Common use of Conditions Precedent to the Initial Advances and Letter of Credit Clause in Contracts

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement. (b) The Revolving Note. (c) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder. (d) A complete and accurate list of all stores operated by the Borrower, with the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property manager, together with such landlord’s and property manager’s address. (e) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (f) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (g) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (h) The Wholesale Lockbox and Collection Account Agreement. (i) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (j) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (k) A current certificate issued by the Secretary of State of Minnesota, certifying that each Borrower is in compliance with all applicable organizational requirements of the State of Minnesota. (l) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (m) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (n) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (r) Payment of the fees and commissions due under Section 2.6 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement. (s) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement. (b) The Revolving Note. (c) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder. (d) A complete true and accurate list correct copy of any and all stores operated by leases pursuant to which the Borrower, with Borrower is leasing the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property managerPremises, together with such a landlord’s disclaimer and property manager’s addressconsent with respect to each such lease. (e) A true and correct copy of any and all mortgages pursuant to which the Borrower has mortgaged the Premises, together with a mortgagee’s disclaimer and consent with respect to each such mortgage. (f) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (fg) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (g) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (h) The Wholesale Lockbox and Collection Account Agreement. (i) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filingThe Master Agreement for Treasury Management Services. (j) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery Blocked account and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, control agreements and certificates, including Advance requests, on the Borrower’s behalf. (k) A current certificate issued by the Secretary of State of Minnesota, certifying that with each Borrower is in compliance with all applicable organizational requirements of the State of Minnesota. (l) Evidence that bank at which the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessarymaintains deposit accounts. (m) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (n) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (r) Payment of the fees and commissions due under Section 2.6 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement. (s) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement. (b) The Revolving Note. (c) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder. (d) A complete The Letter of Credit Reimbursement Agreement and accurate list all documents related thereto, including any opinions of all stores operated counsel requested by the Borrower, with the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property manager, together with such landlord’s and property manager’s addressLender. (e) The Deed of Trust. (f) A true and correct copy of any and all leases pursuant to which the Borrower is leasing the Premises, together with a landlord’s disclaimer and consent with respect to each such lease. (g) A true and correct copy of any and all mortgages pursuant to which the Borrower has mortgaged the Premises, together with a mortgagee’s disclaimer and consent with respect to each such mortgage. (h) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (fi) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (gj) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (hk) The Wholesale Lockbox and Collection Account Agreement. (il) Control agreements with each bank at which the Borrower maintains deposit accounts. (m) Pledge agreement executed by Borrower in favor of Lender with respect to the money market investment account maintained by Xxxxx Fargo Brokerage, LLC together with a control agreement executed by Borrower and Xxxxx Fargo Brokerage, LLC in favor of Lender, all in form and substance satisfactory to Lender. (n) A Patent and Trademark Security Agreement. (o) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (jp) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (kq) A current certificate issued by the Secretary of State of MinnesotaCalifornia, certifying that each the Borrower is in compliance with all applicable organizational requirements of the State of MinnesotaCalifornia. (lr) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (ms) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (nt) A Validity Guaranty executed by Xxxxxxxx Arena and Xxx Xxxxxxxx in his personal capacity in favor of the Lender. (u) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (rv) Payment of the fees and commissions due under Section 2.6 2.9 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement. (sw) Evidence that after making the initial Revolving Advance, satisfying all obligations owed to Comerica Bank, satisfying all trade payables older than 60 days from invoice date, book overdrafts and closing costs, Availability shall be not less than $3,000,000. (x) A Customer Identification Information form and such other forms and verification as the Lender may need to comply with the U.S.A. Patriot Act. (y) with respect to the real estate that is encumbered by the Deed of Trust(i) an appraisal ordered by the Lender or its agent of said real property and all improvements thereon, conforming to Uniform Standards of Professional Appraisal Practice and issued by a real estate appraiser acceptable to the Lender, reflecting values acceptable to the Lender in its discretion, (ii) an American Land Title Association policy of title insurance, with such endorsements as the Lender may require, issued by an insurer in such amounts as the Lender may require, insuring the Lender’s first priority lien on said real estate, subject only to such exceptions as the Lender in its discretion may approve, together with such evidence relating to the payment of liens or potential liens as the Lender may require, and (iii) an American Land Title Association survey certified to the Lender and to the title company that is acceptable to the Lender. (z) with respect to the real estate that is encumbered by the Deed of Trust (i) a current environmental site assessment indicating that the real property is subject to no “recognized environmental conditions”, as that term is defined by the American Society for Testing and Materials, in its standards for environmental due diligence, and is not in need of remedial action to avoid subjecting its owner to any present or future liability or contingent liability with respect to the release of toxic or hazardous wastes or substances. (aa) with respect to the real estate that is encumbered by the Deed of Trust (i) a flood hazard determination form, confirming whether or not the parcel is in a flood hazard area and whether or not flood insurance must be obtained, and, if the real estate is located in a flood hazard area, (ii) a policy of flood insurance. (bb) with respect to the real estate that is encumbered by the Deed of Trust, copies of management services and maintenance contracts, fire, health and safety reports, certificates of occupancy, leases and rent rolls, and such other information relating to the real estate and the improvements thereon that the Lender in its discretion deems necessary. (cc) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement. (b) The Revolving Note. (c) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder. (d) A complete true and accurate list correct copy of any and all stores operated by leases