Common use of Conditions Precedent to the Initial Extension of Credit Clause in Contracts

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted Discretion, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20, 2009; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted Discretion, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter; (ii) the Fee Letter; (iii) the Officers’ Certificate; (iv) the Intellectual Property Security Agreements; (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries; (d) Agent shall have received a certificate from the Secretary of each Credit Party attesting to the resolutions of such Credit Party’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party is a party and authorizing specific officers of such Credit Party to execute the same; (e) Agent shall have received copies of each Credit Party’s Governing Documents, as amended, modified, or supplemented as of the Closing Date, certified by the respective Secretary of such Credit Party; (f) Agent shall have received a recent certificate of status with respect to each Credit Party, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit Party, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (i) Agent shall have received an opinion of counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts); (k) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretion.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances (or otherwise to extend any extension of credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in Lender (the making of such initial extension of credit by Lender being conclusively deemed to be its Permitted Discretionsatisfaction or waiver of the following), of each of the following conditions precedent set forth belowprecedent: (a) the Closing Date shall occur on or before February 20June 29, 20092004; (b) Agent Lender shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each GuarantorBorrower, together with authorizing the filing of appropriate financing statements on Form UCC-1in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect the Lender's Liens in and to the Collateral; (c) Agent Lender shall have received each of the following documents, in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Intellectual Property Security Agreement, (ii) the Fee Letter;Intercompany Subordination Agreement, (iii) the Officers’ Certificate;Intercreditor Agreement, (iv) the Intellectual Property Security Agreements;Mortgages, (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries;, and termination statements and other documentation evidencing the termination by the applicable trustee on behalf of the holders of the 8% Senior Notes of the Liens in and to the properties and assets of Borrower and its Subsidiaries, and (vi) the Stock Pledge Agreements, together with (i) all original certificates representing the shares of Stock pledged thereunder regarding the U.S. Subsidiaries, as well as Stock powers with respect thereto endorsed in blank shall be delivered to the Collateral Agent, and (ii) the original certificates representing the shares of Stock pledged thereunder regarding the first-tier Foreign Subsidiaries of the Borrower (other than Viskase Brasil Embalagens Ltda., which Stock is not certificated), as well as Stock powers with respect thereto endorsed in blank, but with respect to only 65% of the issued and outstanding Stock of each of such first-tier Foreign Subsidiaries shall be delivered to the Collateral Agent. (d) Agent Lender shall have received a certificate from the Secretary of each Credit Party Borrower (i) attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and party, (ii) authorizing specific officers of such Credit Party Borrower to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of Borrower; (e) Agent Lender shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent Lender shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent Lender shall have received recent certificates of status with respect to Borrower, each Credit Partydated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would could not reasonably be expected to constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent Lender shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be reasonably satisfactory to Agent in its Permitted DiscretionLender; (i) Agent Lender shall have received Collateral Access Agreements with respect to the following locations: (i) ▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, (ii) ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and (iii) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, and in the event Lender shall not have received any Collateral Access Agreement, then the Lender shall forthwith establish the Rent Reserve with respect to such leased location in accordance with this Agreement; (j) Lender shall have received an opinion of counsel, including certain local Borrower's counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender; (jk) Lender shall have received satisfactory evidence (including a certificate of the chief financial officer of Borrower) that all federal and state income and all other material tax returns required to be filed by Borrower and its Subsidiaries have been timely filed and all federal and state income and all other material taxes upon Borrower and its Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (l) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Documents; (km) Agent Lender shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrower's and its Subsidiaries' books and records and verification of Borrower's representations and warranties to Lender, the results of which shall be reasonably satisfactory to Lender, and (ii) an inspection of each of the locations where Borrower's Inventory is located, the results of which shall be reasonably satisfactory to Lender; (n) Lender shall have received completed reference checks with respect to Borrower's senior management, the results of which are reasonably satisfactory to Lender in its sole discretion; (o) Lender shall have received an appraisal of the Net Liquidation Percentage applicable to Borrower's Inventory, and if available, a copy of any recent appraisal of the Equipment; (p) Lender shall have received Borrower’s 's Closing Date Business PlanPlan and April 30, 2004 internally prepared financial statements, the results of which are reasonably satisfactory to Lender; (lq) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this AgreementAgreement and the Lender shall have delivered to the Borrower any invoices, to the extent any exist, with respect to the Lender Expenses; (mr) Each Credit Party Lender shall have received (i) if available, a copy of any appraisal of the Real Property Collateral, (ii) mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company reasonably satisfactory to Lender (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts reasonably satisfactory to Lender assuring Lender that the Mortgages on such Real Property Collateral are valid and enforceable second priority mortgage Liens (subject to the first priority mortgage Lien in favor of the Trustee) on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Lender, and (iii) if available, the most recent survey with respect to each parcel composing the Real Property Collateral; (s) If available, Lender shall have received a copy of a phase-I environmental report with respect to each parcel composing the Real Property Collateral; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the results thereof shall be reasonably acceptable to Lender; (t) Lender shall have received copies of each of the material agreements of the Borrower, together with a certificate of the Secretary of Borrower certifying each such document as being a true, correct, and complete copy thereof; (u) Borrower and each of its Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower or its Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord , except any license, approval or bailee of any distribution center of action the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results failure of which shall to receive could not reasonably be reasonably satisfactory expected to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agentconstitute a Material Adverse Change; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretion.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances (or otherwise to extend any credit provided for hereunder)Loans, is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionLender, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20October 24, 20092014; (b) Agent Lender shall have filed all financing statements and recorded, filed and registered such other documents necessary for Lender to perfect Lender’s Lien in the Collateral and shall have received a UCC Filing Authorization Letterconfirmation of such filings, duly executed by Borrower recordings and each Guarantor, together with appropriate financing statements on Form UCC-1registrations; (c) Agent Lender shall have received this Agreement and each of the following documentsFinancing Documents, in form and substance satisfactory to Agent in its Permitted DiscretionLender, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter; (ii) the Fee Letter; (iii) the Officers’ Certificate; (iv) the Intellectual Property Security Agreements; (v) originals , and no Default or Event of Default shall exist as of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender execution of its Liens in and to the properties and assets of Borrower and its Subsidiariessuch documents; (d) Agent Lender shall have received the Closing Fee; (e) Lender shall have received a certificate from the Secretary of each Credit Party Borrower attesting to (i) the resolutions of such Credit PartyBorrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party is a party and authorizing specific officers of such Credit Party to execute the same; Financing Documents, (eii) Agent shall have received copies of each Credit PartyBorrower’s Governing Documents, as amended, modified, or supplemented as Documents and (iii) incumbency of the Closing Date, certified by the respective Secretary of such Credit Partyofficers; (f) Agent Lender shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 30 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent Lender shall have received recent certificates the Budget, together with a combined balance sheet of status with respect to each Credit PartyBorrower, such certificates to be issued by the appropriate officer effective as of the jurisdictions (other than the jurisdiction of organization of such Credit Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictionsClosing Date; (h) Agent Lender shall have received a certificate such opinion of Borrower’s counsel as Lender may reasonably request; (i) Borrower shall have received all licenses, approvals, consents or evidence of other actions required by any Person in connection with the execution and delivery by Borrower of this Agreement or any other Financing Document or with the consummation of the transactions contemplated hereby and thereby; (j) Lender shall have received one or more certificates of insurance, together with the endorsements thereto, as are required by Section 6.76.08, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (i) Agent shall have received an opinion of counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Lender; (k) Agent No action, suit, investigation, litigation or proceeding before any arbitrator or Tribunal that could reasonably be expected to have a Material Adverse Effect shall have received be pending or threatened against Borrower’s Closing Date Business Plan; (l) Lender shall have completed its business, legal, and collateral due diligence, the results of which shall be satisfactory to Lender in its sole discretion; (m) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas;[Intentionally Omitted.] (o) Agent Lender shall have completed its businessreceived duly executed copies of guaranties from each Guarantor, legalalong with a pledge of securities from such Guarantor, in form and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably substance satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to AgentLender; (p) Borrower Lender shall have received prior to duly executed copies of the Closing Date a cash equity investment on terms reasonably SVB Loan Documents, the Subordination Agreement and Intercreditor Agreement, each in form and substance satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries;Lender; and (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all All other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender.

Conditions Precedent to the Initial Extension of Credit. The obligation of the each Lender Group (or any member thereof) to make its initial extension of credit hereunder is, in addition to the initial Advances (or otherwise to extend any credit provided for hereunder)conditions set forth in Section 3.2 hereof, is subject to the fulfillment, to the reasonable satisfaction of Agent in and each Lender and its Permitted Discretioncounsel, of each of the following conditions precedent set forth belowon or before the Closing Date: (a) Borrower shall have executed and delivered to Agent the Closing Date Disclosure Statement required under this Agreement. The form and content of the Disclosure Statement shall occur on or before February 20, 2009be reasonably satisfactory to Agent; (b) Agent shall have received a UCC Filing Authorization this Agreement, the Fee Letter, the Guaranty, the Security Agreement, the Intercompany Subordination Agreement and each other Loan Document not previously delivered to it, each duly executed and delivered by Borrower each party thereto (other than Agent or any Lender), each in form and each Guarantor, together with appropriate financing statements on Form UCC-1substance reasonably satisfactory to Agent; (c) Agent shall have received each the written opinions, dated the date of the following documentsthis Agreement, of counsel to ▇▇▇▇▇▇▇▇, with respect to this Agreement, which written opinions shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretion, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter; (ii) the Fee Letter; (iii) the Officers’ Certificate; (iv) the Intellectual Property Security Agreements; (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiariescounsel; (d) Agent shall have received a certificate from the Secretary certified copies of all effective financing statements, if any, which name as debtor Borrower, in each Credit Party attesting to the resolutions case, none of such Credit Party’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the which statements shall evidence Liens other Loan Documents to which such Credit Party is a party and authorizing specific officers of such Credit Party to execute the samethan Permitted Liens; (e) Agent shall have received copies a certificate of status with respect to each Loan Party dated within 30 days of the date of this Agreement, or confirmed by telefacsimile, if telefacsimile confirmation is available, such certificate to be issued by the Secretary of State of the jurisdiction of organization of each Credit Loan Party’s Governing Documents, as amended, modified, or supplemented as of the Closing Date, certified by the respective Secretary of which certificate shall indicate that such Credit PartyLoan Party is in good standing in such State; (f) Agent shall have received a recent certificate of status with respect to each Credit Party, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit Loan Party, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Loan Party) in which its such Loan Party’s failure to be duly qualified or licensed would constitute a Material Adverse ChangeEffect, which certificates shall indicate that such Credit Loan Party is in good standing or duly qualified in such jurisdictions; (g) Agent shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to such Loan Party; (h) Agent shall have received a certificate copy of insurancethe resolutions or the unanimous written consent with respect to each Loan Party, together with certified as of the endorsements theretoClosing Date by a Responsible Officer of such Loan Party, as are required authorizing (A) the transactions contemplated by Section 6.7the Loan Documents to which such Loan Party is or will be a party, and (B) the form execution, delivery and substance performance by such Loan Party of each Loan Document to which shall such Loan Party is or will be satisfactory a party and the execution and delivery of the other documents to Agent be delivered by such Loan Party in its Permitted Discretionconnection herewith and therewith; (i) Agent shall have received an opinion a signature and incumbency certificate of counselthe Responsible Officer with respect to Borrower executing this Agreement, including certain local counsel in such jurisdictions as required by Agentthe Fee Letter, for the Credit PartiesSecurity Agreement, each in form and substance satisfactory the other Loan Documents not previously delivered to Agent in its Permitted Discretionto which Borrower is a party, certified by a Responsible Officer with respect to Borrower; (j) Borrower Agent shall have delivered received a Borrowing Base Certificate, dated as signature and incumbency certificate of the Closing Date based on Responsible Officer with respect to Guarantor executing the most recent completed fiscal month, Guaranty and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due datenot previously delivered to Agent to which Guarantor is a party, held checks and overdrafts)certified by a Responsible Officer with respect to Guarantor; (k) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred fees due on the Closing Date pursuant to the Fee Letter; (l) Agent shall have received a certificate executed by a Responsible Officer with respect to each Loan Party to the effect that such Loan Party has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the transactions evidenced by this AgreementLoan Documents, other than orders, consents, approvals, authorizations, filings or notifications the failure to obtain or make, as applicable, which could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee a certificate executed by a Responsible Officer with respect to real property located in each Loan Party to the states of Pennsylvaniaeffect that no litigation, Washingtoninquiry, West Virginia other action or Texas; proceeding (o) Agent governmental or otherwise), or injunction or other restraining order shall have completed its business, legal, and collateral due diligence, including be pending or overtly threatened that could reasonably be expected to have: (i) a commercial finance exam material adverse effect on the ability of the Loan Parties, taken as a whole, to repay the Loans and review the Letters of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender GroupCredit, the results of which shall be reasonably satisfactory to Agent, or (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur Material Adverse Effect on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury ManagementLoan Parties, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreementstaken as a whole; and (sn) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent in and its Permitted Discretioncounsel.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20May 31, 20092002; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate all financing statements on Form UCC-1required by Agent and Agent shall have received searches reflecting the filing of all such financing statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Cash Management Agreements, (ii) the Fee Letter;Collateral Assignments of Key Leases, together with an appropriate consent to hypothecation from the lessor under the relevant Key Lease (to the extent any such consent is required thereby), with respect to the Key Leases of each of the Mature Stations, (iii) the Officers’ Certificate;Collateral Assignments of Tower Leases, together with an appropriate consent to hypothecation from the lessor under the relevant Tower Lease (to the extent any such consent is required thereby), with respect to the Tower Leases of each of the Mature Stations, (iv) the Intellectual Property Security Agreements;Control Agreements required to comply with the provisions of this Agreement, (v) originals of the Pledged Equity and Pledged Notes;Disbursement Letter, (vi) the Perfection Certificate; andDue Diligence Letter, (vii) the Fee Letter, (viii) the Guarantor Security Agreement, (ix) the Guaranty, (x) the Intercompany Subordination Agreement, (xi) the Mortgages, (xii) the Officers' Certificate, (xiii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender Group of its Liens in and to the properties and assets of Borrower and its Subsidiariesthe Obligors, and (xiv) the Pledge Agreement, together with all certificates representing the certificated shares of Stock pledged thereunder, as well as Stock powers with respect to such certificated shares endorsed in blank; (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (e) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to Borrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Borrower, which certificate shall indicate that Borrower is in good standing in such jurisdiction; (g) Agent shall have received certificates of status with respect to Borrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of Borrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate from the Secretary of each Guarantor attesting to the resolutions of such Guarantor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (i) Agent shall have received copies of each Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor; (j) Agent shall have received a certificate of status with respect to each Credit PartyGuarantor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyGuarantor, which certificate shall indicate that such Credit Party Guarantor is in good standing in such jurisdiction; (gk) Agent shall have received recent certificates of status with respect to each Credit PartyGuarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyGuarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Guarantor is in good standing in such jurisdictions; (hl) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (im) Borrower shall have used its reasonable best efforts to obtain and deliver to Agent a Collateral Access Agreement with respect to its headquarters location; (n) Agent shall have received (i) an opinion of counsel, including certain local Borrower's and Guarantors' counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent Agent, and (ii) an opinion of Borrower's and Guarantors' special communications counsel in its Permitted Discretionform and substance satisfactory to Agent; (jo) Agent shall have received satisfactory evidence (including a certificate of the chief financial officer of Borrower) that all tax returns required to be filed by Borrower and its Subsidiaries have been timely filed and all taxes upon Borrower, its Subsidiaries, or their properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (p) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due datecredit, held checks and overdrafts)if any, hereunder; (kq) Agent shall have received Borrower’s 's Closing Date Business Plan; (lr) Borrower shall have paid pay all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (ms) Each Credit Party Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts satisfactory to Agent assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens or defects and encumbrances that do not materially reduce the value of such Real Property Collateral, and the Mortgage Policies otherwise shall be in form and substance satisfactory to Agent; (t) Agent shall have received copies of each LMA, each Key Lease, each Tower Lease, and each Affiliation Agreement, together with a certificate of the Secretary of Borrower certifying each such document as being a true, correct, and complete copy thereof; and (u) Borrower shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretion.

