Common use of Condition Subsequent Clause in Contracts

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) 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) 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 completed appraisals of the Equipment and the results of such appraisals shall be satisfactory to Foothill. (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, 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.

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) 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 reasonably 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) on or as soon as possible after the Closing Date (and, in any eventThe Issuer shall, within 30 days twenty (20) Business Days of the Closing 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) 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 FoothillNotes; and (ii) Foothill shall have received a phase- I environmental report and a real estate survey shall have been completed with respect the Existing Notes, 87 in each case, to more than ten (10) Bridge Noteholders pursuant to the Huntsville Property and copies thereof delivered to Foothill; the environmental consultants and surveyors retained for such reports or surveys, the scope Control of the reports or surveys, and the results thereof shall be acceptable to Foothill in its sole discretion; and Borrowing (iiiJersey) 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 effectOrder 1958. (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 completed appraisals of the Equipment and the results of such appraisals shall be satisfactory to Foothill. (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, 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.

Condition Subsequent. As 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 6.10, including, without limitation, earthquake insurance policy for the Vernon, California location, the form and substance of which shall be reasonably 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 possible after the Closing Date same becomes available, but in no event later than September 30 of each such year, which shall be satisfactory to Foothill; (and, in any event, c) within 30 60 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 follow-up audit of the Huntsville Property assuring 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 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 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 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 on by Stylecraft in favor of Foothill covering 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 LiensHernando Property, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; and (iii) 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. ten (c10) 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 completed appraisals received UCC-3 termination statements with respect to the following UCC-1 financing statements filed of the Equipment 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 successor in interest to Suburban Bank, (D) California Secretary of State filing no. 9515060109 against Vanguard by Orix Credit Alliance, Inc. and the results (E) Delaware Secretary of such appraisals shall be satisfactory to Foothill.State filing no. 198806727 against Petals by People's Westchester Savings Bank; (hj) to the extent not available on or before the five (5) days after Closing Date under Section 3.1Date, Foothill shall have receivedreceived (A) the Stock certificate issued by MHI to Parent, within 30 (B) the 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 Foothill that such certificate is not issued and held by Parent or any other Person; (k) on or before thirty (30) days of the after Closing Date, the original certificates representing or evidencing Foothill shall have received Credit Card Acknowledgments from all of the Pledged Shares following Credit Card Issuers and Credit Card Processors (as defined in the Pledge Agreement), together with stock powers or equivalent assignments applicable) with respect thereto duly endorsed in blank;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) ▇▇ ▇▇▇▇▇▇▇▇ Services (MasterCard); (D) Windsor: Sanwa Bank and American Express; and (E) Stylecraft: Bank of America (Visa and MasterCard); and (il) from and after the Closing Date up until the date that is 90 on or before thirty (30) days after the Closing Date, Borrower Foothill shall use its continued best efforts have received evidence satisfactory to obtain Collateral Access Agreements Foothill that arrangements have ben completed for automatic wire transfers from lessorsall depository accounts maintained by each of Petals-CT, warehousemenPetals-FL, bailees, Petals-NY and other third persons as Foothill may requirePetal-PA to a Lockbox Bank.

Condition Subsequent. As a condition subsequent to initial closing hereunder, Borrower 5.1. It 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): Default under Section 7.1(e) of the Credit Agreement if, within fourteen (a14) within 30 days of the Closing Date, deliver to Foothill Fifth Amendment Effective Date (which date may be extended by the certified copies written approval of the policies of insurance, together with the endorsements thereto, as are required by Section 6.10Administrative Agent in its reasonable discretion), the form 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 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 internal controls of the Closing Date): Loan Parties (collectively, the “Consultant Recommendations”). The Loan Parties acknowledge and agree that the Consultant will work with (i) a liaison in Pittsburgh, Pennsylvania with respect to the extent 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 the Consultant’s report includes reasonably 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 available on be engaged for the purpose of conducting ongoing monitoring or before maintenance of the Closing Date Loan Parties. 5.2. It shall be an Event of Default under Section 3.1, Foothill shall have received a Mortgage Policy in respect 7.1(e) of the Huntsville Property assuring Foothill that Credit Agreement if, within ten (10) Business Days of receipt of the Mortgage on Consultant’s report by the Huntsville Property is Loan Parties, the Loan Parties do not provide the Administrative Agent and the Lenders a valid and enforceable first priority mortgage Lien on written action plan to address the Huntsville Property free and clear of all defects and encumbrances except Permitted LiensConsultant Recommendations, and such Mortgage Policy shall otherwise be including an estimated completion schedule, 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 acceptable 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 effectAdministrative Agent. (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 completed appraisals of the Equipment and the results of such appraisals shall be satisfactory to Foothill. (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, 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.