pursuant to which the Borrower, with Borrower is leasing the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property managerPremises, together with such a landlord’s disclaimer and property manager’s addressconsent with respect to each such lease. (e) A true listing (by location and correct copy dollar amount at each location) of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the BorrowerBorrower as of the date hereof, together with, in the case of any goods held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (f) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (g) A true and correct copy of any and all agreements pursuant to which the Borrower’s property property, having liquidation value in excess of $25,000, is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (h) The Wholesale Lockbox and Collection Account Agreement. (i) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (j) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (k) A current certificate issued by the Secretary of State of Minnesota, certifying that each Borrower is in compliance with all applicable organizational requirements of the State of Minnesota. (l) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (m) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (n) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (r) Payment of the fees and commissions due under Section 2.6 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement. (s) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s 's obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement, duly executed by the Borrowers. (b) The Revolving Note, duly executed by the Borrowers. (c) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder. (d) A complete and accurate list of all stores operated by the Borrower, with the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property manager, together with such landlord’s and property manager’s address. (e) A true and correct copy of any and all agreements pursuant to which the Borrower’s Borrowers' property is in the possession of any Person other than the BorrowerBorrowers, together with, in the case of any goods held by such Person for resale, (i) a consignee’s 's acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s Borrowers and the Lender’s 's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s Borrowers other than the BorrowerBorrowers, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower Borrowers and the Lender sufficient to protect the Borrower’s Borrowers' and the Lender’s 's interests in the Borrower’s Borrowers' goods from any claim by such secured party. (fd) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is Borrowers are storing Inventory. (ge) A true and correct copy of any and all agreements pursuant to which the Borrower’s Borrowers' property is in the possession of any Person other than the BorrowerBorrowers, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s Borrowers' goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s Borrowers' and the Lender’s 's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s 's property other than the BorrowerBorrowers, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower Borrowers and the Lender sufficient to protect the Borrower’s Borrowers' and the Lender’s 's interests in the Borrower’s Borrowers' goods from any claim by such secured party. (hf) The Wholesale Lockbox and Collection Account Agreement, duly executed by NTTLP. (g) Control agreements in form and substance satisfactory to the Lender, each duly executed by NTTLP, the General Partner and the Limited Partner and each bank at which each of NTTLP, the General Partner and the Limited Partner maintains deposit accounts. (h) The Guaranties, duly executed by the General Partner and the Limited Partner. (i) The Security Agreements duly executed by the General Partner and the Limited Partner. (j) The acknowledgements, in form and substance satisfactory to the Lender, dated as of the date hereof duly executed by Serim Paper Manufacturing Co., Ltd, HeungHwa Industry Co. Ltd, Xxxx X. Xxxx, Xxxxxxxxxxx Xxxxx and Xxxxxx Xxxxxx. (k) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower Borrowers except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (jl) A certificate of the Borrower’s NTTLP's Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s General Partner's Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s General Partners' and NTTLP's Constituent Documents, and (iii) examples of the signatures of the Borrower’s General Partner's Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s NTTLP's behalf. (km) A current certificate issued by the Secretary of State of MinnesotaTexas, certifying that each Borrower NTTLP is in compliance with all applicable organizational requirements of the State of MinnesotaTexas. (ln) Evidence that the Borrower NTTLP is duly licensed or qualified to transact business in the State of California and all other jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (mo) A certificate of an Officer of the Borrower NTTLP confirming, in his personal capacity, the representations and warranties set forth in Article V. (np) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s 's loss payable endorsement in the Lender’s 's favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (r) Payment of the fees and commissions due under Section 2.6 2.13 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower Borrowers under Section 8.58.6, including all legal expenses incurred through the date of this Agreement. (sr) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement. (b) The Revolving Note. (c) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder. (d) A complete true and accurate list correct copy of any and all stores operated by leases pursuant to which the Borrower, with Borrower is leasing the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property managerPremises, together with such a landlord’s disclaimer and property manager’s addressconsent with respect to each such lease. (e) A true and correct copy of any and all mortgages pursuant to which the Borrower has mortgaged the Premises, together with a mortgagee’s disclaimer and consent with respect to each such mortgage. (f) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (fg) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (gh) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (hi) An acknowledgment and agreement from each licensor in favor of the Lender, together with a true, correct and complete copy of all license agreements. (j) The Wholesale Lockbox and Collection Account Agreement. (ik) The Master Agreement for Treasury Management Services. (l) Blocked account and control agreements with each bank at which the Borrower maintains deposit accounts. (m) A Patent and Trademark Security Agreement. (n) The Pet Business IP Agreement. (o) The Subordination Agreements. (p) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (jq) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (kr) A current certificate issued by the Secretary of State of MinnesotaKansas, certifying that each the Borrower is in compliance with all applicable organizational requirements of the State of MinnesotaKansas. (ls) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (mt) A certificate of an Officer of the Borrower confirming, in his personal capacityor her capacity as an Officer, the representations and warranties set forth in Article V. (nu) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (rv) Payment of the all fees and commissions due under Section 2.6 the terms of this Agreement through the date of the initial Advance or the issuance of any Letter of Credit hereunder, and payment of all expenses incurred by the Lender through such date and that are required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement. (sw) Evidence that after making the initial Revolving Advance, satisfying all obligations owed to the Borrower’s prior lender, satisfying all trade payables older than 30 days from due date (or otherwise restructured in a form and substance acceptable to Lender), book overdrafts and closing costs, Availability shall be not less than $3,000,000. (x) Borrower’s projected balance sheets, income statements, statements of cash flow and projected Availability for each month of the succeeding twelve (12) month period from the Closing Date, each in reasonable detail. (y) Review of the projections in the immediately proceeding sentence and an operating plan by an external consultant acceptable to Lender. (z) Agriculture industries review by appropriate personnel of the Lender. (aa) A Letter from Deloitte outlining their opinion on the tax return of Borrower expected to by filed by Borrower in September 2009 for approximately $5,500,000. (bb) A Customer Identification Information form and such other forms and verification as the Lender may need to comply with the U.S.A. Patriot Act. (cc) Such other documents as the Lender in its sole but reasonable discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement. (b) The Revolving Note. (c) A Standby Commercial Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder. (d) A complete true and accurate list correct copy of any and all stores operated by leases pursuant to which the Borrower, with Borrower is leasing the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property managerPremises where Inventory is located, together with such a landlord’s disclaimer and property manager’s addressconsent with respect to each such lease. (e) A true and correct copy of any and all mortgages pursuant to which the Borrower has mortgaged the Premises, together with a mortgagee’s disclaimer and consent with respect to each such mortgage. (f) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (fg) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (gh) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (hi) The Wholesale Lockbox and Collection Account Agreement. (ij) Control agreements with each bank at which the Borrower maintains deposit accounts. (k) [Intentionally Omitted] (l) [Intentionally Omitted] (m) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (jn) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (ko) A current certificate issued by the Secretary Delaware Department of State of MinnesotaState, certifying that each the Borrower is in compliance with all applicable organizational requirements of the State of MinnesotaDelaware. (lp) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (mq) A certificate of an Officer of the Borrower confirming, in his personal official capacity, the representations and warranties set forth in Article V. (nr) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (rs) Payment of the fees and commissions due under Section 2.6 2.7 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement. (st) Evidence that after making the initial Revolving Advance, satisfying all obligations owed to the Borrower’s prior lender, satisfying all trade payables older than 60 days from invoice date, book overdrafts and closing costs, Availability shall be not less than $2,000,000.00. (u) A Customer Identification Information form and such other forms and verification as the Lender may need to comply with the U.S.A. Patriot Act. (v) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement. (b) The Revolving Note and the Term Note. (c) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder. (d) A complete true and accurate list correct copy of any and all stores operated by leases pursuant to which the Borrower, with Borrower is leasing the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property managerPremises, together with such a landlord’s disclaimer and property manager’s addressconsent with respect to each such lease. (e) A The Borrower agrees to use commercially reasonable efforts to deliver to the Lender a Landlord’s Disclaimer and Consent within 45 days after the Initial Advance with respect to each Premises leased by the Borrower; provided, that the Borrower’s failure to deliver any such consent or waiver set forth in subsections (e)-(h) of this section after exercising commercially reasonable efforts to deliver the same shall not be deemed an Event of Default hereunder or other breach of this Agreement by the Borrower (Borrower recognizes and agrees that Lender may reserve three months of rent for each location that a Landlord’s Disclaimer and Consent is not delivered for). (f) Within 45 days after the Initial Advance, true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the BorrowerBorrower or the Guarantors, together withand the Borrower will use commercially reasonable efforts to deliver within 45 days after the Initial Advance, in the case of any goods located in the United States and held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (f) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (g) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (h) The Wholesale Lockbox and Collection Account Agreement. (i) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (j) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (k) A current certificate issued by the Secretary of State of Minnesota, certifying that each Borrower is in compliance with all applicable organizational requirements of the State of Minnesota. (l) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (m) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (n) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (r) Payment of the fees and commissions due under Section 2.6 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement. (s) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement. (b) The Revolving Note. (c) A Standby Letter of Credit Agreement and a or Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit Credit, if any, that the Borrower wishes Borrowers wish to have issued thereunderthereunder on the Funding Date. (d) A complete true and accurate list correct copy of any and all stores operated by leases pursuant to which any Borrower is leasing the Borrower, with the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property managerPremises, together with such a landlord’s disclaimer and property manager’s addressconsent with respect to each such lease. (e) A true and correct copy of any and all mortgages pursuant to which any Borrower has mortgaged the Premises, together with, when required by the Lender, a mortgagee’s disclaimer and consent with respect to each such mortgage. (f) A true and correct copy of any and all agreements pursuant to which the any Borrower’s property is in the possession of any Person other than the such Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the such Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the such Borrower’s other than the such Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the such Borrower and the Lender sufficient to protect the such Borrower’s and the Lender’s interests in the such Borrower’s goods from any claim by such secured party. (fg) An acknowledgment and waiver of Liens from each warehouse in which the any Borrower is storing Inventory. (gh) A true and correct copy of any and all agreements pursuant to which the any Borrower’s property is in the possession of any Person other than the such Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the such Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the such Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the such Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the such Borrower and the Lender sufficient to protect the such Borrower’s and the Lender’s interests in the such Borrower’s goods from any claim by such secured party. (hi) The Wholesale Lockbox and Collection Account Agreement. (ij) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to Control agreements with each bank other than the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interestif any, to the extent the Security Interest is capable of being perfected by filingat which any Borrower maintains deposit accounts. (j) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (k) A current certificate issued by the Secretary of State of Minnesota, certifying that each Borrower is in compliance with all applicable organizational requirements of the State of Minnesota. (l) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (m) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (n) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (r) Payment