Conditions Precedent to the Initial Extension of Credit. The obligation of the each Lender Group (or any member thereof) to make the its initial Advances (or otherwise to extend any extension of credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in and each Lender (the making of such initial extension of credit by a Lender being conclusively deemed to be its Permitted Discretionsatisfaction or waiver of the following), of each of the following conditions precedent set forth belowprecedent: (a) the Closing Date shall occur on or before February 20May __, 20092004; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1in a form to be filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral; (c) Agent shall have received each of the following documents, in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Aircraft Security Agreement, (ii) the Fee Letter;Borrower Stock Pledge Agreement, together with (A) all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, and (B) all promissory notes pledged thereunder, as well as allonges thereto or other appropriate transfer certificates endorsed in blank, (iii) the Officers’ Certificate;Cash Management Agreements, (iv) the Intellectual Property Security Agreements;Control Agreements (other than the Control Agreements specified in Section 3.2), (v) originals of the Pledged Equity and Pledged Notes;Disbursement Letter, (vi) the Perfection Certificate; andFee Letter, (vii) the Finova Consent, (viii) the Guarantor Security Agreement, (ix) the Guarantor Stock Pledge Agreement, together with (A) all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, and (B) all promissory notes pledged thereunder, as well as allonges thereto or other appropriate transfer certificates endorsed in blank, (x) the Guaranty, (xi) the Intercompany Subordination Agreement, (xii) the Intercreditor Agreement, (xiii) the Mortgage, (xiv) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender Agent of its Liens in and to the properties and assets of Borrower Borrowers and its their Subsidiaries;, and (xv) the Tax/Litigation Letter Agreement, (xvi) the Trademark Security Agreement, (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower (i) attesting to the resolutions of such Credit PartyBorrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and party, (ii) authorizing specific officers of such Credit Party Borrower to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Borrower; (e) Agent shall have received copies of each Credit PartyBorrower’s Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate from the Secretary of each Guarantor (i) attesting to the resolutions of such Guarantor’s board of directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party, (ii) authorizing specific officers of such Guarantor to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Guarantor; (i) Agent shall have received copies of each Guarantor’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor; (j) Agent shall have received a certificate of status with respect to each Guarantor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (k) Agent shall have received certificates of status with respect to each Guarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (l) Parent or any of the Borrowers shall have received a written agreement executed by Agent and each Lender, in form and substance satisfactory to Agent and each Lender, regarding Persons that are specifically excluded from being an Eligible Transferee; (m) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion6.8; (in) Agent shall have received an opinion opinions of counsel, including certain local Borrowers’ and Guarantors’ counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent; (jo) Borrower Agent shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer of Parent) that all tax returns required to be filed by Borrowers and their Subsidiaries have been timely filed and all taxes upon Borrowers and their Subsidiaries or their properties, assets, income, and Borrower franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (p) Borrowers shall have opening the Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower Borrowers on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Documents; (kq) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit, a takeover audit and a review of Parent’s and its Subsidiaries’ Books and records and verification of Borrowers’ representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent, and (ii) an inspection of each of the locations where Borrowers’ and their Subsidiaries’ Inventory is located, the results of which shall be satisfactory to Agent; (r) Agent shall have received Borrower’s completed reference checks with respect to Borrowers’ senior management, the results of which are satisfactory to Agent in its sole discretion; (s) Agent shall have received an appraisal of Borrowers’ and their Subsidiaries’ Inventory and an appraisal of Borrowers’ and their Subsidiaries’ Equipment (including fixed wing Aircraft, rotary wing Aircraft, or B747 or DC9 Aircraft and other Eligible Equipment), the results of which shall be satisfactory to Agent; (t) Agent shall have received Borrowers’ Closing Date Business Plan; (lu) Borrower Borrowers shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mv) Each Credit Party Agent shall have received a mortgagee title insurance policy (or a marked commitment to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent (the “Mortgage Policy”) in amounts satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policy otherwise shall be in form and substance satisfactory to Agent; (w) Agent shall have received title opinions with respect to the Aircraft Collateral issued by a Person satisfactory to Agent, which indicate that such Aircraft Collateral is free and clear of all defects and encumbrances except Permitted Liens, and which are otherwise in form and substance satisfactory to Agent; (x) Agent shall have received (i) a certificate executed by an officer of the Borrowers pursuant to which such officer certifies that (x) the liens listed on Schedule A to such certificate relate only to the specific equipment listed on Schedule B to such certificate, and (y) all of the outstanding obligations underlying or with respect to such liens have been satisfied in full; and (ii) certificates executed by an officer of the Borrowers pursuant to which such officer certifies that (x) none of the releases attached thereto as Exhibit A have been altered, and (y) all of the outstanding obligations that relate to the security agreement referenced therein have been satisfied in full, and otherwise in form and substance satisfactory to Agent; (y) Borrowers and each of their Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrowers or their Subsidiaries of the Loan Documents Document or with the consummation of the transactions contemplated thereby; (nz) Agent shall have received Collateral Access Agreements from established a system of electronic collateral reporting in order to provide electronic reporting of each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions items set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreementsSection 6.2; and (saa) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances (or otherwise to extend any extension of credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in Lender (the making of such initial extension of credit by Lender being conclusively deemed to be its Permitted Discretionsatisfaction or waiver of the following), of each of the following conditions precedent set forth belowprecedent: (a) the Closing Date shall occur on or before February 20June 30, 20092004; (b) Agent Lender shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1to be duly filed in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect the Lender’s Liens in and to the Collateral; (c) Agent Lender shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionLender, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Cash Management Agreements, (ii) the Fee Letter;Control Agreements, (iii) the Officers’ Certificate;Disbursement Letter, (iv) the Intellectual Property Security Agreements;Fee Letter, (v) originals of the Pledged Equity and Pledged Notes;Patent Security Agreement, (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, (vii) the Trademark Security Agreement, and (viii) evidence satisfactory to the Lender that the Tulin Note has been amended to provide for an extension of the original maturity date thereof (the “Original Maturity Date”) to a date which is not prior to six months after the Maturity Date to the extent the Borrower is unable to satisfy the Availability criteria set forth in Section 7.7(b)(ii) hereof; (d) Agent Lender shall have received a certificate from the Secretary of each Credit Party Borrower (i) attesting to the resolutions of such Credit PartyBorrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and party, (ii) authorizing specific officers of such Credit Party Borrower to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of Borrower; (e) Agent Lender shall have received copies of each Credit PartyBorrower’s Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent Lender shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is validly subsisting and/or in good standing in such jurisdiction; (g) Agent Lender shall have received recent certificates of status with respect to Borrower, each Credit Partydated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent Lender shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionLender; (i) Agent Lender shall have received Collateral Access Agreements with respect to the following locations: Borrower’s offices in Taunton, Massachusetts; Borrower’s retail stores in Lawrenceville, Georgia; Las Vegas, Nevada; L▇▇▇▇▇▇▇▇, Virginia, L▇▇▇ ▇▇▇▇▇▇, New York; Niagara Falls, New York; Orlando Florida, and Reading, Pennsylvania and Borrower’s leased premises in New York, New York; (j) Lender shall have received an opinion of counsel, including certain local Borrower’s counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender; (jk) Lender shall have received satisfactory evidence (including a certificate of the Borrower signed by its chief financial officer) that all tax returns required to be filed by Borrower and its Subsidiaries have been timely filed (after giving effect to any permitted extensions to file) and all taxes upon Borrower and its Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (l) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents Documents; (m) Lender shall have completed its business, legal, and net collateral due diligence, including (i) a collateral audit and review of accounts payable aged Borrower’s and its Subsidiaries’ books and records and verification of Borrower’s representations and warranties to Lender, the results of which shall be satisfactory to Lender, (ii) an inspection of each of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be satisfactory to Lender; and (iii) a review of all License Agreements, the form and substance of which must be acceptable in excess all respects to the Lender (including such agreements containing terms sufficient to enable the Lender to sell inventory relating to such License Agreements upon the exercise of 75 days from the invoice date or 45 days from the due date, held checks Lender’s rights and overdraftsremedies hereunder); (kn) Agent Lender shall have received completed reference checks with respect to Borrower’s senior management, the results of which are satisfactory to Lender in its sole discretion; (o) Lender shall have received an appraisal of the Liquidation Percentage applicable to Borrower’s and its Subsidiaries’ Inventory, the results of which shall be satisfactory to Lender; (p) Lender shall have received Borrower’s Closing Date Business Plan; (lq) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mr) Each Credit Party Lender shall have received copies of each of the License Agreements, together with a certificate of the Secretary of Borrower certifying each such document as being a true, correct, and complete copy thereof; (s) Borrower and each of its Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower or its Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (st) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender.

Conditions Precedent to the Initial Extension of Credit. The obligation of the each Lender Group (or any member thereof) to make the its initial Advances (or otherwise to extend any extension of credit provided for hereunder), is subject to the prior fulfillment, to the satisfaction of Agent in and each Lender (the making of such initial extension of credit by a Lender being conclusively deemed to be its Permitted Discretionsatisfaction or waiver of the following), of each of the following conditions precedent set forth belowprecedent: (a) the Closing Restatement Effective Date shall occur on or before February 20November 13, 20092014; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;, (ii) the Fee Letter;, (iii) the Officers’ Certificate;Intercompany Subordination Agreement, (iv) the Intellectual Property Security Agreements;[Intentionally Omitted], (v) originals of the Pledged Equity and Pledged Notes;Stock Pledge Agreement, and (vi) the Perfection Certificate; andTrademark Security Agreement, (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries; (dc) Agent shall have received a certificate from the Secretary of each Credit Party Borrower (i) attesting to the resolutions of such Credit PartyBorrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and party, (ii) authorizing specific officers of such Credit Party Borrower to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of Borrower; (ed) Agent shall have received copies of each Credit PartyBorrower’s Governing Documents, as amended, modified, or supplemented as of to the Closing Restatement Effective Date, certified by the respective Secretary of such Credit PartyBorrower; (fe) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Restatement Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (gf) Agent shall have received recent certificates of status with respect to Borrower, each Credit Partydated within 30 days of the Restatement Effective Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (hg) Agent shall have received a certificate of insurance, together with the endorsements thereto, insurance as are required by Section 6.76.8, the form and substance of which shall be reasonably satisfactory to Agent; (h) Agent shall have received an opinion of Borrower’s counsel in its Permitted Discretionform and substance reasonably satisfactory to Agent; (i) Agent shall have received an opinion satisfactory evidence (including a certificate of counselthe chief financial officer of Borrower) that all tax returns required to be filed by Borrower and its Subsidiaries have been timely filed and all taxes upon Borrower and its Subsidiaries or their properties, assets, income, and franchises (including certain local counsel (a) Real Property taxes and sales taxes, which could, individually or in the aggregate, reasonably be expected to result in a liability to Borrower or any of its Subsidiaries in excess of $10,000, and (b) payroll taxes) have been paid prior to delinquency, except such jurisdictions as required by Agent, for taxes that are the Credit Parties, each in form and substance satisfactory to Agent in its subject of a Permitted DiscretionProtest; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts); (k) Agent shall have received Borrower’s Closing Restatement Effective Date Business Plan; (lk) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this AgreementAgreement and invoiced at least 2 Business Days prior to the Restatement Effective Date; (l) Agent shall have received copies of Borrower’s quarterly financial statements for the two quarter period ending June 30, 2014, which shall be in form and substance reasonably satisfactory to Agent; (m) Each Credit Party Borrower and each of its Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower or its Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements such evidence as it shall require of (i) the consummation of a Qualifying IPO, (ii) the receipt by Borrower of at least $100,000,000 of gross proceeds from each landlord or bailee the Qualifying IPO, and (iii) the conversion of all outstanding Series C Preferred Stock (including any distribution center outstanding guarantee fees pursuant to the OWB Fee and Reimbursement Agreement which are to be converted to Series C Preferred Stock) of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas;Borrower into common Stock; and (o) Agent shall have completed its businessThe aggregate amount of the Term Loans, legalthe Capex Term Loans, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, Advances funded on the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Restatement Effective Date a cash equity investment on terms reasonably satisfactory to Agent in an amount do not less than exceed $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain 25,000,000 in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretionaggregate.

