0001002554-09-000029 Sample Contracts

LETTER OF REAFFIRMATION OF GENERAL SECURITY AGREEMENT As of November 11, 2009
General Security Agreement • November 16th, 2009 • Emerging Vision Inc • Retail-retail stores, nec

Each of the undersigned hereby reaffirms and ratifies all the terms, conditions, representations, and covenants contained in the Security Agreement and certifies that there are no defenses, offsets, or counterclaims thereto as of the date hereof.

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LETTER OF REAFFIRMATION OF ABSOLUTE ASSIGNMENT OF FRANCHISEE NOTES AND PROCEEDS DUE, ASSIGNMENT OF RENTS AND SUBLEASES, PLEDGE AGREEMENT, AND UNITED STATES TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
Reaffirmation of Absolute Assignment and Security Agreement • November 16th, 2009 • Emerging Vision Inc • Retail-retail stores, nec

Re: REAFFIRMATION of ABSOLUTE ASSIGNMENT OF FRANCHISEE NOTES AND PROCEEDS DUE, ASSIGNMENT OF RENTS AND SUBLEASES, PLEDGE AGREEMENT, AND UNITED STATES TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (collectively, the "Security Documents") made to MANUFACTURERS AND TRADERS TRUST COMPANY (the “Bank") dated as of August 7, 2007 in connection with loans made to EMERGING VISION, INC. (“Borrower”) by Manufacturers and Traders Trust Company (collectively, the “Loan”).

As of November 11, 2009 Emerging Vision, Inc.
Revolving Line of Credit Agreement • November 16th, 2009 • Emerging Vision Inc • Retail-retail stores, nec
Obligor: EMERGING VISION, INC. Original Loan Amount: $6,000,000.00 REVISED LOAN AMOUNT: $5,750,000.00 Manufacturers and Traders Trust Company One M & T Plaza, Buffalo, New York 14240
Loan Agreement • November 16th, 2009 • Emerging Vision Inc • Retail-retail stores, nec

This Agreement refers to the loan (the “Loan”) evidenced by a Revolving Line of Credit Note and Credit Agreement dated as of August 7, 2007 as same was amended by letter dated as of November 14, 2008 and further amended by Limited Waiver and Amendment dated as of April 1, 2009, in the original principal amount of SIX MILLION and 00/100 ($6,000,000) DOLLARS (the "Note"), executed by EMERGING VISION, INC. (the “Borrower”) in favor of MANUFACTURERS AND TRADERS TRUST COMPANY (the “Bank”).

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