of the fees and commissions due under Section 2.6 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement. (s) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement, properly executed by the Borrowers. (b) The Revolving NoteNotes, properly executed by the Borrowers. (c) A Standby Letter true and correct copy of Credit Agreement any and all leases pursuant to which any Borrower is leasing the Premises, together with a Commercial Letter of Credit Agreement, landlord’s disclaimer and L/C Application for consent with respect to each Letter of Credit that the Borrower wishes to have issued thereundersuch lease. (d) A complete true and accurate list correct copy of any and all stores operated by mortgages pursuant to which any Borrower has mortgaged the Borrower, with the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property managerPremises, together with a mortgagee’s disclaimer and consent with respect to each such landlord’s and property manager’s addressmortgage. (e) A true and correct copy of any and all agreements pursuant to which the any Borrower’s property is in the possession of any Person other than the BorrowerBorrowers, together with, in the case of any goods held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s Borrowers’ and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s Borrowers’ other than the BorrowerBorrowers, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower Borrowers and the Lender sufficient to protect the Borrower’s Borrowers’ and the Lender’s interests in the Borrower’s Borrowers’ goods from any claim by such secured party. (f) An acknowledgment and waiver of Liens from each warehouse in which the any Borrower is are storing Inventory. (g) A true and correct copy of any and all agreements pursuant to which the any Borrower’s property is in the possession of any Person other than the BorrowerBorrowers, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s Borrowers’ goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s Borrowers’ and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the BorrowerBorrowers, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower Borrowers and the Lender sufficient to protect the Borrower’s Borrowers’ and the Lender’s interests in the Borrower’s Borrowers’ goods from any claim by such secured party. (h) The Wholesale Lockbox and Collection Account AgreementAgreements, each properly executed by the respective Borrower party thereto and Xxxxx Fargo Bank. (i) Control agreements, properly executed by the applicable Borrower and each bank at which such Borrower maintains deposit accounts. (j) The Patent and Trademark Security Agreement, properly executed by SI. (k) The Pay-Off Letter. (l) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower Borrowers or Guarantor except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing, and UCC-1 Fixture Filings with respect to each of the Permitted Inventory Locations. (jm) A certificate of the each Borrower’s and Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the such Borrower’s or Guarantor’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the such Borrower’s or Guarantor’s Constituent Documents, and (iii) examples of the signatures of the such Borrower’s or Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the such Borrower’s or Guarantor’s behalf. (kn) A current certificate issued by the Secretary of State of Minnesotaeach Borrower’s and each Guarantor’s State of organization, certifying that each such Borrower or Guarantor is in compliance with all applicable organizational requirements of the State of Minnesotasuch State. (lo) Evidence that the each Borrower and each Guarantor is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (mp) A certificate of an Officer of the each Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (nq) An opinion of counsel to the Borrowers and Guarantor, addressed to the Lender. (r) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (os) The separate Guaranty of A Guaranty, properly executed by each Guarantor, pursuant to which which, among other things, each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (rt) Payment of the fees and commissions due under Section 2.6 2.14 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower Borrowers under Section 8.59.6, including all legal expenses incurred through the date of this Agreement. (su) Evidence that after giving effect to the initial Revolving Advance and Term Advance, and after satisfaction of all closing costs in connection herewith, Borrowers’ Excess Availability shall not be less than One Million Seven Hundred Fifty Thousand Dollars ($1,500,000). (v) Satisfactory review by the Lender and its counsel of all documentation pertaining to the Borrowers’ $2,400,000 tax reimbursement obligation to the United States Internal Revenue Service, including a settlement agreement with monthly payments not to exceed Fifty Thousand Dollars ($50,000), all in form and substance satisfactory to the Lender in its sole discretion. (w) Evidence that there has been no material adverse change, as determined by the Lender, in the financial condition or business of any Borrower or Guarantor, nor any material decline, as determined by the Lender, in the market value of any Collateral or a substantial or material portion of the assets of any Borrower since the date of the latest financial statements of the Borrowers delivered to the Lender prior to the Funding Date. (x) Evidence that the Borrowers have opened bank accounts of a type mutually acceptable to the Borrowers and the Lender, including, without limitation, the Collateral Account and any other account contemplated by the Collection Account Agreement or the Lockbox Agreement. (y) completion of background checks on Senior Management, the results of which are satisfactory to the Lender. (z) Satisfactory review by Lender and its counsel of all of each Borrower’s material contracts, including contracts with supplies and customers. (aa) Satisfactory review by Lender and its counsel of all documents and issues related to the environmental reserve. (bb) Satisfactory review by Lender’s counsel of the Borrowers’ legal and corporate structure and the structure of the Credit Facility. (cc) the initial Advances shall have been made within sixty (60) days of the completion by Lender of its audit of the Collateral. (dd) Satisfactory review by Lender and its counsel of any agreements between Borrowers and/or Guarantors and Avnet, Inc. and Arrow Electronics, Inc.. (ee) Such other documents and conditions as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement. (b) The Revolving Note. (c) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder. (d) A complete true and accurate list correct copy of any and all stores operated by leases pursuant to which the Borrower, with Borrower is leasing the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property managerPremises, together with such a landlord’s disclaimer and property manager’s addressconsent with respect to each such lease. (e) A true and correct copy of any and all mortgages pursuant to which the Borrower has mortgaged the Premises, together with a mortgagee’s disclaimer and consent with respect to each such mortgage. (f) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (fg) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (gh) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (h) The Wholesale Lockbox and Collection Account Agreement. (i) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filingReserved. (j) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (k) A current certificate issued by the Secretary of State of Minnesota, certifying that each Borrower is in compliance with all applicable organizational requirements of the State of Minnesota. (l) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (m) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (n) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (r) Payment of the fees and commissions due under Section 2.6 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement. (s) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s 's obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement, duly executed by the Borrower. (b) The Revolving Note, duly executed by the Borrower. (c) A Standby Letter true and correct copy of Credit Agreement any and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that all leases pursuant to which the Borrower wishes is leasing the Premises, together with a landlord's disclaimer and consent with respect to have issued thereundereach such lease. (d) A complete true and accurate list correct copy of any and all stores operated by mortgages pursuant to which the Borrower, with Borrower has mortgaged the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property managerPremises, together with a mortgagee's disclaimer and consent with respect to each such landlord’s and property manager’s addressmortgage. (e) A true and correct copy of any and all agreements pursuant to which the Borrower’s 's property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s 's acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s 's and the Lender’s 's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s 's other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s 's and the Lender’s 's interests in the Borrower’s 's goods from any claim by such secured party. (f) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (g) A true and correct copy of any and all agreements pursuant to which the Borrower’s 's property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s 's goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s 's and the Lender’s 's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s 's property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s 's and the Lender’s 's interests in the Borrower’s 's goods from any claim by such secured party. (h) The Wholesale Lockbox and Collection Account Agreement, duly executed by the Borrower and Xxxxx Fargo Bank, N.A. (i) Control agreements, duly executed by the Borrower and each bank at which the Borrower maintains deposit accounts. (ij) The Patent and Trademark Security Agreement, duly executed by the Borrower. (k) The Guaranty and the Guaranty Security Agreement, each duly executed by the Guarantor, (l) The Copyright Security Agreement, duly executed by the Borrower. (m) The Subordination Agreements, duly executed by the Guarantor and Xxxxxx X. Xxxx, respectively, and acknowledged by the Borrower. (n) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (jo) A certificate of the Borrower’s 's Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s 's Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s 's Constituent Documents, and (iii) examples of the signatures of the Borrower’s 's Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s 's behalf. (kp) A current certificate issued by the Secretary of State of MinnesotaColorado, certifying that each the Borrower is in compliance with all applicable organizational requirements of the State of MinnesotaColorado. (lq) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (mr) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (ns) An opinion of counsel to the Borrower and the Guarantor, addressed to the Lender. (t) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s 's loss payable endorsement in the Lender’s 's favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (ru) Payment of the fees and commissions due under Section 2.6 2.13 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.58.6, including all legal expenses incurred through the date of this Agreement. (sv) Evidence that after making the initial Revolving Advance, satisfying all trade payables older than 60 days from invoice date, book overdrafts and closing costs, Availability shall be not less than $500,000. (w) Evidence satisfactory to the Lender that there has been no Material Adverse Effect since the date of the last financial statements provided by the Borrower to the Lender, or any material variance from the Borrower's projections previously provided by the Borrower to the Lender. (x) A Collateral audit, satisfactory to the Lender. (y) The results of the Lender's due diligence with respect to the Borrower, including background checks on the senior officers of the Borrower, satisfactory to the Lender. (z) True and complete copies of all license agreements pursuant to which the Borrower licenses any Intellectual Property Rights, together with a consent to assignment to the Lender or its nominee from each licensor thereof (including without limitation, from Xxxxxx X. Xxxx). (aa) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement, properly executed by each entity constituting the Borrower. (b) The Revolving NoteNotes, properly executed by each entity constituting the Borrower. (c) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder. (d) A complete and accurate list of all stores operated by the Borrower, with the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property manager, together with such landlord’s and property manager’s address. (e) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (fd) An acknowledgment and waiver of Liens from each warehouse in which the any Borrower is storing Inventory. (ge) A true and correct copy of any and all agreements pursuant to which the each Borrower’s property is in the possession of any Person other than the any Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the any Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the each Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (hf) The Wholesale Lockbox Deeds of Trust, properly executed and acknowledged in favor of the Lender. (g) The Collection Account Agreement, properly executed by the Borrower and Xxxxx Fargo Bank. (h) Control agreements, properly executed by each Borrower and each bank at which any Borrower maintains deposit accounts. (i) The Subordination Agreements, properly executed by (i) Agrobionova S.A. de C.V., (ii) Bionova Holding Corporation and (iii) International Produce Holding Corporation, and acknowledged by the Borrower. (j) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the any Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (jk) A certificate of the each Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (kl) A current certificate issued by the Secretary of State or Corporation Commission of MinnesotaArizona, California and Texas, certifying that each Borrower is in compliance with all applicable organizational requirements of the State of Minnesotasaid states. (lm) Evidence that the each Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (mn) A certificate of an Officer of the each Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (no) All of the Grower Documents, properly executed by each Grower, from each Grower. (p) An opinion of counsel to each Borrower, addressed to the Lender. (q) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (or) The A separate Guaranty of guaranty, properly executed by each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (ps) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached Mexican Guaranty, properly executed by Xxxxx X.X. de C.V. pursuant to such certificate are which Xxxxx X.X. de C.V. unconditionally guarantees (iunder Mexican law) the resolutions full and prompt payment of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalfall Obligations. (qt) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (ru) Payment of the fees and commissions due under Section 2.6 2.13 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement. (sv) Evidence that after making the initial Revolving Advance, satisfying all obligations owed to prior lender, satisfying all trade payables older than 60 days from invoice date, book overdrafts and closing costs, Availability shall be not less than $500,000.00. (w) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s 's obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement, duly executed by the Borrower. (b) The Revolving Note, duly executed by the Borrower. (c) A Standby Letter true and correct copy of Credit Agreement any and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that all leases pursuant to which the Borrower wishes is