Conditions Precedent to the Initial Extension of Credit. The obligation effectiveness of the Lender Group (or any member thereof) to make the initial Advances (or otherwise to extend any credit provided for hereunder), this Agreement is subject to the fulfillment, to the satisfaction of Agent in its Permitted Discretion(including any Third Party Agent) and each Lender, of each of the following conditions precedent set forth belowprecedent: (a) a Third Party Agent Retention Period shall exist with Cortland as the Closing Date shall occur on or before February 20, 2009Third Party Agent; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1UCC-1 duly filed (or to be filed) in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect Agent’s Liens in and to the Collateral; (c) Agent (including any Third Party Agent) and the Lenders shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted Discretion(including any Third Party Agent) and the Lenders, duly executedexecuted and delivered, and each such document shall be in full force and effect: (i) the Disbursement Letterthis Agreement; (ii) the Fee Lettera completed Borrowing Base Certificate (Third Party Agent) dated as of July 31, 2018; (iii) the Officers’ CertificateControl Agreements required by Agent or the Lenders to be delivered on the Closing Date; (iv) the Intellectual Property Security AgreementsNotes; (v) originals of the Pledged Equity Guaranty and Pledged NotesSecurity Agreement; (vi) the Intercompany Subordination Agreement; (vii) a Perfection Certificate; (viii) the Copyright Security Agreement; (ix) the Patent Security Agreement; (x) the Intercreditor Agreement; and (viixi) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its SubsidiariesTrademark Security Agreement; (d) Agent shall have received a certificate from the Secretary an Authorized Officer of each Credit Party Loan Party: (i) attesting to the resolutions of such Credit Loan Party’s Board board of Directors directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party it is a party and party, (ii) authorizing specific officers of such Credit Loan Party to execute the same;, attesting to the incumbency and signatures of such specific officers of such Loan Party, (eiii) Agent shall have received attesting to copies of each Credit Loan Party’s Governing Organizational Documents, as amended, modified, or supplemented as of to the Closing Date, which Organizational Documents shall be (A) certified by the respective Secretary an Authorized Officer of such Credit Loan Party;, and (B) with respect to Organizational Documents that are charter documents, certified as of a recent date (not more than thirty (30) days prior to the Closing Date) by the appropriate governmental official, (fiv) Agent shall have received a recent certificate attesting to certificates of status with respect to each Credit Loan Party, dated within ten (10) days of the Closing Date, such certificate certificates to be issued by the appropriate officer of the jurisdiction of organization of such Credit Loan Party, which certificate certificates shall indicate that such Credit Loan Party is in good standing in such jurisdiction;, and (gv) Agent shall have received recent attesting to certificates of status with respect to each Credit Loan Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Loan Party) in which its such Loan Party’s failure to be duly qualified or licensed would constitute a Material Adverse ChangeEffect, which certificates shall indicate that such Credit Loan Party is in good standing in such jurisdictions; (e) after giving effect to any Loans funded on the Closing Date, the payment of all fees, costs and expenses required to be paid by Borrowers, Excess Availability plus Qualified Cash shall be greater than or equal to $22,500,000; (f) since December 31, 2017, there shall not have occurred a Material Adverse Effect; (g) [reserved]; (h) Agent and the Lenders shall have received all requested Collateral Access Agreements in favor of Agent, from all mortgagees, landlords and operators of warehouses in which a Loan Party operates or maintains any Collateral; provided that any locations not subject to such Collateral Access Agreements shall be subject to a Landlord Reserve at Agent’s (including, during any Third Party Agent Retention Period, the Third Party Agent’s) Permitted Discretion; (i) Agent and the Lenders shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.75.03, the form and substance of which shall be satisfactory to Agent in its Permitted Discretionand the Lenders; (ij) Agent and the Lenders shall have received an opinion of counsel, including certain local the Loan Parties’ counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance reasonably satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Lenders; (k) Agent (including any Third Party Agent) and the Lenders shall have received Borrower’s Closing Date Business Plancompleted its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers’ and their Subsidiaries books and records and verification of Borrowers’ representations and warranties to Agent (including any Third Party Agent) and the Lenders, the results of which shall be satisfactory to Agent (including any Third Party Agent) and the Lenders, (ii) an inspection of each of the locations where the Loan Parties’ and their Subsidiaries’ Inventory and Equipment is located, the results of which shall be satisfactory to Agent (including any Third Party Agent) and the Lenders, (iii) satisfactory review by Agent (including any Third Party Agent) and the Lenders of all contracts with Federal, state, municipal and governmental agencies, and (iv) a review of the Loan Parties’ and their Subsidiaries’ insurance, which shall in each case be satisfactory to Agent and the Lenders; (l) Borrower Agent (including any Third Party Agent) and the Lenders shall have received completed reference and background checks with respect to Borrowers’ senior management, the results of which are satisfactory to Agent (including any Third Party Agent) and the Lenders in Agent’s (including any Third Party Agent’s) and each Lender’s sole discretion; (m) Agent (including any Third Party Agent) and the Lenders shall have received an audit of Eligible Accounts, and an appraisal of the Eligible Inventory (and, if requested by Agent (or any Third Party Agent), Eligible Equipment), in each case the results of which shall be satisfactory to Agent (including any Third Party Agent) and the Lenders; (n) Borrowers shall have paid in cash all documented Lender Group Expenses incurred in connection with the transactions evidenced by this AgreementAgreement or any other Loan Documents and paid all fees in cash required to be paid in accordance with the terms of this Agreement and the other Loan Documents; (mo) Each Credit Party Borrowers and each of their Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrowers or their Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; (np) Agent and the Lenders shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties Term Debt Documents, in form and of any landlord or bailee with respect substance reasonably satisfactory to real property located in Agent and the states of Pennsylvania, Washington, West Virginia or TexasLenders; (oq) Agent shall have completed its business, legal, the final corporate and collateral due diligence, including (i) a commercial finance exam capital structure of Borrowers and review of Borrower’s and its their Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent (including any Third Party Agent) and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionLenders; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement or any other Loan Document shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretionand the Lenders.

Conditions Precedent to the Initial Extension of Credit. The amendment and restatement of the Original Loan Agreement (including the “Advances” under the Original Loan Agreement becoming Advances hereunder) and the obligation of the each Lender Group (or any member thereof) to make its initial extension of credit hereunder shall be deemed to be effective as of the initial Advances (or otherwise to extend any credit provided for hereunder), is subject to Closing Date upon the fulfillment, to the satisfaction of Agent in and each Lender (the making of such initial extension of credit by a Lender being conclusively deemed to be its Permitted Discretionsatisfaction or waiver of the following), of each of the following conditions precedent set forth belowprecedent: (a) the Closing Date shall occur on or before February 20, 2009; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Closing Certificates, (ii) the Fee Letter;Sale and Servicing Agreement, and (iii) the Officers’ CertificateOmnibus Amendment and Reaffirmation; (iv) the Intellectual Property Security Agreements; (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries; (d) Agent shall have received a certificate from the Secretary of each Credit Party attesting to the resolutions of such Credit Party’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party is a party and authorizing specific officers of such Credit Party to execute the same; (eb) Agent shall have received copies of each Credit PartyBorrower’s and HTGC’s Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary or Assistant Secretary of such Credit PartyPerson or the Manager of such Person, as applicable; (fc) Agent shall have received a recent certificate certificates of status with respect to each Credit PartyBorrower and HTGC, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyPerson, which certificate shall indicate that such Credit Party Person is in good standing in such jurisdiction; (gd) Agent shall have received recent certificates of status with respect to Borrower and HTGC, each Credit Partydated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyPerson) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Person is in good standing in such jurisdictions; (he) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent; (f) Agent shall have received a certificate from the chief financial officer or chief executive officer of Borrower, certifying (i) as to the truth and accuracy of the representations and warranties of Borrower contained in Section 5 of this Agreement, (ii) the absence of any Defaults or Events of Default, and (iii) that after giving effect to the incurrence of Indebtedness under this Agreement and the other transactions contemplated by this Agreement, Borrower is Solvent; (g) Agent shall have completed its updated business, legal, and collateral due diligence, including a review of the legal structure of Borrower, HTGC and their Affiliates, a collateral audit and review of the books and records of Borrower and HTGC and any of their Affiliates with business operations similar to those of Borrower, a review of their collateral valuation methods, verification of each of such Person’s representations and warranties to the Lender Group, and verification of third-party service providers, in each case, the results of which shall be satisfactory to Agent; (h) Agent shall have received completed reference checks with respect to HTGC, Borrower, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇, the results of which are satisfactory to Agent in its Permitted Discretionsole discretion; (i) Agent shall have received an opinion of counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of pay all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts); (k) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (j) with respect to each Eligible Note Receivable as of the making of the initial Advance, Agent or the Collateral Custodian (if one has been appointed) shall be in possession of all of the Required Asset Documents; (k) Agent shall have received and approved Borrower’s Required Procedures, which Borrower’s Required Procedures shall be consistent with those previously represented to Agent and shall be acceptable to Agent in its sole discretion; (l) Agent shall have received evidence satisfactory to Agent either that any Person having a Lien (except for Permitted Liens, if any) with respect to the assets of Borrower shall have released such Lien or that such Lien shall be automatically terminated upon the funding of the Advances to be made on the Closing Date; (m) Each Credit Party Borrower and HTGC shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower or HTGC of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center satisfactory evidence that as of the Credit Parties Closing Date and after giving effect to the initial Advance and the continuation of all “Advances” outstanding under the Original Loan Agreement immediately before the effectiveness of this Agreement as Advances hereunder, (i) Borrower, on a consolidated basis with its Subsidiaries, has a sum of (A) Tangible Net Worth, plus (B) Subordinated Debt, of not less than the sum of (I) the lesser of (x) the sum of the outstanding principal amounts of Borrower’s three largest Notes Receivable, and (y) $25,000,000, plus (II) any landlord or bailee positive amount of cumulative capital contributions made to Borrower from and after the Closing Date, and (ii) HTGC, on a consolidated basis with respect to real property located in its Subsidiaries, has a sum of (A) Tangible Net Worth, plus (B) Subordinated Debt, of not less than the states sum of Pennsylvania(I) $500,000,000, Washingtonplus (II) ninety percent (90%) of the cumulative amount of equity raised by HTGC after June 30, West Virginia or Texas2014; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of BorrowerAgent’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower counsel shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the and reviewed all standard documentation evidencing, governing, securing and guaranteeing Notes Receivable, and been satisfied such documentation provides Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources appropriate rights and uses for the transactions contemplated remedies to occur on the Closing Date and enforce any necessary collection actions with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating respect to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreementssuch Notes Receivable; and (sp) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20October 30, 20092002; (b) Agent shall have received a UCC Filing Authorization Letterall financing statements required by Agent, duly executed authorized by Borrower the applicable Borrowers, and each Guarantor, together with appropriate Agent shall have received searches reflecting the filing of all such financing statements on Form UCC-1statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Canadian Guarantees, (ii) the Fee Letter;Canadian Security Agreements, (iii) the Officers’ Certificate;Control Agreements, (iv) the Intellectual Property Copyright Security Agreements;Agreement, (v) originals of the Pledged Equity and Pledged Notes;Disbursement Letter, (vi) the Perfection Certificate; andDue Diligence Letter, (vii) the Fee Letter, (viii) the Guarantor Security Agreement, (ix) the Guaranty, (x) the Intercompany Subordination Agreement, (xi) the Mortgages, (xii) the Officers' Certificate, (xiii) the Patent Security Agreement, (xiv) the Pay-Off Letter, together with UCC termination statements (and Canadian equivalents) and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower the Loan Parties, (xv) the Securities Pledge Agreement, together with all Pledged Notes and its Subsidiariescertificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (xvi) the Trademark Security Agreement, and (xvii) the U.S. Cash Management Agreements; (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower (i) attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the samesame and (ii) certifying the names and true signatures of the officers of each Borrower authorized to sign each Loan Document; (e) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 15 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate from the Secretary of each Guarantor (i) attesting to the resolutions of such Guarantor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantors are a party and authorizing specific officers of such Guarantor to execute the same, and (ii) certifying the names and true signatures of the officers of each Guarantor authorized to sign each Loan Document; (i) Agent shall have received copies of each Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor; (j) Agent shall have received a certificate of status with respect to each Guarantor, dated within 15 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantors is in good standing in such jurisdiction; (k) Agent shall have received certificates of status with respect to each Guarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantors is in good standing in such jurisdictions; (l) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted Discretionand Lenders whose Pro Rata Shares aggregate at least 51% of the Term Loan Commitments; (im) Agent shall have received an opinion of counselCollateral Access Agreements with respect to the following locations: (i) Outsourcing Services Group, including certain local Corporate Center, 25 Commerce Drive, Allendale, New Jersey 07401, (ii) Aerosol Servi▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇dustry, California 91746, (iii) A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇dustry, California 91746, (iv) A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇stry, California 91746, (v) Piedm▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, 2345 Monroe Drive, Gainesville, Georgia 30507, (vi) Acupac Pack▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇rsey 07430, (vii) Kolmar L▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ York 12771, (viii) Precision Pac▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, Ohio 45050, (ix) Precision Packaging and ▇▇▇▇▇▇▇▇, 1301 Hook Drive, Middletown, Ohio 45042, and (x) OSG Ivers-Lee, ▇▇/▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇ntario, Canada L6▇ ▇▇▇; (n) Agent shall have received opin▇▇▇▇ ▇▇ Borrowers' and Guarantors' counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionAgent; (jo) Borrower Agent shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer of Parent) that all tax returns required to be filed by Loan Parties have been timely filed and all taxes upon Loan Parties or their properties, assets, income, and Borrower franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (p) Borrowers shall have opening the Required Availability of $15,000,000 at Closing after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)hereunder; (kq) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers' books and records and verification of Borrowers' representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent, (ii) an inspection of each of the locations where Inventory is located, the results of which shall be satisfactory to Agent, (iii) a distressed enterprise valuation of the Borrowers' businesses performed by an independent appraisal company acceptable to Agent, the results of which shall be satisfactory to Agent, and (iv) a quality of earnings analysis and confirmation of the reported trailing twelve months EBITDA (other than Norwich) of at least $21,700,000 as of May 31, 2002 by a financial professional acceptable to Agent, the results of which shall be satisfactory to Agent. (r) Agent shall have received Borrower’s completed reference checks with respect to Borrowers' senior management, the results of which are satisfactory to Agent in its sole discretion; (s) Agent shall have received an appraisal of the Net Liquidation Percentage applicable to Borrowers' Inventory and an appraisal of Equipment, the results of which shall be satisfactory to Agent; (t) Agent shall have received Loan Parties' Closing Date Business Plan; (lu) Borrower Borrowers shall have paid pay all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mv) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent and Lenders whose Pro Rata Shares aggregate at least 51% of the Term Loan Commitments (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts satisfactory to Agent assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance satisfactory to Agent and Lenders whose Pro Rata Shares aggregate at least 51% of the Term Loan Commitments. In addition, Borrowers shall have paid to such title insurance company all expenses and premiums of such title insurance company