Common use of Condition Subsequent Clause in Contracts

Condition Subsequent. (a) 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 Agreed Bridge Equity Issue Shares and the Warrant Shares to the New York Stock Exchange and provide evidence of such submission in a form and substance satisfactory to 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 Annual 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 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 issue: (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 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) The Issuer shall: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) as soon as reasonably practicable 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 later than required by Foothill to be delivered on or before the date falling two Closing Date under SECTION 3.1 (2Page 79 of 142 Pages) (d) Business Days immediately within 30 days following the Original Issue First Amendment Date, submit a supplemental listing application in respect deliver to Foothill each of the Agreed Bridge Equity Issue Shares Mortgages (and the Warrant Shares to the New York Stock Exchange and provide evidence Foothill shall have received opinions of such submission Foothill's several local counsel relative thereto, each in a form and substance satisfactory to the Bridge Noteholders Foothill in its reasonable (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 Annual 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 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 perspective of a secured lender) discretion), Collateral Access Agreements (other than with respect to issue: (i) the Notes; and Old New York Tower Lease, (ii) the Existing NotesFort Worth Tower Lease, 87 and (iii) the Brookfield Tower Lease), Mortgage Policies, in each case, to more than ten the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1. (10e) Bridge Noteholders pursuant within 180 days following the Closing Date, deliver to Foothill satisfactory evidence of the Control consummation of Borrowing (Jersey) Order 1958each of the Restructuring Transactions.

Condition Subsequent. 5.1. It shall be an Event of Default under Section 7.1(e) of the Credit Agreement if, within fourteen (a14) days of the Fifth Amendment Effective Date (which date may be extended by the written approval of the Administrative Agent in its reasonable discretion), the Loan Parties do not engage a consultant (the “Consultant”) selected from the list provided to the Loan Parties by the Administrative Agent, to make recommendations as to methods of operation and internal controls of the Loan Parties (collectively, the “Consultant Recommendations”). The Issuer shall: Loan Parties acknowledge and agree that the Consultant will work with (i) a liaison in Pittsburgh, Pennsylvania with respect to the Consultant’s review of the Loan Parties’ corporate operations and controls, and (ii) a liaison in Laurel, Maryland with respect to the Consultant’s review of the Loan Parties’ Mid-Atlantic operations and controls. The scope of the Consultant’s review shall be acceptable to the Administrative Agent and the Lenders; provided, that the Administrative Agent and the Lenders acknowledge and agree that so long as soon as the Consultant’s report includes reasonably practicable detailed analysis of each requirement set forth on Exhibit A attached hereto, the scope of the Consultant’s review shall be deemed acceptable. The Consultant’s report shall be delivered to the Administrative Agent at the same time it is delivered to the Loan Parties, and the Administrative Agent shall promptly deliver copies of such report to the Lenders. The Loan Parties authorize the Consultant to communicate directly with the Administrative Agent and the Lenders with respect to the Consultant’s report and the Consultant Recommendations. For the avoidance of doubt, the Consultant’s engagement shall be limited to making the Consultant Recommendations and providing a report with respect thereto, and the Consultant shall not later than be engaged for the date falling two purpose of conducting ongoing monitoring or maintenance of the Loan Parties. 5.2. It shall be an Event of Default under Section 7.1(e) of the Credit Agreement if, within ten (210) Business Days immediately following the Original Issue Date, submit a supplemental listing application in respect of receipt of the Agreed Bridge Equity Issue Shares Consultant’s report by the Loan Parties, the Loan Parties do not provide the Administrative Agent and the Warrant Shares Lenders a written action plan to address the New York Stock Exchange and provide evidence of such submission in a form and substance satisfactory to 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) aboveConsultant Recommendations, 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 Instrumentincluding an estimated completion schedule, 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 Annual 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 reasonably 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 filingAdministrative Agent. (b) The Issuer shall, 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 issue: (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 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) The Issuer shall:Within ninety (90) days of the Amendment Closing Date, Borrower shall deliver to Lender the certified copies of the policies of insurance, as are required by Section 6.6, the form and substance of which shall be satisfactory to 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 thirty (30) days after the Amendment Closing Date, Borrower shall deliver to Lender evidence satisfactory to Lender that all defaults and events of default under the Lease Agreement dated April 6, 1997, between Frame-N-Lens Optical, Inc. and Banc One Leasing Corporation have been cured. (c) Within thirty (30) days after the Amendment Closing Date, Lender shall have (i) as soon as reasonably practicable received appraisals of the Inventory satisfactory to Lender and not later than (ii) completed a field examination or audit of the date falling two assets of Borrower and its Subsidiaries and an inspection of each warehouse or distribution center storing any Inventory, and the results thereof shall be acceptable to Lender in its sole discretion. (2d) Business Days immediately following On or before May 31, 2000, Borrower shall deliver to Lender evidence satisfactory to Lender that Borrower and its Subsidiaries have completed the Original Issue implementation of a new automated point of sale system. (e) Within sixty (60) days of the Amendment Closing Date, submit Lender shall have received a supplemental listing application complete business valuation appraisal from Ernst & Young of Borrower and its Subsidiaries, in respect of the Agreed Bridge Equity Issue Shares and the Warrant Shares to the New York Stock Exchange and provide evidence of such submission in a form and substance satisfactory to Lender. (f) Within thirty (30) days of the Bridge Noteholders Amendment Closing Date, Borrower shall deliver to Lender Blocked Account Agreements with respect to the Retail Store Accounts at ▇▇▇▇▇ Fargo Bank, National Association. (acting reasonably); 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 laws of each jurisdiction where their ownership, lease or operation of property or conduct of their business requires such qualification, and (ii) as soon as reasonably practicable and not later than the date falling three (3) Business Days immediately following the date on Borrower has filed in each jurisdiction in which the New York Stock Exchange approves the supplemental listing application referred it is qualified to in paragraph 14.40(a)(i) above, the Issuer shall issue: (A) the Agreed Bridge Equity Issue Shares do business an amendment to its qualification to the Original Bridge Noteholders pro rata effect that Borrower's name has changed from "National Vision Associates, Ltd." 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"Vista Eyecare, 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 Annual 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 Inc." to the Majority Bridge Noteholders (acting reasonably and extent that Borrower is permitted to use such name in good faith)) and shall cause the same to become effective as soon as practicable after such filingjurisdiction. (b) The Issuer shall, 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 issue: (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. Within seventy-five (a75) The Issuer shall: days after the Initial Extension of Credit, shall cause the following to be delivered to the First Lien Collateral Agent (i) as soon as reasonably practicable American Land Title Association/American Congress on Surveying and not later 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 date falling two (2) Business Days immediately following Initial Extension of Credit, certified to the Original Issue Date, submit a supplemental listing application in respect First Lien Collateral Agent and the issuer of the Agreed Bridge Equity Issue Shares and First Lien Mortgage Policies in the Warrant Shares form previously provided to the New York Stock Exchange and provide evidence of such submission First Lien Collateral Agent or otherwise in a form and substance manner reasonably satisfactory to the Bridge Noteholders (acting reasonably); First Lien Collateral Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and reasonably acceptable to the First Lien Collateral Agent, showing 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 defects, other than Permitted Liens and (ii) as soon as reasonably practicable at Borrower’s cost 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) aboveexpense, the Issuer shall issue: (A) the Agreed Bridge Equity Issue Shares a “land same as survey” endorsement 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 Annual Report on Form 10-K First Lien Mortgage Policy 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 (each Initial Mortgaged Property in form and substance reasonably acceptable to the Majority Bridge Noteholders First Lien Collateral Agent and (acting B) an endorsement to each such First Lien Mortgage Policy in form and substance reasonably acceptable to the First Lien Collateral Agent removing the standard survey exception from each such First Lien Mortgage Policy and excepting only the matters identified in good faith)) and shall cause the same survey referred to become effective as soon as practicable after such filing. (b) The Issuer shall, 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 issue: in clause (i) the Notes; and (ii) the Existing Notesand listed in a reasonably detailed survey reading, 87 in each case, to more than ten (10) Bridge Noteholders pursuant with respect to the Control of Borrowing (Jersey) Order 1958.land covered by such survey. LSP Gen Finance First Lien Credit Agreement

Condition Subsequent. As a condition subsequent to initial closing hereunder, Borrowers shall perform or cause to be performed the following (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default): (a) The Issuer shall:within 30 days of the Closing Date, Foothill shall have received certified copies of the policies of insurance, together with the endorsements thereto, as are required by 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; (ib) 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 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 to Foothill; (d) within 60 days of the Closing Date, Foothill shall have received the results of an audit of all Borrowers which shall be satisfactory to Foothill; (e) as soon as reasonably practicable and not available, but no later than November 30, 2000, Foothill shall have received the date falling two (2) Business Days immediately following Management Letter issued by Borrowers' accountants, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, in conjunction with the Original Issue Dateaudited financial statements prepared by such accountants for Parent and its subsidiaries for their fiscal year ending June 30, submit a supplemental listing application 2000, which letter shall be in respect of the Agreed Bridge Equity Issue Shares and the Warrant Shares to the New York Stock Exchange and provide evidence of such submission in a form and substance satisfactory to Foothill; and (f) on or before fourteen (14) days after Closing Date, Foothill shall have received evidence reasonably satisfactory to Foothill that Windsor and Vanguard shall have consummated a merger, with one of such Borrowers as the Bridge Noteholders (acting reasonably)surviving corporation; (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 Hernando Property, prepared and certified to Foothill by a registered land surveyor reasonably satisfactory to Foothill, and (ii) 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 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 by Bank of America, N.A., as soon as reasonably practicable successor in interest to Suburban Bank, (D) California Secretary of State filing no. 9515060109 against Vanguard by Orix Credit Alliance, Inc. and not later than the date falling three (3E) Business Days immediately following the date Delaware Secretary of State filing no. 198806727 against Petals by People's Westchester Savings Bank; (j) on which the New York Stock Exchange approves the supplemental listing application referred to in paragraph 14.40(a)(ior before five (5) abovedays after Closing Date, the Issuer Foothill shall issue: have received (A) the Agreed Bridge Equity Issue Shares Stock certificate issued by MHI to Parent, (B) the Original Bridge Noteholders pro rata Stock certificate issued by ▇▇▇▇▇▇▇▇▇.