leasing the Premises, together with a landlord's disclaimer and consent with respect to have issued thereundereach such lease. (d) A complete true and accurate list correct copy of any and all stores operated by mortgages pursuant to which the Borrower, with Borrower has mortgaged the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property managerPremises, together with a mortgagee's disclaimer and consent with respect to each such landlord’s and property manager’s addressmortgage. (e) A true and correct copy of any and all agreements pursuant to which the Borrower’s 's property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s 's acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s 's and the Lender’s 's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s 's other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s 's and the Lender’s 's interests in the Borrower’s 's goods from any claim by such secured party. (f) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (g) A true and correct copy of any and all agreements pursuant to which the Borrower’s 's property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s 's goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s 's and the Lender’s 's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s 's property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s 's and the Lender’s 's interests in the Borrower’s 's goods from any claim by such secured party. (h) The Wholesale Lockbox and Collection Account Agreement, duly executed by the Borrower and Wells Fargo Bank, N.A. (i) Control agreements, duly executed by the Borrower and each baxx xx which the Borrower maintains deposit accounts. (ij) The Patent and Trademark Security Agreement, duly executed by the Borrower. (k) The Guaranty and the Guaranty Security Agreement, each duly executed by the Guarantor, (l) The Copyright Security Agreement, duly executed by the Borrower. (m) The Subordination Agreement, duly executed by the Guarantor and acknowledged by the Borrower. (n) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (jo) A certificate of the Borrower’s 's Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s 's Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s 's Constituent Documents, and (iii) examples of the signatures of the Borrower’s 's Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s 's behalf. (kp) A current certificate issued by the Secretary of State of MinnesotaOregon, certifying that each the Borrower is in compliance with all applicable organizational requirements of the State of MinnesotaOregon. (lq) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (mr) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (ns) An opinion of counsel to the Borrower and the Guarantor, addressed to the Lender. (t) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s 's loss payable endorsement in the Lender’s 's favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (ru) Payment of the fees and commissions due under Section 2.6 2.13 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.58.6, including all legal expenses incurred through the date of this Agreement. (sv) Evidence that after making the initial Revolving Advance, satisfying all trade payables older than 60 days from invoice date, book overdrafts and closing costs, Availability shall be not less than $500,000. (w) Evidence satisfactory to the Lender that there has been no Material Adverse Effect since the date of the last financial statements provided by the Borrower to the Lender, or any material variance from the Borrower's projections previously provided by the Borrower to the Lender. (x) A Collateral audit, satisfactory to the Lender. (y) The results of the Lender's due diligence with respect to the Borrower, including background checks on the senior officers of the Borrower, satisfactory to the Lender. (z) True and complete copies of all license agreements pursuant to which the Borrower licenses any Intellectual Property Rights, together with a consent to assignment to the Lender or its nominee from each licensor thereof (including without limitation, from Ronald G. Coss). (aa) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement. (b) The Revolving Note. (c) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder. (d) A complete All of the conditions to the effectiveness of the Canadian Credit Agreement shall have been satisfied and accurate list of all stores operated by the Borrower, with the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property manager, together with such landlord’s and property manager’s addressinitial transaction thereunder shall have been consummated. (e) [Reserved]. (f) A true and correct copy of any and all agreements leases pursuant to which the Borrower’s property Borrower is in leasing the possession of any Person other than the BorrowerPremises, together with, in the case of any goods held by with a landlord’s disclaimer and consent with respect to each such Person for resale, lease. (ig) a consignee’s An acknowledgment and waiver of Liens, Liens for each customer or other third party location (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from a warehouse) at which the Borrower and the Lender sufficient is storing Inventory that it intends is to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured partybe considered as Eligible Inventory. (fh) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (g) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (h) The Wholesale Lockbox and Collection Account Agreement. (ij) A Patent and Trademark Security Agreement. (k) A Subordination Agreement, duly executed by Whitebox. (l) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (jm) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, (iii) true and accurate copies of all of the Borrower’s loan documents and agreements (each as amended in connection with this Agreement) with Whitebox, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (kn) A current certificate issued by the Secretary of State of Minnesota, certifying that each the Borrower is in compliance with all applicable organizational requirements of the State of Minnesota. (lo) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (mp) A certificate of an Officer of the Borrower confirming, in his personal capacity, confirming the representations and warranties set forth in Article V. (nq) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (qr) An opinion of counsel of to each Borrower and the GuarantorBorrower, addressed to the Lender. (rs) Payment of the all fees and commissions due under Section 2.6 the terms of this Agreement through the date of the initial Advance or the issuance of any Letter of Credit hereunder, and payment of all expenses incurred by the Lender through such date and that are required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement. (st) Evidence that after making the initial Revolving Advance, satisfying all obligations owed to the Borrower’s prior lender, satisfying all trade payables older than 60 days from invoice date, book overdrafts and closing costs, the sum of (a) Availability, (b) “Availability” under and as defined in the Canadian Credit Agreement, plus (c) all cash proceeds of the initial advance by Whitebox on the Funding Date to the Borrower remaining after the refinancing of certain of the Borrower’s and Delphax Canada’s existing subordinated debt obligations to Whitebox, plus (d) consolidated cash on hand shall be not less than $4,500,000. (u) A Customer Identification Information form and such other forms and verification as the Lender may need to comply with the U.S.A. Patriot Act. (v) A payoff letter or agreement, duly executed by the Borrower and LaSalle Business Credit. (w) Evidence that the Borrower has received the proceeds of additional subordinated indebtedness extended to the Borrower by Whitebox in an amount not less than $6,100,000 and that a portion of such subordinated indebtedness shall have been used to repay all of the Borrower’s existing subordinated indebtedness obligations to Whitebox Convertible Arbitrage Partners and Pandora Select Partners, L.P. (x) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement, duly