in connection with the issuance of the Mortgage Policies and in addition shall have paid to such title insurance company an amount equal to the recording, stamp, mortgage and/or intangibles taxes payable in connection with the recording of the Mortgages in the appropriate county recording offices; (w) Agent shall have received a real estate survey with respect to each parcel composing the Real Property Collateral (other than the property owned by Piedmont Laboratories located in Gainesville, Georgia and the property owned by Kolmar Canada located in Barrie, Ontario); the surveyors retained for such surveys, the scope of the surveys, and the results thereof shall be acceptable to Agent and Lenders whose Pro Rata Shares aggregate at least 51% of the Term Loan Commitments; (x) Agent's senior credit committee shall have approved the execution of this Agreement and the transactions contemplated hereby; (y) Each Credit Party of Agent and its counsel shall have reviewed, and shall be satisfied in all respects, with the Senior Subordinated Note Documents, including, without limitation, (i) review of the executed Supplemental Indenture to the Senior Subordinated Note Indenture, dated as of October 29, 2002, and the related consent of the trustee thereto, and (ii) satisfaction that the obligations under the Senior Subordinated Note Documents are fully subordinated to the Obligations; (z) Agent shall have received satisfactory evidence (including a certificate of the chief financial officer of Parent) that Borrowers are in compliance with all covenants contained in the Senior Subordinated Note Documents after giving effect to the Borrowings made hereunder; (aa) Loan Parties shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Loan Parties of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (nbb) Wells Fargo shall have authorized Agent to underwrite and ho▇▇ ▇ $40,000,000 Revolver Commitment; (cc) Agent shall have received Collateral Access Agreements from each landlord or bailee conducted a field visit of any distribution center of the Credit Parties Borrowers' facilities at 801 Garver Road, Monroe, Ohio 45050 and of any landlord or bailee with respect to real property located in the states of Pennsylvania55 Ramapo Valley Road M▇▇▇▇▇, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇ ▇▇▇▇▇▇ Fargo Treasury Management07430, in accordance as part of an au▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ satisfied with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreementsresults thereof; and (sdd) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Restatement Closing Date shall occur on or before February 20November 10, 20092004; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted Discretion, duly executed, and each such document shall then be in full force and effect: (i) the Disbursement Fee Letter;, (ii) the Fee Letter;Guarantor Security Agreement, (iii) the Officers’ Certificate;Guaranty, (iv) the Intellectual Property Security Agreements;Intercompany Subordination Agreement, (v) originals of the Pledged Equity Intercreditor Agreement (in form and Pledged Notes;substance satisfactory to the Required Lenders), (vi) modifications of the Perfection Certificate; andMortgages, the Collateral Assignments of Key Leases, and the Collateral Assignments of Tower Leases, in form and substance satisfactory to Agent, reflecting the amendment and restatement of the Existing Loan Agreement, the increase in the Maximum Revolver Amount, and confirmation of recordation in all applicable jurisdictions of such modifications, (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its SubsidiariesPledge Agreement; (dc) Agent shall have received a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit PartyBorrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (ed) Agent shall have received copies of each Credit PartyBorrower’s Governing Documents, as amended, modified, or supplemented as of to the Restatement Closing Date, certified by the respective Secretary of Borrower or a certificate from the Secretary of Borrower certifying that there have been no amendments or other modifications to Borrower’s Governing Documents since the Closing Date; (e) Agent shall have received a certificate of status with respect to Borrower, dated within 10 days of the Restatement Closing Date, such Credit Partycertificate to be issued by the appropriate officer of the jurisdiction of organization of Borrower, which certificate shall indicate that Borrower is in good standing in such jurisdiction; (f) Agent shall have received certificates of status with respect to Borrower, each dated within 30 days of the Restatement Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of Borrower) in which its failure to be duly qualified or licensed would constitute a recent Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictions; (g) Agent shall have received a certificate from the Secretary of each Guarantor attesting to the resolutions of such Guarantor’s Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (h) Agent shall have received copies of each Guarantor’s Governing Documents, as amended, modified, or supplemented to the Restatement Closing Date, certified by the Secretary of such Guarantor or a certificate from the Secretary of such Guarantor certifying that there have been no amendments or other modifications to such Borrower’s Governing Documents since last delivered to Agent and certified by the Secretary of such Guarantor; (i) Agent shall have received a certificate of status with respect to each Credit PartyGuarantor, dated within 10 days of the Restatement Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyGuarantor, which certificate shall indicate that such Credit Party Guarantor is in good standing in such jurisdiction; (gj) Agent shall have received recent certificates of status with respect to each Credit PartyGuarantor, each dated within 30 days of the Restatement Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyGuarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Guarantor is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (i) Agent shall have received an opinion of counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)jurisdiction; (k) Agent shall have received Borrower’s an opinion of Obligors’ counsel substantially in the form of the opinion delivered on the Closing Date Business Planand otherwise in form and substance satisfactory to Agent; (l) Agent shall have received satisfactory evidence (including a certificate of the chief financial officer of Borrower) that all tax returns required to be filed by Borrower and its Subsidiaries have been timely filed and all taxes upon Borrower, its Subsidiaries, or their properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (m) Borrower shall have the Required Availability after giving effect to the initial extensions of credit, if any, hereunder; (n) Agent shall have received a certificate from the chief financial officer of Borrower with a copy of the Projections most recently delivered to the Lenders prior to the Restatement Closing Date attached thereto and certifying that such Projections are still in effect and continue to represent Borrower’s good faith best estimate of the Obligors’ future performance for the periods covered thereby; (o) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mp) Each Credit Party Agent shall have received a title insurance date down 1B endorsement on existing title insurance policies for the Real Property Collateral issued by Chicago Title or another title insurance company satisfactory to Agent reflecting the amendment and restatement of the Existing Loan Agreement, the increase in the Maximum Revolver Amount; (q) The Lenders shall have received an updated appraisal of the OLV Value of the Stations, the results of which shall be satisfactory to the Lenders; (r) Agent shall have received copies of each of the Term Loan Documents, each of which shall be in form and substance satisfactory to the Required Lenders, together with a certificate of the Secretary of Borrower certifying each such document as being a true, correct, and complete copy thereof; (s) Agent shall have received satisfactory evidence that all of the conditions precedent to the effectiveness of the Term Loan Documents have been (or concurrently are being) satisfied or waived by the Term Loan Agent and that the proceeds of the Term Loan have been (or concurrently are being) disbursed to pay down outstanding Advances and to pay fees and expenses incurred in connection with this Agreement and the Term Loan Agreement; and (t) Borrower shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretion.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 2028, 20092004; (b) Agent shall have received a UCC Filing Authorization Letterall financing statements required by Agent, duly executed authorized by Borrower the applicable Loan Parties, and each Guarantor, together with appropriate Agent shall have received confirmation of the filing of all such financing statements on Form UCC-1statements; (c) Agent Lenders shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionLenders, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Cash Management Agreements, (ii) the Fee Letter;Control Agreements, (iii) the Officers’ Certificate;Copyright Security Agreement, (iv) the Intellectual Property Security Agreements;Disbursement Letter, (v) originals the Amended and Restated of the Pledged Equity and Pledged Notes;Guaranty, (vi) Amended and Restated General Security Agreements securing the Perfection Certificate; andobligations of the Guarantors to the Agent and the Lender Group in form and substance satisfactory to Agent, (vii) the Pay-Off LetterMortgages and any amendments thereto as required by Lender, (viii) the Officers' Certificates, (ix) the Patent Security Agreement, (x) the Stock Pledge Agreement, together with UCC termination statements all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (xi) the Trademark Security Agreement, (xii) the Intercompany Subordination Agreement, (xiii) the Export Credit Agreement and other documentation the written approval by EXIM of the transactions contemplated hereunder, (xiv) Collateral Assignments of the ▇▇▇▇▇▇▇ Note and the Ruud Notes, together with the originals of such ▇▇▇▇▇▇▇ Note and Ruud Notes, (xv) Collateral Assignments of the notes evidencing the termination by Existing Lender Canadian Intercompany Loan and the UK Intercompany Loan, and (xvi) the original key man life insurance policy and Absolute Assignment of its Liens the key man life insurance described in and to the properties and assets of Borrower and its SubsidiariesSection 6.8(d); (d) No trustee, examiner, receiver or the like shall have been appointed or designated with respect to any Borrower or its businesses, properties or assets, including, without limitation, the Collateral and any other property which is security for the Obligations; (e) Agent shall have received a certified copy of the Confirmation Order which shall conform to the Plan in all respects and shall include provisions affecting this Agreement and the other Loan Documents and the transactions contemplated hereunder and thereunder as Agent may request, which Confirmation Order shall have been entered by the Bankruptcy Court after due notice to all creditors and other parties-in-interest, shall not have been stayed by the Bankruptcy Court (or by any other court of competent jurisdiction) or reversed, vacated, amended, supplemented or modified in any respect, and the time to appeal the Confirmation Order shall have expired, no appeal or petition for review, rehearing or certiorari with respect to the Confirmation Order shall be pending and the Confirmation Order shall be in full force and effect. (f) To the extent that the Plan is confirmed by the Bankruptcy Court, Agent shall have received evidence, in form and content satisfactory to Agent, that prior to the date hereof or concurrently herewith the Effective Date shall have occurred and the Plan has been Substantially Consummated; (g) Agent shall have received a certificate from the Secretary of each Credit Loan Party (i) attesting to the resolutions of such Credit Loan Party’s Board 's board of Directors directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Loan Party is a party and authorizing specific officers of such Credit Loan Party to execute the samesame and (ii) certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which such Loan Party is a party; (eh) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (fi) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (gj) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (hk) Agent shall have received a certificate from the Secretary of each Guarantor (i) attesting to the resolutions of such Guarantor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same and (ii) certifying the names and true signatures of the officers of such Guarantor authorized to sign each Loan Document to which such Guarantor is a party; (l) Agent shall have received copies of each Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor; (m) Agent shall have received a certificate of status with respect to each Guarantor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (n) Agent shall have received certificates of status with respect to each Guarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (o) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (ip) Agent shall have received an opinion Collateral Access Agreements with respect to all locations leased by any Loan Party or owned by any third party and at which Collateral is located as identified on Schedule 5.5; (q) Agent shall have received opinions of counsel, including certain local Borrowers' and Guarantors' counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent Lenders, which opinions shall include an opinion regarding the validity and enforceability of Lenders' application of Guarantor Collateral located in its Permitted DiscretionCanada and UK to the Obligations; (jr) Borrower Agent shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer of Parent) that all tax returns required to be filed by Loan Parties have been timely filed and all taxes upon Loan Parties or their properties, assets, income, and Borrower franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of Permitted Protests; (s) Borrowers shall have opening the Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)hereunder; (kt) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent Lenders shall have completed its their business, legal, and collateral due diligence, including (i) a commercial finance exam collateral audit and review of Borrower’s and its Subsidiaries Borrowers' books and records and verification of Borrower’s Borrowers' representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to AgentLenders, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any each of the locations where Borrower’s and its Subsidiaries’ Eligible Inventory is located, the results of which shall be reasonably satisfactory to Agent, (iii) satisfactory review of perfection and tax lien issues in Canada and the United Kingdom, and (iv) a satisfactory takeover audit of such matters as Agent shall deem appropriate in its sole discretion, including, without limitation, a testing of all eligible Collateral located in the United Kingdom, a review of taxes payable by Borrowers (including excise taxes), insurance, rents, inventory reconciliations, transfer pricing and contra account activity, the Export Borrowing Base and the structure and documentation of the indebtedness owing by DSI to Parent; (pu) Borrower Lenders shall have received prior completed reference checks with respect to Borrowers' senior management, the Closing Date a cash equity investment on terms reasonably results of which are satisfactory to Agent Lenders in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiariestheir sole discretion; (qv) Agent Lenders shall have received Cash Management Agreements relating an appraisal of the Net Liquidation Percentage applicable to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury ManagementBorrowers', in accordance with the terms and conditions set forth hereinCanadian Guarantor's Eligible Inventory and an appraisal of Loan Parties' Equipment, the form and substance results of which shall be satisfactory to Agent in its Permitted DiscretionLenders; (rw) Agent Lenders shall have received all Credit Card Processor agreements; andthe Plan, the Closing Date Business Plan, and Borrowers' pro forma balance sheet reflecting the consummation of the transactions hereunder, including without limitation, the transactions under the Plan; (sx) The capitalization and capital structure of Borrowers and the subsidiaries of Borrowers shall in all respects be satisfactory to Lenders; (y) The existing and projected liquidity of Borrowers and their ability to fund ongoing working capital, the cash management structure, flow of funds and other documents and legal matters cash requirements shall be satisfactory to Lenders; (aa) No Material Adverse Change shall have occurred in connection Borrowers' business, assets, financial condition, performance or prospects, in the value of the Collateral, in the ability of Borrowers to operate in accordance with the transactions contemplated by this Agreement shall have been delivered, executedprojections for the period after the Closing Date most recently delivered to Agent prior to the Closing Date, or recorded and shall be in form and substance reasonably satisfactory the ability of Borrowers to Agent comply with the financial covenants set forth in its Permitted Discretion.Section 7.20;