Condition Subsequent. As a condition 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 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 Closing Date): (i) 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 available required by Foothill to be delivered on or before the Closing Date under Section SECTION 3.1. (c) within 30 days following the First Amendment Date, deliver to Foothill shall have received a Mortgage Policy in respect each of the Huntsville Property assuring Foothill that Collateral Assignments of Tower Leases, other than with respect to (i) 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 LiensOld New York Tower Lease, 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 surveysFort Worth Tower Lease, 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 available required by Foothill to be delivered on or before the Closing Date under Section 3.1SECTION 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 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 BorrowerFoothill's counselseveral local counsel relative thereto, each in form and substance satisfactory to Foothill in its sole reasonable (from the perspective of a secured lender) discretion), in respect of the Mortgage on the Chelmsford Property; Collateral Access Agreements (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 other than 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 BorrowerOld New York Tower Lease, 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 counselthe Fort Worth Tower Lease, 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 the Brookfield Tower Lease), Mortgage Policies, 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 each 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 completed appraisals of the Equipment and the results of such appraisals shall be satisfactory to Foothill. (h) to the extent the same were not available required by Foothill to be delivered on or before the Closing Date under Section SECTION 3.1, Foothill shall have received, . (e) within 30 180 days of following the Closing Date, the original certificates representing or evidencing all deliver to Foothill satisfactory evidence of the Pledged Shares (as defined in consummation of each of 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 requireRestructuring 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) 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 6.106.6, the form and substance of which shall be reasonably 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) on or as soon as possible Within thirty (30) days after the Closing Date (and, in any event, within 30 days of 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) to the extent not available on or before the Closing Date under Section 3.1, Foothill shall have received a Mortgage Policy in respect appraisals 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 Inventory satisfactory to Foothill; and Lender and (ii) Foothill shall have received completed 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 field examination or surveys, the scope audit of the reports assets of Borrower and its Subsidiaries and an inspection of each warehouse or surveysdistribution center storing any Inventory, 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 Lender in its sole discretion. (d) upon On or before May 31, 2000, Borrower shall deliver to Lender evidence satisfactory to Lender that Borrower and its Subsidiaries have completed the request implementation of Foothill a new automated point of sale system. (if evere) after Within sixty (60) days of the Amendment 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 Lender shall have received supplemental opinions a complete business valuation appraisal from Ernst & Young of Borrower's counselBorrower and its Subsidiaries, 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 discretionLender. (f) within 60 Within thirty (30) days of either (i) the date that Amendment Closing Date, Borrower makes the Permitted Repayment Investment in shall deliver to Lender Blocked Account Agreements with 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 caseRetail Store Accounts at ▇▇▇▇▇ Fargo Bank, 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 holderNational Association. (g) within 90 days 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 Closing Datelaws of each jurisdiction where their ownership, Foothill shall have completed appraisals lease or 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 do business an amendment to its qualification to the Equipment and the results of such appraisals shall be satisfactory effect that Borrower's name has changed from "National Vision Associates, Ltd." to Foothill. (h) "Vista Eyecare, Inc." 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, the original certificates representing or evidencing all of the Pledged Shares (as defined that Borrower is permitted to use such name 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 requiresuch jurisdiction.

Condition Subsequent. As a condition 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 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 Closing Date): (i) 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 available required by Foothill to be delivered on or before the Closing Date under Section SECTION 3.1. (c) within 30 days following the First Amendment Date, deliver to Foothill shall have received a Mortgage Policy in respect each of the Huntsville Property assuring Foothill that Collateral Assignments of Tower Leases, other than with respect to (i) 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 LiensOld New York Tower Lease, 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 surveysFort Worth Tower Lease, 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 available required by Foothill to be delivered on or before the Closing Date under Section 3.1SECTION 3.1 (Page 73 of 136 Pages) (d) within 30 days following the First Amendment Date, 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 BorrowerFoothill's counselseveral local counsel relative thereto, each in form and substance satisfactory to Foothill in its sole reasonable (from the perspective of a secured lender) discretion), in respect of the Mortgage on the Chelmsford Property; Collateral Access Agreements (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 other than 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 BorrowerOld New York Tower Lease, 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 counselthe Fort Worth Tower Lease, 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 the Brookfield Tower Lease), Mortgage Policies, 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 each 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 completed appraisals of the Equipment and the results of such appraisals shall be satisfactory to Foothill. (h) to the extent the same were not available required by Foothill to be delivered on or before the Closing Date under Section SECTION 3.1, Foothill shall have received, . (e) within 30 180 days of following the Closing Date, the original certificates representing or evidencing all deliver to Foothill satisfactory evidence of the Pledged Shares (as defined in consummation of each of 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 requireRestructuring Transactions.