executed by Borrower. (b) The Revolving NoteNotes, duly executed by Borrower. (c) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder. (d) A complete and accurate list of all stores operated by the Borrower, with the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property manager, together with such landlord’s and property manager’s address. (e) A true and correct copy of any and all agreements leases pursuant to which Borrower is leasing the Borrower’s property is in the possession of any Person other than the BorrowerPremises, together with, in the case of any goods held by such Person for resale, (i) with a consigneelandlord’s acknowledgment disclaimer and waiver of Liens, (ii) UCC financing statements sufficient consent with respect to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured partylease. (f) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (gd) A true and correct copy of any and all agreements mortgages pursuant to which Borrower has mortgaged the BorrowerPremises, together with a mortgagee’s property disclaimer and consent with respect to each such mortgage. (e) The Life Insurance Assignment, properly executed by the beneficiary and owner thereof, and the Life Insurance Policy, together with evidence that the Life Insurance Policy is in the possession of any Person subject to no assignments or encumbrances other than the BorrowerLife Insurance Assignment. (f) The Lockbox and Collection Account Agreement, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the duly executed by Borrower and the Lender sufficient to protect the Borrower’s Bank of America, N.A. (g) Control agreements, duly executed by Borrower and the Lender’s interests in the Borrower’s goods from any claim by such secured partyeach bank at which Borrower maintains deposit accounts. (h) The Wholesale Lockbox Patent and Collection Account the Trademark Security Agreement, the Licensor Agreements, and the Security Agreement and Collateral Assignment of Partnership Interest, duly executed by Borrower. (i) The Guaranty, duly executed by Parent. (j) The Subordination Agreement, duly executed by Parent and acknowledged by Borrower. (k) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (jl) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (km) A current certificate issued by the Secretary of State of MinnesotaDelaware, certifying that each Borrower is in compliance with all applicable organizational requirements of the State of MinnesotaDelaware. (ln) A certificate of Parent’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of Parent’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of Parent’s Constituent Documents, and (iii) examples of the signatures of Parent’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on Parent’s behalf. (o) A current certificate issued by the Secretary of State of California, certifying that Parent is in compliance with all applicable organizational requirements of the State of California. (p) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (mq) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (nr) A favorable opinion of counsel to Borrower and Parent, addressed to Lender. (s) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (rt) Payment of the fees and commissions due under Section 2.6 2.13 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement. (su) Review and approval by Lender of an appraisal of Borrower’s unencumbered Equipment performed by Xxxxx Brothers. (v) Review and approval by Lender of the Companies’ internally prepared financial statements for the period ended June 2003. (w) Review and approval by Lender of Parent’s consolidating internally prepared financial statements for the period ended June 2003. (x) Review and approval of the Companies’ consolidated financial projections. (y) Satisfactory results of invoice verifications and vendor references. (z) Review and approval by Lender of all material agreements, including licensing agreements, royalty agreements, shareholder debt agreements, management fee agreement, earn-out agreements, seller notes, mortgage agreement, grower contracts, material leases, and the agreements relating to the sale of Borrower’s domestic commodity vegetable business. (aa) No adverse change in the financial condition of the Companies or Parent shall have occurred since the date of the most recent financial statement of Borrower received by Lender. (bb) Evidence that after making the initial Revolving Advance, satisfying all obligations owed to Bank of America, satisfying all trade payables older than 90 days from invoice date, book overdrafts and closing costs, Availability (combined with Availability under the Cal Ex Loan Agreement) shall be not less than $1,000,000. (cc) True and complete copies of all license agreements pursuant to which Borrower licenses any Intellectual Property Rights, together with a consent to assignment to Lender or its nominee from each licensor thereof. (dd) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s 's obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement, duly executed by the Borrower. (b) The Revolving Note, duly executed by the Borrower. (c) A Standby Letter true and correct copy of Credit Agreement any and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that all leases pursuant to which the Borrower wishes is leasing the Premises, together with a landlord's disclaimer and consent with respect to have issued thereundereach such lease. (d) A complete true and accurate list correct copy of any and all stores operated by mortgages pursuant to which the Borrower, with Borrower has mortgaged the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property managerPremises, together with a mortgagee's disclaimer and consent with respect to each such landlord’s and property manager’s addressmortgage. (e) A true and correct copy of any and all agreements pursuant to which the Borrower’s 's property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s 's acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s 's and the Lender’s 's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s 's other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s 's and the Lender’s 's interests in the Borrower’s 's goods from any claim by such secured party. (f) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (g) A true and correct copy of any and all agreements pursuant to which the Borrower’s 's property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s 's goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s 's and the Lender’s 's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s 's property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s 's and the Lender’s 's interests in the Borrower’s 's goods from any claim by such secured party. (h) The Wholesale Lockbox and Collection Account Agreement, duly executed by the Borrower and Wells Fargo Bank, N.A. (i) Control agreements, duly exexxxxx by the Borrower and each bank at which the Borrower maintains deposit accounts. (ij) The Guarantees, each duly executed by the Guarantors. (k) The Subordination Agreements, duly executed by the Subordinated Creditors and acknowledged by the Borrower. (l) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (jm) A certificate of the Borrower’s 's Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s 's Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s 's Constituent Documents, and (iii) examples of the signatures of the Borrower’s 's Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s 's behalf. (kn) A current certificate issued by the Secretary of State of MinnesotaDelaware, certifying that each the Borrower is in compliance with all applicable organizational requirements of the State of MinnesotaDelaware. (lo) Evidence that the Borrower is duly licensed or qualified to transact business in California and all other jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (mp) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (nq) An opinion of counsel to the Borrower, addressed to the Lender. (r) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s 's loss payable endorsement in the Lender’s 's favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (qs) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (rt) Payment of the fees and commissions due under Section 2.6 2.13 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.58.6, including all legal expenses incurred through the date of this Agreement. (su) Evidence that after making the initial Revolving Advance, satisfying all obligations owed to BFI Business Finance and Heller Financial satisfying all trade payables older than 60 xxxx from invoice date, book overdrafts and closing costs, Availability shall be not less than $750,000. (v) True and complete copies of all license agreements pursuant to which the Borrower licenses any Intellectual Property Rights, together with a consent to assignment to the Lender or its nominee from each licensor thereof. (w) Such other documents as the Lender in its sole discretion may require.

Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement. (b) The Fifth Amended and Restated Revolving Note. (c) The First Amended and Restated Term Note. (d) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes Borrowers wish to have issued thereunder. (d) A complete and accurate list of all stores operated by the Borrower, with the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property manager, together with such landlord’s and property manager’s address. (e) A true and correct copy of any and all agreements leases pursuant to which any Borrower is leasing the Borrower’s property is in the possession of any Person other than the BorrowerPremises, together with, in the case of any goods held by such Person for resale, (i) with a consigneelandlord’s acknowledgment disclaimer and waiver of Liens, (ii) UCC financing statements sufficient consent with respect to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured partylease. (f) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (g) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party. (h) The Wholesale Lockbox and Collection Account Agreement. (g) A separate Guaranty, properly executed by each of Southeastern Staffing, II, Inc., Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern Staffing VI, Inc. pursuant to which each of them unconditionally guarantees full and prompt payment of all Indebtedness. (h) An Assignment Separate from Certificate from the Public Parent with respect to shares of stock of Global owned by the Public Parent and received by the Public Parent upon the completion of the merger of Global Merger Corp. with and into Global. (i) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower Borrowers except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (j) A certificate Certificate of the Borrower’s Secretary or Assistant Secretary of Global Employment Solutions, Inc., Excell Personnel Services Corporation, Friendly Advanced Software Technology, Inc., Temporary Placement Service, Inc., Southeastern Staffing, Inc., Southeastern Personnel Management, Inc., Main Line Personnel Services, Inc., Bay HR, Inc. and Southeastern Georgia HR, Inc. (each, a “Prior Borrower” and collectively, the “Prior Borrowers”) certifying that attached as to such certificate are (i) the resolutions of the Borrower’s board of Directors and, if required, Owners, authorizing of each Prior Borrower approving the execution, delivery and performance of the this Agreement, any Guaranty as amended by this Agreement and any Loan DocumentsDocument executed in connection with this Agreement, (ii) true, correct and complete copies the fact that the bylaws of the Borrower’s Constituent DocumentsPrior Borrowers, which were certified and previously delivered to the Lender, continue in full force and effect and have not been amended or modified, (iii) the fact that the Articles of Incorporation or the Certificate of Incorporation, as the case may be, of the Prior Borrowers, which were certified and previously delivered to the Lender, continue in full force and effect and have not been otherwise amended or modified, except as otherwise noted in and delivered to the Lender in connection with the certificate, and (iiiiv) examples certifying that the Officers and agents of the signatures Prior Borrowers who have been certified to the Lender pursuant to a Certificate of Authority for Amendment (Global Employment Solutions, Inc. and Subsidiaries), dated as of March 31, 2006, as being authorized to sign and to act on behalf of each Prior Borrower continue to be so authorized or, if there has been any change in the Borrower’s identity of such Officers or agents or their authority, setting forth the sample signatures of each of the Officers and agents of the Prior Borrowers authorized to execute and deliver this Agreement and the Loan Documents not previously executed and all other instruments, agreements documents, agreements, and certificates, including Advance requests, on behalf of the Borrower’s behalfPrior Borrowers. (k) A Certificate of Authority for each of Southeastern Staffing, II, Inc., Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern Staffing VI, Inc., each properly executed and complete with resolutions and Constituent Documents. (l) A current certificate issued by the Secretary Secretaries of State of Minnesotaall appropriate jurisdictions, certifying that each Borrower is in compliance with all applicable organizational requirements of the State of Minnesotasuch Borrower’s formation. (lm) A certificate of an Officer of each of Southeastern Staffing, II, Inc., Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern Staffing VI, Inc. confirming, in his personal capacity, the representations and warranties set forth in Article V, properly executed by an officer of the New Borrowers. (n) A Supplemental Secretary’s Certificate for each of Southeastern Staffing, II, Inc., Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern Staffing VI, Inc., properly executed and complete with an incumbency signature. (o) A Pledge Agreement by each of Southeastern Staffing, II, Inc., Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern Staffing VI, Inc. in favor of the Lender, duly executed by such New Borrower, including all stock certificates. (p) A Patent and Trademark Security Agreement by each of Southeastern Staffing, II, Inc., Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern Staffing VI, Inc. in favor of the Lender, each duly executed by such New Borrower. (q) A Copyright Security Agreement by each of Southeastern Staffing, II, Inc., Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern Staffing VI, Inc. in favor of the Lender, each duly executed by such New Borrower. (r) An Amendment to Guarantor Documents by Global Employment Holdings, Inc. (s) An opinion of counsel to Southeastern Staffing, II, Inc., Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern Staffing VI, Inc. (t) With respect to Southeastern Staffing, II, Inc., Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern Staffing VI, Inc, certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (u) Evidence that the each Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (m) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (n) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement. (p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf. (q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender. (rv) Payment of the all fees and commissions due under Section 2.6 the terms of this Agreement through the date of the initial Advance or the Term Advance, or the issuance of any Letter of Credit hereunder, and payment of all expenses incurred by the Lender through such date and that are required to be paid by the Borrower Borrowers under Section 8.5, including all legal expenses incurred through the date of this Agreement. (sw) A Customer Identification Information form from each of Southeastern Staffing, II, Inc., Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern Staffing VI, Inc. and such other forms and verification as the Lender may need to comply with the U.S.A. Patriot Act. (x) An Affidavit Regarding Out-of-State Execution of Credit and Security Agreement and Notes (for Florida Borrowers). (y) Such other documents as the Lender in its sole discretion may require.