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20December 31, 20092001; (b) Agent shall have received a UCC Filing Authorization Letterall financing statements required by Agent, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1the applicable Borrowers (if necessary); (c) Agent shall have received each of the following documents, in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Control Agreements, (ii) the Fee Disbursement Letter;, (iii) the Officers’ Certificate;Due Diligence Letter, (iv) the Intellectual Property Security Agreements;Fee Letter, (v) originals of the Pledged Equity and Pledged Notes;Guaranty, (vi) the Perfection Certificate; andCash Management Agreements, (vii) the Mortgages, (viii) the Officers' Certificate, (ix) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (x) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender Lenders of its their Liens in and to the properties and assets of Borrower and its Subsidiaries;the Loan Parties, (xi) the Intercreditor Agreement, and (xii) the Contribution Agreement. (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower (i) attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the samesame and (ii) certifying the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is a party; (e) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 15 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate from the Secretary of each Guarantor attesting to the resolutions of such Guarantor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (i) Agent shall have received copies of each Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor; (j) Agent shall have received a certificate of status with respect to each Guarantor, dated within 15 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (k) Agent shall have received certificates of status with respect to each Guarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (l) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7SECTION 6.8, the form and substance of which shall be reasonably satisfactory to Agent in its Permitted DiscretionAgent; (im) Agent shall have received an opinion Collateral Access Agreements with respect to the locations listed on Schedule E-1 (other than the ▇▇▇▇▇▇ Warehouse); (n) Agent shall have received opinions of counsel, including certain local Borrowers' counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionAgent; (jo) Borrower Agent shall have delivered received a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer of AMTROL that all tax returns required to be filed by Borrowers have been timely filed and all taxes upon Borrowers or their properties, assets, income, and Borrower franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (p) Borrowers shall have opening the Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)hereunder; (kq) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers' books and records and verification of Borrowers' representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, and (ii) an inspection of each of the locations where Inventory is located, the results of which shall be satisfactory to Agent; (r) Agent shall have received Borrower’s completed reference checks with respect to Borrowers' senior management, the results of which are reasonably satisfactory to Agent in its sole discretion; (s) Agent shall have received an appraisal of the Net Liquidation Percentage applicable to Borrowers' Inventory and Equipment, the results of which shall be reasonably satisfactory to Agent; (t) Agent shall have received AMTROL's Closing Date Business Plan; (lu) Borrower the Other Senior Lenders shall have paid made loans to AMTROL in an aggregate principal amount of not less than $25,000,000 pursuant to the terms and conditions set forth in the Other Senior Debt Loan Documents and Agent shall have received a certificate from the President or Secretary of AMTROL certifying the consummation of such transaction; (v) Borrowers shall pay all documented Lender Group Expenses that have been incurred in connection with the transactions evidenced by this AgreementAgreement and that are then due and payable; (mw) Each Credit Party Agent shall have received (i) appraisals of the Real Property Collateral reasonably satisfactory to Agent, and (ii) mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent (each a "MORTGAGE POLICY" and, collectively, the "MORTGAGE POLICIES") in amounts satisfactory to Agent assuring Agent for the benefit of the Lenders that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent; (x) Agent shall have received a phase-I environmental report and a real estate survey with respect to each parcel composing the Real Property Collateral located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the results thereof shall be reasonably acceptable to Agent; (y) Agent shall have received copies of each of the following documents, together with a certificate of the Secretary of the applicable Borrower certifying each such document as being a true, correct, and complete copy thereof: (i) the Indenture (including any supplements, amendments or other modifications thereto), and (ii) the Other Senior Debt Loan Documents; (z) Borrowers shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrowers of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (naa) Agent shall have received Collateral Access Agreements a certificate from each landlord or bailee the Chief Financial Officer of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall AMTROL certifying that Availability will not be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in 1,500,000 after giving effect to the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur payment of regularly scheduled interest on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury ManagementSenior Subordinated Notes on December 31, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements2001; and (sbb) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances (or otherwise to extend any credit provided for hereunder), is iswas subject to the fulfillmentfulfillment on or about the Closing Date, to the satisfaction of Agent in its Permitted Discretion, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20, 2009; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted Discretion, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter; (ii) the Fee Letter; (iii) the Officers’ Certificate; (iv) the Intellectual Property Security Agreements; (v) originals of the Pledged Equity and Pledged Notes;; and (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries; (d) Agent shall have received a certificate from the Secretary of each Credit Party attesting to the resolutions of such Credit Party’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party is a party and authorizing specific officers of such Credit Party to execute the same; (e) Agent shall have received copies of each Credit Party’s Governing Documents, as amended, modified, or supplemented as of the Closing Date, certified by the respective Secretary of such Credit Party; (f) Agent shall have received a recent certificate of status with respect to each Credit Party, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit Party, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (i) Agent shall have received an opinion of counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts); (k) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretion.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20May 15, 20092002; (b) Agent shall have received a UCC Filing Authorization Letterfiled all financing statements required by Agent, duly executed by Borrower Borrower, and each Guarantor, together with appropriate Agent shall have received searches reflecting the filing of all such financing statements on Form UCC-1statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Guarantor Pledge and Security Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (ii) the Fee Letter;Guaranty, (iii) the Officers’ Certificate;Intellectual Property Security Agreement, (iv) the Intellectual Property Security Cash Management Agreements;, (v) originals of the Pledged Equity and Pledged Notes;Credit Card Agreements, (vi) the Perfection Certificate; andSubordination Agreement, (vii) the Fee Letter, (viii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower, (ix) the Disbursement Letter, and (x) the Perfection Certificates of each of Borrower and its Subsidiaries;Guarantor. (d) Agent shall have received a Collateral Access Agreement with respect to Borrower's corporate headquarters and distribution center located at 2727 Diehl Road, Naperville, Illinois; (e) Agent shall ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ certificate from the Secretary an officer of each Credit Party Borrower attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (e) Agent shall have received copies of each Credit Party’s Governing Documents, as amended, modified, or supplemented as of the Closing Date, certified by the respective Secretary of such Credit Party; (f) Agent shall have received a recent certificate of status with respect to each Credit Party, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit Party, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (i) Agent shall have received an opinion of counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts); (k) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretion.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20December 31, 20092002; (b) Agent shall have received a UCC Filing Authorization Letterall financing statements required by Agent, duly executed by Borrower the applicable Borrowers, and each Guarantor, together with appropriate Agent shall have received searches reflecting the filing of all such financing statements on Form UCC-1statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Assignments of Claims, (ii) the Fee Letter;Control Agreements, (iii) the Officers’ Certificate;Disbursement Letter, (iv) the Intellectual Property Security Agreements;Due Diligence Letter, (v) originals of the Pledged Equity and Pledged Notes;Fee Letter, (vi) the Perfection Certificate; andGuaranties, (vii) the Validity Agreement, (viii) the Officers' Certificate, (ix) the Pay-Off Letter, (x) Stock Pledge Documentation with respect to all Subsidiaries of any Borrower or Guarantor in existence on the date hereof, together with UCC termination statements and (xi) the Whitney Subordination. (d) Agent shall have received, in form and other documentation evidencing substance satisfactory to Agent, the termination Notices of Assignment of Claims, duly executed by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiariesapplicable Borrowers; (de) Agent shall have received a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit Party’s Board Borrower's board of Directors directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (ef) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (fg) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (gh) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (hi) Agent shall have received a certificate from the Secretary of each Guarantor attesting to the resolutions of such Guarantor's board of directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (j) Agent shall have received copies of each Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor; (k) Agent shall have received a certificate of status with respect to each Guarantor, issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (l) Agent shall have received certificates of status with respect to each Guarantor, issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (m) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (in) Agent shall have received an opinion a Collateral Access Agreement with respect to 5456 McConnell Avenue, Los Angeles, California 90066; (o) ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ received opinions of counsel, including certain local Borrowers' and Guarantors' counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionAgent; (jp) Borrower Agent shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer of Parent) that all tax returns required to be filed by Borrowers or Guarantors have been timely filed and all taxes upon Borrowers, Guarantors or their respective properties, assets, income, and Borrower franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest or taxes subject to any Liens to be Released; (q) Borrowers shall have opening the Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)hereunder; (kr) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers' books and records and verification of Borrowers' representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent, and (ii) an inspection of each of the locations where Inventory is located, the results of which shall be satisfactory to Agent; (s) Agent's counsel shall have reviewed Borrowers' legal structure and Agent shall have been satisfied with the results of such review; (t) Agent's counsel shall have reviewed all material purchase and supply agreements of all Borrowers and Agent shall have been satisfied with the results of such review; (u) Agent's counsel shall have reviewed all contracts entered into by Maytag with any Governmental Authority and Agent shall have been satisfied with the results of such review; (v) Agent's counsel shall have reviewed the FBO Documentation and Agent shall have been satisfied with the results of such review; (w) Agent's counsel shall have reviewed the Whitney Documentation and Agent shall have been satisfied with the results of such review; (x) Agent's counsel shall have received and reviewed all documentation requested by them from Borrowers with respect to the shareholder lawsuits filed against Borrowers or any of them and Agent shall have been satisfied with the results of such review; (y) Agent shall have received Borrower’s completed reference checks with respect to Borrowers' senior management, the results of which are satisfactory to Agent in its sole discretion; (z) Agent shall have received the Closing Date Business Plan; (laa) Borrower Borrowers shall have paid pay all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mbb) Each Credit Party Borrowers shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrowers of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (ncc) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee performed, with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, a takeover audit of Borrowers operations and the Collateral which includes additional analysis on (i) FBO reporting, (ii) an appraisal conducted by an appraisal firm selected by Agent the results past due accounts payable of which shall be reasonably satisfactory to Agent MercFuel and (iii) payment history, creditworthiness and other credit analysis with respect to the extent required by Agent an inspection of any of the locations where Borrower’s China Eastern Airlines and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreementsChina Southern Airlines; and (sdd) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted Discretion, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 209, 20092007; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted Discretion, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter; (ii) the Fee Letter; (iii) the Officers’ Certificate; (iv) the Intellectual Property Security Agreements; (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection CertificateCertificates; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries; (d) Agent shall have received a certificate from the Secretary of each Credit Party attesting to the resolutions of such Credit Party’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party is a party and authorizing specific officers of such Credit Party to execute the same; (e) Agent shall have received copies of each Credit Party’s Governing Documents, as amended, modified, or supplemented as of the Closing Date, certified by the respective Secretary of such Credit Party; (f) Agent shall have received a recent certificate of status with respect to each Credit Party, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit Party, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictions; (h) Agent shall have received a certificate such certificates of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (i) Agent shall have received an opinion of counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 10,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Documents; (k) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of associated with any distribution center of the Credit Parties and of Party’s Non-Owned Storage Facilities (excluding any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or TexasLeased Store Location); (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam collateral audit and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any each of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent, and (iii) receipt and review of an inventory appraisal performed by an appraisal service acceptable to Lender; (p) Borrower Agent shall have received prior completed reference checks with respect to Borrower’s senior management, the Closing Date a cash equity investment on terms reasonably results of which are satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiariessole discretion; (q) Agent shall have received Cash Management Agreements relating a financial reporting package with respect to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms Borrower and conditions set forth hereinits Subsidiaries, the form and substance results of which shall be are satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreementssole discretion; and (sr) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretion.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted Discretion, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20September 29, 20092004; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1UCC-1 and PPSA registration statements duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect Agent's Liens in and to the Collateral and Agent shall have 73 received searches reflecting the filing of all such financing statements and PPSA registration statements and otherwise satisfactory to Agent; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted Discretion, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;this Agreement, (ii) the Fee Letter;Canadian Security Documents, (iii) the Officers’ Certificate;Guaranty, (iv) the Intellectual Property Security Control Agreements;, (v) originals of the Pledged Equity and Pledged Notes;Credit Card Agreements, (vi) the Perfection Certificate; andDisbursement Letter, (vii) the Due Diligence Letter, (viii) the Fee Letter, (ix) the Notes, (x) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender Lenders of its their Liens in and to the properties and assets of Borrower Borrowers and its their Subsidiaries, (xi) the Eligible Drafts as required pursuant to Section 2.11(c), and (xii) additional documents required to be determined; (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (e) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction;; 74 (g) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (i) Agent shall have received an opinion Collateral Access Agreements with respect to each warehouse, distribution center, fulfillment center, contract warehouse or other real property (other than a retail store location) leased by a Borrower; (j) Agent shall have received opinions from each of counsel, including certain local Borrowers' U.S. and Canadian counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionAgent; (jk) Borrower Borrowers shall have delivered received a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Certificate demonstrating Availability of in an amount no less than $15,000,000 10,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower Borrowers on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Documents; (kl) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers' books and records and verification of Borrowers' representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent, and (ii) an inspection of each of the locations selected by Agent where Borrowers' and their Subsidiaries' Inventory is located, the results of which shall be satisfactory to Agent; (m) Agent shall have received Borrower’s an appraisal of the Net Retail Liquidation Value and Net Liquidation Percentage applicable to Borrowers' and their Subsidiaries' Inventory, the results of which shall be satisfactory to Agent; (n) Agent shall have received Borrowers' Closing Date Business Plan; (lo) Borrower Borrowers shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mp) Each Credit Party [Reserved]; (q) Agent shall have received evidence satisfactory in Agent's Permitted Discretion that Borrowers have received all consents, all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrowers or their Subsidiaries of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties ; and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion;75 (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances (or otherwise to extend any extension of credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in Lender (the making of such initial extension of credit by Lender being conclusively deemed to be its Permitted Discretionsatisfaction or waiver of the following), of each of the following conditions precedent set forth belowprecedent: (a) the Closing Date shall occur on or before February 20May 14, 20092004; (b) Agent Lender shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements duly filed in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect the Lender’s Liens in and to the Collateral, and Lender shall have received customary searches reflecting the filing of all such financing statements and evidencing the absence of any other Liens on Form UCC-1the Collateral, other than Liens on the Floor Plan Collateral in favor of the Floor Plan Finance Lenders and other Liens acceptable to Lender; (c) Agent Lender shall have received each of the following documents, in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Copyright Security Agreement, (ii) the Fee Disbursement Letter;, (iii) the Officers’ Certificate;Fee Letter, (iv) the Intellectual Property Guarantor Security Agreements;Agreement, (v) originals of the Pledged Equity and Pledged Notes;Guaranty, (vi) the Perfection Certificate; andIntercompany Subordination Agreement, (vii) the Mortgage, (viii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, (ix) the Pledge Agreement, together with (A) all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank and (B) all promissory notes (including, without limitation, any intercompany promissory notes issued by any Subsidiary of a Loan Party) pledged thereunder, as well as allonges thereto or other appropriate instruments of transfer endorsed in blank, (x) the Trademark Security Agreement, (xi) the Collateral Assignment, and (xii) the Intercreditor Agreement; (d) Agent Lender shall have received a certificate from the Secretary of each Credit Loan Party (i) attesting to the resolutions of such Credit Loan Party’s Board board of Directors directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Loan Party is a party and party, (ii) authorizing specific