions assigned to Borrower pursuant to SECTION 3.3(b), Windsor and Vanguard shall have been registered consummated a merger, with one of such Borrowers as the United States Patent and Trademark Office, and that all such patentable inventions and any proceeds thereof are specifically encumbered by the Patent Security Agreementsurviving corporation; (eg) within 30 on or before fourteen (14) days of the after Closing Date, each Foreign Currency Foothill shall have received a Lockbox Agreement executed by Concepts and a Lockbox Bank shall establish and maintain tri-party blocked-on-demand account agreements with Foothill and Borrower or its Subsidiaries in accordance with SECTION 2.7(d)that receives Concepts' Collections; (fh) within 90 on or before sixty (60) days of the after Closing Date, deliver or cause Foothill shall have received (i) a survey for the Hernando Property, prepared and certified to be delivered such agreementsFoothill by a registered land surveyor reasonably satisfactory to Foothill, instrumentsand (ii) an ALTA form mortgagee title insurance policy with respect to the Mortgage by Stylecraft in favor of Foothill covering the Hernando Property, or other documents, including an opinion of counsel in form and substance reasonably satisfactory to Foothill, as Foothill shall request in order to perfect its security interest in Borrower's Inventory and other property located in The Netherlands; and (gi) upon Foothill's request, within 90 on or before ten (10) days of the after Closing Date, deliver Foothill shall have received UCC-3 termination statements with respect to the following UCC-1 financing statements filed of record: (A) all UCC-1 financing statements filed against Concepts by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services, Inc., (B) 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 cause by Bank of America, N.A., as successor in interest to be delivered such agreementsSuburban Bank, instruments(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 other documentsbefore five (5) days after Closing Date, including an opinion Foothill shall have received (A) the Stock certificate issued by MHI to Parent, (B) the Stock certificate issued by ▇▇▇▇▇▇▇▇▇.▇▇▇ in favor of counsel Parent, and (C) Stock certificate no. 18 for 50,000 shares of Preferred Stock issued by Decor in form and substance favor of Parent or evidence reasonably satisfactory to FoothillFoothill that such certificate is not issued and held by Parent or any other Person; (k) on or before thirty (30) days after Closing Date, as Foothill shall request in order have received Credit Card Acknowledgments from all of the following Credit Card Issuers and Credit Card Processors (as applicable) with respect to perfect its security interest in Borrower's Inventory Credit Card Agreements to which the following Borrowers are party: (A) Petals: Discover Financial, Diners Club and other property located in ThailandPetals' private label credit card; (B) Artisan: Superior Bank (MasterCard); (C) ▇▇ ▇▇▇▇▇▇▇▇ 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 that arrangements have ben completed for automatic wire transfers from all depository accounts maintained by each of Petals-CT, Petals-FL, Petals-NY and Petal-PA to a Lockbox Bank.