▇▇▇ in favor of Parent, and (C) Stock certificate no. 18 for 50,000 shares of Preferred Stock issued by Decor in favor of Parent or evidence reasonably satisfactory to their participation in Foothill that such certificate is not issued and held by Parent or any other Person; (k) on or before thirty (30) days after Closing Date, Foothill shall have received Credit Card Acknowledgments from all of the Notes following Credit Card Issuers and Credit Card Processors (as at applicable) with respect to Credit Card Agreements to which the Original Issue Date in accordance with the Agreed Bridge Equity Issue Shares Documentation following Borrowers are party: (A) Petals: Discover Financial, Diners Club and provide evidence Petals' private label credit card; (B) Artisan: Superior Bank (MasterCard); (C) ▇▇ ▇▇▇▇▇▇▇▇ Services (MasterCard); (D) Windsor: Sanwa Bank and American Express; and (E) Stylecraft: Bank of such issuance on the Issuer’s transfer agent’s booksAmerica (Visa and MasterCard); and (Bl) 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 or before thirty (iii30) 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, 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 days after such filing. (b) The Issuer shall, within twenty (20) Business Days of the Original Issue Closing Date, obtainFoothill 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 provide the Trustee with Petal-PA to a copy of, the applicable consent from the Jersey Financial Services Commission for the Issuer to issue: (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 1958Lockbox 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) The Issuer shall: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) as soon as reasonably practicable 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 later than required by Foothill to be delivered on or before the date falling two Closing Date under SECTION 3.1 (2Page 73 of 136 Pages) (d) Business Days immediately within 30 days following the Original Issue First Amendment Date, submit a supplemental listing application in respect deliver to Foothill each of the Agreed Bridge Equity Issue Shares Mortgages (and the Warrant Shares to the New York Stock Exchange and provide evidence Foothill shall have received opinions of such submission Foothill's several local counsel relative thereto, each in a form and substance satisfactory to the Bridge Noteholders Foothill in its reasonable (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 Annual 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 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 perspective of a secured lender) discretion), Collateral Access Agreements (other than with respect to issue: (i) the Notes; and Old New York Tower Lease, (ii) the Existing NotesFort Worth Tower Lease, 87 and (iii) the Brookfield Tower Lease), Mortgage Policies, in each case, to more than ten the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1. (10e) Bridge Noteholders pursuant within 180 days following the Closing Date, deliver to Foothill satisfactory evidence of the Control consummation of Borrowing (Jersey) Order 1958each of the Restructuring Transactions.

Condition Subsequent. As 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) The Issuer shall: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 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) as soon as reasonably practicable and to the extent not later than available on or before the date falling two (2) Business Days immediately following the Original Issue DateClosing Date under Section 3.1, submit Foothill shall have received a supplemental listing application Mortgage Policy in respect of the Agreed Bridge Equity Issue Shares Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Warrant Shares to the New York Stock Exchange Huntsville Property free and provide evidence clear of all defects and encumbrances except Permitted Liens, and such submission Mortgage Policy shall otherwise be in a form and substance reasonably satisfactory to the Bridge Noteholders (acting reasonably);Foothill; and (ii) as soon as reasonably practicable Foothill shall have received a phase- I environmental report and not later than a real estate survey shall have been completed with respect to the date falling three (3) Business Days immediately following Huntsville Property and copies thereof delivered to Foothill; the date on which the New York Stock Exchange approves the supplemental listing application referred to in paragraph 14.40(a)(i) aboveenvironmental consultants and surveyors retained for such reports or surveys, 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 scope of the Warrant Instrumentreports or surveys, 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 results thereof shall be acceptable to Foothill in connection therewithits sole discretion; 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, 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 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 good faith)) full force and shall cause the same to become effective as soon as practicable after such filingeffect. (bc) The Issuer shallupon the request of Foothill (if ever) after the Closing Date, within twenty (20) Business Days 60 days after the date 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 issuesuch request: (i) the NotesMortgage 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 Notes, 87 Lender or (ii) one or more Letters of Credit are issued to IG Australia Existing Lender in each 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 more than ten 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 (10) Bridge Noteholders 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 Control Closing Date, Foothill shall have completed appraisals of Borrowing the Equipment and the results of such appraisals shall be satisfactory to Foothill. (Jerseyh) Order 1958to 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, the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge 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.