officers of such Credit Loan Party to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party; (e) Agent Lender shall have received copies of each Credit Loan Party’s Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit Loan Party, and, as of a recent date, by an appropriate official of the jurisdiction of organization of such Loan Party; (f) Agent Lender shall have received a recent certificate of status with respect to each Credit Loan Party, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit Loan Party, which certificate shall indicate that such Credit Loan Party is in good standing in such jurisdiction; (g) Agent Lender shall have received recent certificates of status with respect to each Credit Loan Party, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Loan Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Loan Party is in good standing in such jurisdictions; (h) Agent Lender shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be reasonably satisfactory to Agent in its Permitted DiscretionLender; (i) Agent Lender shall have received the Landlord’s Agreement; (j) Lender shall have received an opinion of counsel, including certain local Borrower’s counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender; (jk) Lender shall have received satisfactory evidence (including a certificate of the chief financial officer of Borrower) that all tax returns required to be filed by Parent and its Subsidiaries have been timely filed and all taxes upon Parent and its Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (l) Lender shall have received a certificate from the chief financial officer of each Loan Party certifying (i) as to the truth and accuracy of the representations and warranties of each Loan Party contained in Section 5, (ii) the absence of any Defaults or Events of Default, and (iii) that after giving effect to the incurrence of Indebtedness under this Agreement, each Loan Party is Solvent; (m) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder hereunder, the consummation of the LDH Acquisition and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or Agreement, the other Loan Documents, the Senior Note Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Floor Plan Financing Documents; (kn) Agent Lender shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Loan Parties’ books and records and verification of Loan Parties’ representations and warranties to Lender, the results of which shall be satisfactory to Lender, and (ii) an inspection of each of the locations where Borrower’s Inventory is located, the results of which shall be satisfactory to Lender; (o) Lender shall have received completed reference checks with respect to Borrower’s senior management, the results of which are satisfactory to Lender in its sole discretion; (p) Lender shall have received Borrower’s Closing Date Business PlanPlan and the Financial Statements, together with a certificate of the Secretary of Borrower certifying each such document as being a true, correct and complete copy thereof, in each case, in form and substance satisfactory to Lender; (lq) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mr) Each Credit Lender shall have received and reviewed copies of each of the Senior Note Documents, the Floor Plan Financing Documents and the other Material Contracts, together with a certificate of the Secretary of Borrower certifying each such document as being a true, correct, and complete copy thereof and that such agreements remain in full force and effect and that no Loan Party is in breach or default in any of its obligations under such agreements; (s) Loan Parties shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Loan Parties of the Loan Documents or with the consummation of the transactions contemplated thereby; (nt) Agent Lender shall have received Collateral Access Agreements from fully executed copies of each landlord or bailee of any distribution center of the Credit LDH Purchase Documents, together with a certificate of the Secretary of Borrower certifying each such document as being a true, correct and complete copy thereof and that such agreements remain in full force and effect and that none of the Loan Parties and is in breach or default in any of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texasits obligations under such agreements; (ou) Agent Lender shall have completed its businessreceived a copy of each legal opinion delivered in connection with the LDH Acquisition, legalwhich opinions shall either be addressed to Lender, or be delivered together with a letter permitting Lender to rely on such opinion; (v) Lender shall have received the Final Balance Sheet and collateral due diligence, including the Final Schedule (as such terms are defined in the LDH Purchase Agreement) delivered in accordance with terms of the LDH Purchase Agreement; (i) a commercial finance exam the LDH Acquisition, including all of the terms and review conditions thereof, shall have been duly authorized by the board of Borrower’s directors and its Subsidiaries books (if required by applicable law) the shareholders or members of the parties to the LDH Purchase Agreement and records all LDH Purchase Documents shall have been duly executed and verification delivered by the parties thereto and shall be in full force and effect as if made on and as of Borrower’s the Closing Date; (ii) the representations and warranties set forth in the LDH Purchase Documents shall be true and correct in all material respects as if made on and as of the Closing Date; (iii) each of the conditions precedent to the obligations of each of the parties to the LDH Purchase Documents to consummate the LDH Acquisition as set forth in the LDH Purchase Documents shall have been satisfied (or waived with the consent of Lender) and the LDH Acquisition shall have been consummated in accordance with the LDH Purchase Documents and all applicable law; (iv) the consideration to be paid by Parent on the Closing Date in respect of the LDH Acquisition shall not exceed $215,000,000; (v) Lender Groupshall have received evidence reasonably satisfactory to it as to the foregoing, as to the results receipt by all parties to the LDH Purchase Documents of all necessary regulatory, creditor, lessor, and other third-party approvals (including ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇), and as to compliance with all laws applicable to any of such parties; and (vi) prior to or concurrently with the making of the initial Advance (A) Parent shall purchase pursuant to the LDH Purchase Agreement (no material provision of which shall be reasonably satisfactory to Agenthave been amended or otherwise modified or waived without the prior written consent of Lender), (ii) an appraisal conducted by an appraisal firm selected by Agent and shall become the results owner of which shall be reasonably satisfactory to Agent all of the LDH Stock, free and clear of all Liens, and (iiiB) to the extent required by Agent an inspection of any each of the locations where Borrower’s LDH Sellers and its Subsidiaries’ Inventory is located, Parent shall have fully performed all of the results of which shall obligations to be reasonably satisfactory to Agentperformed by it under the LDH Purchase Documents; (px) Borrower shall have received prior to gross cash proceeds of $150,000,000 from the issuance of the Senior Notes, and on the Closing Date a cash equity investment Date, Borrower shall have the Required Availability, after giving effect to (1) the initial Advances made and Letters of Credit issued on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date Date, (2) the repayment in full of all indebtedness owing to Existing Lender, and Agent shall otherwise be satisfied (3) the payment of all fees, costs, and expenses incurred in connection with this Agreement, the sources other Loan Documents, the LDH Purchase Documents, the Senior Note Documents, the Floor Plan Financing Documents and uses for the transactions contemplated hereby and thereby and Borrower shall deliver to occur on the Closing Date and with the capital structure Lender a certificate of the chief financial officer of Borrower certifying as to the matters set forth above and its Subsidiariescontaining the calculation of Required Availability; (qy) Agent the Senior Note Documents and the Floor Plan Financing Documents shall be reasonably satisfactory, in form and substance, to Lender; (z) Lender shall have received Cash Management Agreements relating a certificate of the chief financial officer of Borrower certifying as to a detailed calculation of the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreementsBorrowing Base; and (saa) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances (or otherwise to extend any extension of credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in Lender (the making of such initial extension of credit by Lender being conclusively deemed to be its Permitted Discretionsatisfaction or waiver of the following), of each of the following conditions precedent set forth belowprecedent: (a) the Closing Date shall occur on or before February 20May 6, 20092004; (b) Agent Lender shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each GuarantorBorrower, together with appropriate financing statements on Form UCC-1duly filed in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect the Lender's Liens in and to the Collateral, and Lender shall have received searches reflecting the filing of all such financing statements; (c) Agent Lender shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionLender, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Cash Management Agreements, (ii) the Fee Letter;Control Agreements, (iii) the Officers’ Certificate;Copyright Security Agreement, (iv) the Intellectual Property Security Agreements;Disbursement Letter, (v) originals of the Pledged Equity and Pledged Notes;Fee Letter, (vi) the Perfection Officers' Certificate; and, (vii) the Pay-Off LetterPatent Security Agreement, (viii) the Securities Pledge Agreement, together with UCC termination statements and other documentation evidencing all certificates representing the termination by Existing Lender shares of its Liens Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in and to blank (or equivalent, in the properties and assets case of Borrower and its Subsidiariesany non-U.S. Subsidiary whose Stock is pledged), and (ix) the Trademark Security Agreement; (d) Agent Lender shall have received a certificate from the Secretary of each Credit Party Borrower (i) attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and party, (ii) authorizing specific officers of such Credit Party Borrower to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of Borrower; (e) Agent Lender shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent Lender shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent Lender shall have received recent certificates of status with respect to Borrower, each Credit Partydated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent Lender shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionLender; (i) Agent [Intentionally Omitted]; (j) Lender shall have received Collateral Access Agreements with respect to the following locations: (i) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ and (ii) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇; (k) Lender shall have received an opinion of counsel, including certain local Borrower's counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionLender; (jl) Lender shall have received satisfactory evidence (including a certificate of the chief financial officer of Borrower) that all tax returns required to be filed by Borrower and its Subsidiaries have been timely filed and all taxes upon Borrower and its Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (m) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Documents; (kn) Agent Lender shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrower's and its Subsidiaries' books and records and verification of Borrower's representations and warranties to Lender, the results of which shall be satisfactory to Lender, and (ii) an inspection of each of the locations where Borrower's and its Subsidiaries' Inventory is located, the results of which shall be satisfactory to Lender; (o) Lender shall have received completed reference checks with respect to Borrower's senior management, the results of which are satisfactory to Lender in its sole discretion; (p) Lender shall have received an appraisal of the Liquidation Percentage applicable to Borrower's and its Subsidiaries' Inventory, the results of which shall be satisfactory to Lender; (q) A takeover audit shall have been conducted by or on behalf of Lender, the results of which shall be reasonably satisfactory to Lender; (r) Lender shall have received Uniform Commercial Code, tax lien, and litigation searches, the results of which shall be satisfactory to Lender; (s) Lender shall have reviewed and shall be satisfied with all material agreements and customer contracts of Borrower, including fulfillment partner agreements; (t) Lender shall have satisfactorily reconciled Borrower's projected cash flow statement for 2004; (u) Lender shall have received Borrower’s 's Closing Date Business Plan, the results of which shall be satisfactory to Lender; (lv) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mw) Each Credit Party Lender shall have received satisfactory evidence of the dissolution of ▇▇▇▇.▇▇▇, Inc., a Washington corporation; (x) Borrower and each of its Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower or its Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (sy) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20June 30, 20092003; (b) Agent shall have received a UCC Filing Authorization Letterall financing statements required by Agent, duly executed authorized by Borrower the applicable Loan Parties, and each Guarantor, together with appropriate Agent shall have received confirmation of the filing of all such financing statements on Form UCC-1statements; (c) Agent Lenders shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionLenders, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Cash Management Agreements, (ii) the Fee Letter;Control Agreements, (iii) the Officers’ Certificate;Copyright Security Agreement, (iv) the Intellectual Property Security Agreements;Disbursement Letter, (v) originals of the Pledged Equity and Pledged Notes;Due Diligence Letter, (vi) the Perfection Certificate; andExpenses Letter, (vii) the Guaranties, (viii) general security agreements securing the obligations of the Guarantors to the Agent and the Lender Group in form and substance satisfactory to Agent, (ix) the Mortgages, (x) the Officers' Certificate, (xi) the Patent Security Agreement, (xii) the Pay-Off Letter, together with UCC and PPSA termination statements and other documentation evidencing the termination by Existing Lender Lenders of its their Liens in and to the properties and assets of the Loan Parties, and (xiii) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (xiv) the Trademark Security Agreement, (xv) the Intercompany Subordination Agreement, (xvi) the inter-lender agreement between Foothill and Ableco, (xvii) Collateral Assignments of the ▇▇▇▇▇▇▇ Note and the Ruud Notes, together with the originals of such ▇▇▇▇▇▇▇ Note and Ruud Notes, (xviii) Collateral Assignments of the notes evidencing the Canadian Intercompany Loan and the UK Intercompany Loan, and (xix) the original key man life insurance policy and Absolute Assignment of the key man life insurance described in Section 6.8(d). (d) No trustee, examiner, receiver or the like shall have been appointed or designated with respect to any Borrower or its businesses, properties or assets, including, without limitation the Collateral and its Subsidiariesany other property which is security for the Obligations; (de) The Bankruptcy Court shall have entered in the Chapter 11 Cases the Final Financing Order, in form and substance satisfactory to Lender Group and their counsel, (i) authorizing the execution and performance of the Loan Documents, (ii) granting to Agent, for the benefit of the Lenders, security interests and Liens and the super-priority administrative expense claims status, (iii) modifying the automatic stay and (iv) containing such other terms and provisions as shall be required by Lenders and by their counsel, and no appeal or contest with respect to same shall be pending which seeks to (x) reverse, amend or modify the priority of the post-petition liens and security interests and super-priority administrative claim status granted in favor of Agent and Lenders, (y) except for Permitted Liens or as set forth in the Final Financing Order, grant or permit the grant of a Lien on any of the Collateral, or (iii) challenge the good faith finding, and/or restrictions granted pursuant to Section 364(e) in the Bankruptcy Code; (f) Agent shall have received a certificate from the Secretary of each Credit Loan Party (i) attesting to the resolutions of such Credit Loan Party’s Board 's board of Directors directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Loan Party is a party and authorizing specific officers of such Credit Loan Party to execute the samesame and (ii) certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which such Loan Party is a party; (eg) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (fh) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (gi) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (hj) Agent shall have received a certificate from the Secretary of each Guarantor (i) attesting to the resolutions of such Guarantor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same and (ii) certifying the names and true signatures of the officers of such Guarantor authorized to sign each Loan Document to which such Guarantor is a party; (k) Agent shall have received copies of each Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor; (l) Agent shall have received a certificate of status with respect to each Guarantor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (m) Agent shall have received certificates of status with respect to each Guarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (n) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (io) Agent shall have received an opinion Collateral Access Agreements with respect to all locations leased by any Loan Party or owned by any third party and at which Collateral is located as identified on Schedule 5.5; (p) Agent shall have received opinions of counsel, including certain local Borrowers' and Guarantors' counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent Lenders, which opinion shall include an opinion regarding the validity and enforceability of Lenders' application of Guarantor Collateral located in its Permitted DiscretionCanada and UK to the Obligations; (jq) Borrower Agent shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer of Parent) that all tax returns required to be filed by Loan Parties have been timely filed and all taxes upon Loan Parties or their properties, assets, income, and Borrower franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of Permitted Protests; (r) Borrowers shall have opening the Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)hereunder; (ks) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent Lenders shall have completed its their business, legal, and collateral due diligence, including (i) a commercial finance exam collateral audit and review of Borrower’s and its Subsidiaries Borrowers' books and records and verification of Borrower’s Borrowers' representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to AgentLenders, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any each of the locations where Borrower’s and its Subsidiaries’ Eligible Inventory is located, the results of which shall be reasonably satisfactory to Agent, (iii) satisfactory review of perfection and tax lien issues in Canada and the United Kingdom, and (iv) a satisfactory takeover audit of such matters as Agent shall deem appropriate in its sole discretion, including, without limitation, a testing of all eligible Collateral located in the United Kingdom, a review of taxes payable by Borrowers and DSI (including excise taxes), insurance, rents, inventory reconciliations, transfer pricing and contra account activity, and the structure and documentation of the indebtedness owing by DSI to Parent; (pt) Borrower Lenders shall have received prior completed reference checks with respect to Borrowers' senior management, the Closing Date a cash equity investment on terms reasonably results of which are satisfactory to Agent Lenders in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiariestheir sole discretion; (qu) Agent Lenders shall have received Cash Management Agreements relating an appraisal of the Net Liquidation Percentage applicable to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury ManagementBorrowers', in accordance with the terms DSI's and conditions set forth hereinCanadian Guarantor's Eligible Inventory and an appraisal of Loan Parties' Equipment, the form and substance results of which shall be satisfactory to Agent in its Permitted DiscretionLenders; (rv) Agent Lenders shall have received all Credit Card Processor agreements; andthe Closing Date Business Plan and the Budget; (sw) The capitalization and capital structure of Borrowers and the subsidiaries of Borrowers shall in all respects be satisfactory to Lenders; (x) The existing and projected liquidity of Borrowers and their ability to fund ongoing working capital, the cash management structure, flow of funds and other documents cash requirements shall be satisfactory to Lenders; (y) After giving effect to the initial loans under this Agreement, the Prior DIP Facility shall be fully repaid in cash and legal matters terminated and the obligations of Canadian Guarantor to the Prior Lenders and UK Guarantors to the Prior Lenders shall be fully repaid in connection cash and terminated; (z) Lenders shall have received a field audit examination, which shall be dated no earlier than sixty (60) days prior to the Closing Date, the results of which shall be satisfactory to Lenders in all respects, including, without limitation, Lenders' determination that nothing contained in such field audit examination has then resulted in, or could reasonably be expected to result in, a Material Adverse Change; (aa) No Material Adverse Change shall have occurred in Borrowers' or DSI's business, assets, financial condition, performance or prospects, in the value of the Collateral, in the ability of Borrowers or DSI to operate in accordance with the transactions contemplated by this Agreement shall have been delivered, executedprojections for the period after the Closing Date most recently delivered to Agent prior to the Closing Date, or recorded and shall be in form and substance reasonably satisfactory the ability of Borrowers or DSI to Agent comply with the financial covenants set forth in its Permitted Discretion.Section 7.20;

