Common use of Condition Subsequent Clause in Contracts

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

Condition Subsequent. As conditions subsequent to initial closing hereunder, Borrower 5.1. It 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): 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 satisfactory to Foothill and its counsel. (b) within 30 days following the First Amendment Date, deliver to Foothill each internal controls of the Collateral Assignments of Key LeasesLoan Parties (collectively, together the “Consultant Recommendations”). The Loan Parties acknowledge and agree that the Consultant will work with an appropriate consent to hypothecation from the lessor under the relevant Key Lease(i) a liaison in Pittsburgh, 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 Pennsylvania with respect to (i) the Old New York Tower LeaseConsultant’s review of the Loan Parties’ corporate operations and controls, and (ii) a liaison in Laurel, Maryland with respect to the Fort Worth Tower LeaseConsultant’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 (iii) the Brookfield Tower Lease, together with an appropriate consent to hypothecation from the lessor under the relevant Tower Lease, Administrative Agent shall promptly deliver copies of such report to the extent Lenders. The Loan Parties authorize the same were 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 required by Foothill to be delivered on engaged for the purpose of conducting ongoing monitoring or before the Closing Date under SECTION 3.1 (Page 79 of 142 Pages) (d) within 30 days following the First Amendment Date, deliver to Foothill each maintenance of the Mortgages Loan Parties. 5.2. It shall be an Event of Default under Section 7.1(e) of the Credit Agreement if, within ten (10) Business Days of receipt of the Consultant’s report by the Loan Parties, the Loan Parties do not provide the Administrative Agent and Foothill shall have received opinions of Foothill's several local counsel relative theretothe Lenders a written action plan to address the Consultant Recommendations, each including an estimated completion schedule, in form and substance satisfactory to Foothill in its reasonable (from the perspective of a secured lender) discretion), Collateral Access Agreements (other than with respect to (i) the Old New York Tower Lease, (ii) the Fort Worth Tower Lease, and (iii) the Brookfield Tower Lease), Mortgage Policies, in each case, reasonably acceptable to the extent the same were not required by Foothill to be delivered on or before the Closing Date under SECTION 3.1Administrative Agent. (e) within 180 days following the Closing Date, deliver to Foothill satisfactory evidence of the consummation of each of the Restructuring Transactions.

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

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

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

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