Conditions Precedent to the Initial Extension of Credit. The obligation of the each Lender Group (or any member thereof) to make its initial extension of credit hereunder is, in addition to the initial Advances (or otherwise to extend any credit provided for hereunder)conditions set forth in Section 3.2 hereof, is subject to the fulfillment, to the reasonable satisfaction of Agent in and each Lender and its Permitted Discretioncounsel, of each of the following conditions precedent set forth belowon or before the Closing Date: (a) Borrower shall have executed and delivered to Agent the Closing Date Disclosure Statement required under this Agreement. The form and content of the Disclosure Statement shall occur on or before February 20, 2009be reasonably satisfactory to Agent; (b) Agent shall have received a UCC Filing Authorization this Agreement, the Fee Letter, the Guaranty, the Security Agreement, the Intercompany Subordination Agreement and each other Loan Document not previously delivered to it, each duly executed and delivered by Borrower each party thereto (other than Agent or any Lender), each in form and each Guarantor, together with appropriate financing statements on Form UCC-1substance reasonably satisfactory to Agent; (c) Agent shall have received each of the following documentswritten opinions, in form and substance satisfactory to Agent in its Permitted Discretion, duly executed, and each such document shall be in full force and effect: (i) dated the Disbursement Letter; (ii) the Fee Letter; (iii) the Officers’ Certificate; (iv) the Intellectual Property Security Agreements; (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries; (d) Agent shall have received a certificate from the Secretary of each Credit Party attesting to the resolutions of such Credit Party’s Board of Directors authorizing its execution, delivery, and performance date of this Agreement and the other Loan Documents Agreement, of counsel to which such Credit Party is a party and authorizing specific officers of such Credit Party to execute the same; (e) Agent shall have received copies of each Credit Party’s Governing Documents, as amended, modified, or supplemented as of the Closing Date, certified by the respective Secretary of such Credit Party; (f) Agent shall have received a recent certificate of status with respect to each Credit Party, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit Party, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (i) Agent shall have received an opinion of counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts); (k) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management▇▇▇▇, in accordance with the terms and conditions set forth hereinrespect to this Agreement, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and written opinions shall be in form and substance reasonably satisfactory to Agent and its counsel; (d) Agent shall have received certified copies of all effective financing statements, if any, which name as debtor Borrower, in its each case, none of which statements shall evidence Liens other than Permitted Discretion.Liens; (e) Agent shall have received a certificate of status with respect to each Loan Party dated within 30 days of the date of this Agreement, or confirmed by telefacsimile, if telefacsimile confirmation is available, such certificate to be issued by the Secretary of State of the jurisdiction of organization of each Loan Party, which certificate shall indicate that such Loan Party is in good standing in such State;

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances (or otherwise to extend any credit provided for hereunder)Term Loan, is subject to the fulfillment, to the reasonable satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20September 26, 20092001; (b) Agent the Interim Bankruptcy Court Order shall have received a UCC Filing Authorization Letterbeen approved and signed by the Bankruptcy Court on or before September 26, duly executed by Borrower 2001, and each Guarantorsuch Order shall be in full force and effect and shall not have been reversed, together with appropriate financing statements stayed, modified or amended absent the written joinder or consent of the Agent, on Form UCC-1behalf of the Required Lenders, and the Borrowers; (c) Agent shall have received each of the following documents, in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Stock Pledge Agreement, together with all promissory notes and certificates representing the shares of Stock pledged thereunder (unless such promissory notes and shares are in the possession of the Existing Lender), as well as Stock powers with respect thereto endorsed in blank, (ii) the Fee Letter;Trademark Security Agreement, (iii) the Officers’ Certificate;Disbursement Letter, (iv) the Intellectual Property Security Agreements;Due Diligence Letter, (v) originals of the Pledged Equity and Pledged Notes;Fee Letter, (vi) the Perfection Certificate; Mortgages, and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its SubsidiariesOfficers' Certificate; (d) Agent shall have received a certificate from the Secretary of each Credit Loan Party attesting to the resolutions of such Credit Loan Party’s 's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Loan Party is a party and authorizing specific officers of such Credit Loan Party to execute the same; (e) Agent shall have received copies of each Credit Loan Party’s 's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit Loan Party; (f) Agent shall have received a recent certificate of status with respect to each Credit domestic Loan Party, dated within 30 days of the Closing Date or otherwise reasonably acceptable to Agent, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit Loan Party, which certificate shall indicate that such Credit Loan Party is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit domestic Loan Party, each dated within 30 days of the Closing Date or otherwise reasonably acceptable to Agent, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Loan Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Loan Party is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7SECTION 6.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (i) Agent shall have received (i) an opinion of counselMilbank, including certain local Tweed, Hadley & McCloy LLP, counsel in such jurisdictions as required by Agent, for to the Credit Loan Parties, each in form and substance ▇▇▇▇▇nab▇▇ ▇▇▇isfactory to Agent and (ii) an opinion of Loan Parties' Ohio counsel, as to such matters as the Agent may reasonably request, which opinions shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent; (j) Borrower Agent shall have delivered received a Borrowing Base Certificatecertificate from the chief executive officer or chief financial officer of Administrative Borrower, dated certifying as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and matters set forth SECTION 3.4 (other than clause (e) thereof) pertaining to the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Parties; (k) Agent shall have received Borrower’s Closing Date Business Plana certificate of the chief financial officer of Parent certifying that all tax returns required to be filed by each Loan Party have been timely filed and all taxes upon each Loan Party or its properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (l) Borrower Agent shall have paid received and been satisfied with the Closing Date Projections and the Business Plan together with a certificate of the chief financial officer of the Parent stating, that each of the Closing Date Projections and the Business Plan have been prepared on a reasonable basis and in good faith and is based on assumptions believed by Borrowers to be reasonable at the time made and from the best information then available to Borrowers; (m) Borrowers shall pay all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mn) Each Credit Party Borrowers shall have received all material licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Loan Party of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (no) no Material Adverse Change shall have occurred since May 31, 2001; (p) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral Access Agreements from each landlord or bailee of any distribution center of (other than the Credit Parties and of any landlord or bailee with respect to Real Property identified on Schedule R-1 which constitutes either vacant real property located or developed but non-operating real property (collectively, the "DARK PROPERTIES")) issued by a title insurance company satisfactory to Agent (each, a "MORTGAGE POLICY" and, collectively, the "MORTGAGE POLICIES") in amounts satisfactory to Agent assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Priority Liens and except Carve-Out Expenses having a priority over the Obligations to the extent set forth in the states definition of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legalAgreed Administrative Expense Priorities, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating a real estate survey with respect to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions parcel of Real Property Collateral set forth hereinon Schedule 3.1(q); the surveyors retained for such surveys, the form scope of the surveys, and substance of which the results thereof shall be satisfactory reasonably acceptable to Agent in its Permitted DiscretionAgent; (r) Agent shall have received all Credit Card Processor agreementsUCC, tax and judgment lien searches and other evidence satisfactory to it evidencing the absence of any Liens on the Collateral other than Permitted Liens; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The ------------------------------------------------------- obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunderhereunder including, without limitation, the Term Loan and any Capital Expenditure Loan), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20March 31, 20092001; (b) Agent shall have received a UCC Filing Authorization Letterall financing statements required by Agent, duly executed by Borrower Borrower, and each Guarantor, together with appropriate Agent shall have received searches reflecting the filing of all such financing statements on Form UCC-1statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Control Agreements, (ii) the Fee Disbursement Letter;, (iii) the Officers’ Certificate;Fee Letter, (iv) the Intellectual Property Security Cash Management Agreements;, (v) originals of the Pledged Equity and Pledged Notes;Mortgages, (vi) the Perfection Certificate; andIntellectual Property Security Agreement, (vii) the Pay-Off LetterParent Pledge Agreement, (viii) the Elmbay Pledge Agreement, (ix) the Parent Security Agreement, (x) the Parent Guaranty, (xi) the Assignment of Note, together with UCC termination statements the original Amended and other documentation evidencing Restated Wang Note, (xii) the termination by Existing Lender Acknowledgement of its Liens in and to Licenses, (xiii) the properties and assets of Borrower and its SubsidiariesAffiliate Subordination Agreement, (xiv) the Subordination Agreements, and (xv) the Officers' Certificate; (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (e) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to Borrower, each Credit Partydated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate from the Secretary of Holdco attesting to the resolutions of Holdco's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which Holdco is a party and authorizing specific officers of Holdco to execute the same; (i) Agent shall have received copies of Holdco's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of Holdco; (j) Agent shall have received a certificate of status with respect to Holdco, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Holdco, which certificate shall indicate that Holdco is in good standing in such jurisdiction; (k) Agent shall have received certificates of status with respect to Holdco, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of Holdco) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Holdco is in good standing in such jurisdictions; (l) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of ----------- which shall be satisfactory to Agent in its Permitted DiscretionAgent; (im) Agent shall have received an opinion of counsel, satisfactory evidence (including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability chief financial officer of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of Borrower) that all fees and expenses tax returns required to be paid filed by Borrower on have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the Closing Date under this Agreement or the other Loan Documents and net subject of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts); (k) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated therebya Permitted Protest; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam collateral audit and review of Borrower’s and its Subsidiaries 's books and records (including the books and records relating to the Acquired Assets) and verification of Borrower’s 's representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any each of the locations where Borrower’s and its Subsidiaries’ Inventory is or Acquired Assets are located, the results of which shall be reasonably satisfactory to Agent, and (iii) confirmation that all Equipment is not subject to any encumbrance; (o) Agent shall have received an appraisal of the Net Liquidation Percentage applicable to Borrower's Inventory and an appraisal of Borrower's Equipment and the Acquired Assets, the results of which shall be satisfactory to Agent; (p) Borrower Agent shall have received prior to the Borrower's Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its SubsidiariesBusiness Plan; (q) Agent Borrower shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, pay all Lender Group Expenses incurred in accordance connection with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretiontransactions evidenced by this Agreement; (r) Agent shall have received (i) appraisals of the Real Property Collateral satisfactory to Agent, and (ii) mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts satisfactory to Agent assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all Credit Card Processor agreements; and (s) all other documents defects and legal matters in connection with encumbrances except Permitted Liens, and the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent; (s) Agent shall have received a phase-I environmental report, environmental indemnity, and a real estate survey with respect to each parcel composing the Real Property Collateral; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the results thereof shall be acceptable to Agent; (t) Agent shall have received all Collateral Access Agreements with respect to the following locations: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇; ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Marion, Ohio; "Building 59", Vancouver, Washington; "Building ▇▇", ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇; and Oconto Falls, Wisconsin. (u) Agent shall have received copies of lease assignment and assumption agreements with respect to the following locations: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Marion, Ohio; "Building ▇▇", ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇; "▇▇▇▇▇▇▇▇ ▇▇", ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇; and Memorial Highway, Houston, Texas. (v) Agent shall have received opinions of Counsel for Borrower (including Borrower's local counsel in its Permitted Discretion.the State of Georgia) and Holdco, each in form and substance satisfactory to Agent; (w) Borrower shall have received the proceeds of the Subordinated Note A and Subordinated Note B (in a minimum amount of $20,000,000) and in such greater amount as may be necessary to consummate the contemplated acquisition, on terms and conditions satisfactory to Agent; (x) Borrower shall have the Required Availability after giving effect to the initial extensions of credit hereunder;

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20June 9, 20092003; (b) Agent shall have received a UCC Filing Authorization Letterall financing statements required by Agent, duly executed by Borrower and each Guarantor, together with appropriate and Agent shall have received searches reflecting the filing of all such financing statements on Form UCC-1statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Control Agreements, (ii) the Fee Letter;Copyright Security Agreement, (iii) the Officers’ Certificate;Disbursement Letter, (iv) the Intellectual Property Security Agreements;Due Diligence Letter, (v) originals of the Pledged Equity and Pledged Notes;Fee Letter, (vi) the Perfection Certificate; andGuaranties, (vii) the Pay-Off LetterCash Management Agreements, (viii) the Mortgages, (ix) the Officers’ Certificate, (x) the Patent Security Agreement, Table of Contents (xi) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (xii) the Trademark Security Agreement, (xiii) the Subordinated Indenture Acknowledgement, (xiv) UCC termination statements and other documentation evidencing the termination by Existing Lender of its existing Liens in and to the properties and assets of Borrower and its SubsidiariesBorrower, and (xv) the Parent Subordination Agreement, (xvi) the Collateral Assignments of Notes, and (xvii) the Assignments of Tax Refunds; (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit PartyBorrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (e) Agent shall have received copies of each Credit PartyBorrower’s Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 30 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to Borrower, each Credit Partydated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate from the Secretary of each Guarantor attesting to the resolutions of Guarantor’s Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which Guarantor is a party and authorizing specific officers of Guarantor to execute the same; (i) Agent shall have received copies of Guarantor’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of Guarantor; (j) Agent shall have received a certificate of status with respect to each Guarantor, dated within 30 days of the Closing Date, such certificate to be issued by the Table of Contents appropriate officer of the jurisdiction of organization of Guarantor, which certificate shall indicate that Guarantor is in good standing in such jurisdiction; (k) Agent shall have received certificates of status with respect to each Guarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Guarantor is in good standing in such jurisdictions; (l) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (im) Agent shall have received Collateral Access Agreements with respect to each location listed on Schedule E-1 or Schedule 5.5; (n) Agent shall have received an opinion of counsel, including certain local Borrower’s counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance reasonably satisfactory to Agent, including, without limitation, an opinion satisfactory to Agent that this Agreement and the other Loan Documents executed and delivered by Borrower and Guarantors constitute the “Senior Credit Facility” and that the Obligations constitute “Senior Indebtedness” and “Designated Senior Indebtedness,” each under and as defined in its Permitted Discretionthe Subordinated Indenture; (jo) Agent shall have received satisfactory evidence (including a certificate of the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (p) Borrower shall have delivered a Borrowing Base Certificate, dated as the Required Availability after payment of the Closing Date based on the most recent completed fiscal month, Fee and Borrower shall have opening Availability of $15,000,000 all Lender Group Expenses and after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)hereunder; (kq) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrower’s books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent, (including, without limitation, satisfactory Inventory test counts at Borrower’s Los Angeles, California warehouse) and (ii) an inspection of each of the locations where Inventory is located, the results of which shall be satisfactory to Agent and (iii) satisfactory review of Borrower’s Subordinated Indenture, satisfactory review of Borrower’s supply agreement with Advanced Glass Fiber Yarns, satisfactory review of environmental issues concerning the Altavista, Virginia and Cheraw, South Carolina Real Property Collateral, satisfactory review of Borrower’s post-retirement and pension liabilities, and verification that all of Borrower’s real estate, excise and other taxes are paid currently; Table of Contents (r) Agent shall have received completed reference checks with respect to Borrower’s senior management, the results of which are satisfactory to Agent in its sole discretion; (s) Agent shall have received an appraisal of the Liquidation Percentage applicable to Borrower’s Inventory and an appraisal of Borrower’s Equipment, the results of which shall be satisfactory to Agent; (t) Agent shall have received Borrower’s Closing Date Business Plan; (lu) Borrower shall have paid pay all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mv) Each Credit Party Agent shall have received (i) appraisals of the Real Property Collateral reasonably satisfactory to Agent, and (ii) mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent (each a “Mortgage Policy” and, collectively, the “Mortgage Policies”) in amounts satisfactory to Agent assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent; (w) Agent shall have received a phase-I environmental report and a real estate survey with respect to each parcel composing the Real Property Collateral on the Closing Date; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the results thereof shall be acceptable to Agent; (x) Borrower shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (sy) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the each Lender Group (or any member thereof) to make the its initial Advances (or otherwise to extend any credit provided for hereunder), Extension of Credit is subject to the fulfillment, to the satisfaction of Agent in its Permitted Discretion, of each fulfillment of the following conditions precedent set forth belowprecedent: (a) the Closing Date The Administrative Agent shall occur have received, on or before February 20, 2009; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) Agent shall have received each the day of the following documentsinitial Extension of Credit, the following, each dated such day (except where specified otherwise below), in form and substance satisfactory to Agent each Lender (except where otherwise specified below) and (except for any Promissory Notes) in its Permitted Discretion, duly executed, and sufficient copies for each such document shall be in full force and effectLender: (i) the Disbursement Letter; (ii) the Fee Letter; (iii) the Officers’ Certificate; (iv) the Intellectual Property Security Agreements; (v) originals Certified copies of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries; (d) Agent shall have received a certificate from the Secretary of each Credit Party attesting to the resolutions of such Credit Party’s the Board of Directors Directors, or of the Executive Committee of the Board of Directors, of the Borrower authorizing its execution, delivery, and performance of the Borrower to enter into this Agreement and the other Loan Documents to which it is, or is to be, a party, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Agreement and such Credit Party is a party Loan Documents. (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and authorizing specific incumbency of (A) the officers of such Credit Party the Borrower authorized to execute sign this Agreement and the same;other Loan Documents to which it is, or is to be, a party, and the other documents to be delivered hereunder and thereunder and (B) the representatives of the Borrower authorized to sign notices to be provided under this Agreement and the other Loan Documents to which it is, or is to be, a party, which representatives shall be acceptable to the Administrative Agent. (eiii) Copies of the Certificate of Incorporation (or comparable charter document) and by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower. (iv) An irrevocable notice from the Borrower requesting termination of the "Commitments" under the Existing Credit Agreement effective automatically on such date upon the satisfaction (or waiver) of the other conditions precedent set forth in this Section 6.01. (v) The Promissory Notes (if requested by any Lender pursuant to Section 3.01(d)), duly executed by the Borrower. (vi) The Cash Collateral Agreement duly executed by the Borrower together with evidence of the completion of all other actions as may be necessary or, in the opinion of the Administrative Agent shall have received copies and counsel for the Administrative Agent, desirable to perfect the security interests and liens created thereby. (vii) A certified copy of Schedule II hereto, in form and substance reasonably satisfactory to the Administrative Agent setting forth: (A) all Project Finance Debt of the Consolidated Subsidiaries, together with the Borrower's Ownership Interest in each Credit Party’s Governing Documents, such Consolidated Subsidiary; and (B) debt (as amended, modified, or supplemented such term is construed in accordance with GAAP) of Enterprises as of the Closing Date, certified by the respective Secretary of such Credit Party;. (fviii) Favorable opinions of: (A) Mich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇q., Assistant General Counsel of the Borrower, in substantially the form of Exhibit D and as to such other matters as the Required Lenders, through the Administrative Agent, may reasonably request; and (B) Sidley & Austin, counsel to the Administrative Agent, in substantially the form of Exhibit E and as to such other matters as the Administrative Agent shall may reasonably request. (ix) A letter from The Chase Manhattan Bank, confirming that the participation obligations of each Existing Bank have received a recent certificate of status been terminated with respect to each Existing Letter of Credit. (b) The Existing Credit PartyAgreement has been (or will have been, such certificate to be issued by upon the appropriate officer first Extension of Credit and the application of the jurisdiction proceeds thereof) paid in full, the commitments thereunder terminated and all letters of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit Party, such certificates to be credit issued by the appropriate officer of the jurisdictions thereunder (other than the jurisdiction Existing Letters of organization of such Credit PartyCredit) in which its failure to be duly qualified either cash collateralized, canceled or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictions;replaced. (hc) The following statements shall be true and the Administrative Agent shall have received a certificate of insurancea duly authorized officer of the Borrower, together with dated the endorsements thereto, as are required by Section 6.7, the form Closing Date and substance of which shall be satisfactory to Agent in its Permitted Discretion;sufficient copies for each Lender stating that: (i) Agent shall have received an opinion the representations and warranties set forth in Section 7.01 of counsel, including certain local counsel in such jurisdictions as required by Agent, for this Agreement and Section 7 of the Credit Parties, each in form Cash Collateral Agreement are true and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated correct on and as of the Closing Date based as though made on the most recent completed fiscal month, and Borrower shall have opening Availability as of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due such date, held checks and overdrafts);and (kii) Agent shall have received Borrower’s Closing Date Business Plan;no event has occurred and is continuing that constitutes a Default or an Event of Default. (ld) The Borrower shall have paid all documented Lender Group Expenses incurred fees under or referenced in Section 2.02 and all expenses referenced in Section 11.04(a), in each case to the extent then due and payable. (e) All Governmental Approvals necessary in connection with the Loan Documents and the transactions evidenced by this Agreement; (m) Each Credit Party contemplated thereby shall have received all licensesbeen obtained and be in full force and effect. All third party approvals necessary or, approvals or evidence in the judgment of other actions required by any Governmental Authority the Administrative Agent, advisable in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of and the transactions contemplated thereby;thereby shall have been obtained and be in full force and effect. (nf) Agent The Lenders shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any audited consolidated financial statements of the locations where Borrower’s and its Subsidiaries’ Inventory is located, Borrower for the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received two most recent fiscal years ended prior to the Closing Date a cash equity investment on terms reasonably satisfactory as to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in such financial statements are available and (ii) unaudited financial statements of the Borrower on for each fiscal quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available. The business, assets, property and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure financial condition of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, Subsidiaries as reflected in accordance with the terms and conditions set forth herein, the form and substance of which such financial statements shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLenders.

Conditions Precedent to the Initial Extension of Credit. The obligation of the each Lender Group (or any member thereof) to make the its initial Advances (or otherwise to extend any extension of credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in and each Lender (the making of such initial extension of credit by a Lender being conclusively deemed to be its Permitted Discretionsatisfaction or waiver of the following), of each of the following conditions precedent set forth belowprecedent: (a) the Closing Date shall occur on or before February 20May 11, 20092005; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by each Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral, and Agent shall have received searches reflecting the filing of all such financing statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Canadian Guarantor Security Agreement, (ii) the Fee Letter;Canadian Guaranty, (iii) the Officers’ Certificate;Cash Management Agreements, (iv) the Intellectual Property Security Agreements;Disbursement Letter, (v) originals of the Pledged Equity and Pledged Notes;Fee Letter, (vi) the Perfection Certificate; andGuarantor Security Agreement, (vii) the Guaranty, (viii) the Intercompany Subordination Agreement, (ix) the Pay-Off LetterLetters, together with UCC termination statements and other documentation evidencing the termination by Existing Lender Lenders of its their Liens in and to the properties and assets of Borrower Borrowers and its their Subsidiaries;, (x) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (xi) the Subordination Agreement, and (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower (i) attesting to the resolutions of such Credit PartyBorrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and party, (ii) authorizing specific officers of such Credit Party Borrower to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Borrower; (e) Agent shall have received copies of each Credit PartyBorrower’s Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate from the Secretary of insuranceeach Guarantor (i) attesting to the resolutions of such Guarantor’s board of directors authorizing its execution, together with delivery, and performance of the endorsements theretoLoan Documents to which such Guarantor is a party, as are required by Section 6.7(ii) authorizing specific officers of such Guarantor to execute the same, and (iii) attesting to the form incumbency and substance signatures of which shall be satisfactory to Agent in its Permitted Discretionsuch specific officers of such Guarantor; (i) Agent shall have received an opinion copies of counseleach Guarantor’s Governing Documents, including certain local counsel as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor; (j) Agent shall have received a certificate of status with respect to each Guarantor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdictions as required by Agent, for the Credit Partiesjurisdiction; (k) Agent shall have received certificates of status with respect to each Guarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (l) [Intentionally Omitted] (m) [Intentionally Omitted] (n) Agent shall have received opinions of Borrowers’ counsel in form and substance satisfactory to Agent in its Permitted DiscretionAgent; (jo) Borrower Agent shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer of Parent) that all tax returns required to be filed by Borrowers and their Subsidiaries have been timely filed (or if not filed, extensions for such tax returns have been filed) and all taxes upon Borrowers and their Subsidiaries or their properties, assets, income, and Borrower franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (p) Borrowers shall have opening Availability of $15,000,000 the Required Liquidity after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower Borrowers on the Closing Date under this Agreement or the other Loan Documents Documents, and net of accounts payable aged in excess of 75 days from after giving effect to the invoice date or 45 days from the due date, held checks payments and overdrafts)transactions contemplated by this Agreement; (kq) Agent shall have completed its business, legal, and collateral due diligence, the results of which shall be satisfactory to Agent; (r) Agent shall have received Borrower’s completed reference checks with respect to Borrowers’ senior management, the results of which are satisfactory to Agent in its sole discretion; (s) Agent shall have received Borrowers’ Closing Date Business Plan; (lt) Borrower Borrowers shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mu) Each Credit Party Agent shall have received copies of each of the Acquisition Documents, the Management Agreements, the Employment Agreements, and the Indebtedness Documents, together with a certificate of the Secretary of Parent certifying each such document as being a true, correct, and complete copy thereof; (v) Borrowers and each of their Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrowers or their Subsidiaries of the Loan Documents Document or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (sw) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the each Lender Group (or any member thereof) to make the its initial Advances (or otherwise to extend any extension of credit provided for hereunder), is subject to the prior fulfillment, to the satisfaction of Agent in and each Lender (the making of such initial extension of credit by a Lender being conclusively deemed to be its Permitted Discretionsatisfaction or waiver of the following), of each of the following conditions precedent set forth belowprecedent: (a) the Closing Restatement Effective Date shall occur on or before February 20May 15, 2009;2019; 137020431v13 (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;a Notice of Borrowing, (ii) the Fee Disbursement Letter;, (iii) the Officers’ Certificate;Fee Letter, (iv) promissory notes evidencing all Commitments and Loans of the Intellectual Property Security AgreementsLenders, as of the Restatement Effective Date; (v) originals of the Pledged Equity and Pledged Notes;Master Reaffirmation Agreement, (vi) Trademark Security Agreement, (vii) an amended, restated and consolidated mortgage with respect to the Perfection Certificateexisting Mortgages, together with any other documentation Agent deems necessary or desirable to evidence the transfer of all Real Property Collateral owned by FP Foods to Borrower, subject to Agent’s continuing first priority Lien; and (viiviii) with respect to all Real Property Collateral owned by Borrower, or any Subsidiary thereof, on the Pay-Off LetterRestatement Effective Date: (A) a lenders’ policy of title insurance with an insured amount not less than $30,000,000, (B) construction plans and budget for all projects that Borrower or such Subsidiary expect to initiate on any Real Property Collateral, (C) an appraisal evidencing a minimum appraised value of $60,000,000, together in the aggregate, for all such Real Property Collateral, (D) a Phase I environmental site assessment report, along with UCC termination statements a reliance letter in favor of the Agent relating thereto, (E) evidence as to whether any such Real Property Collateral is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” (or a similar designation) and, if it is, evidence that Borrower or such Subsidiary has obtained, with insurance companies as are reasonably satisfactory to Agent, such flood insurance in such reasonable total amount as the Agent may reasonably require, and other documentation evidencing the termination by Existing Lender of its Liens otherwise sufficient to comply with all applicable rules and regulations relating to flood insurance, in form and substance reasonably acceptable to the properties Agent, (F) a survey with respect to Property A, (G) a zoning opinion with respect to Property A, 137020431v13 (H) an Environmental Indemnity, and (I) a legal opinion with respect to each existing Mortgage and assets of Borrower and its Subsidiariesthe documents referred to in Section 3.1(b)(vii) above, delivered by Borrower’s or such Subsidiary’s counsel in the State in which the Real Property Collateral is located, including, without limitation, Pennsylvania; (dix) [Intentionally Omitted]; (x) Joinder Agreement with respect to the Intercompany Subordination Agreement, by the Dutch Subsidiary and acknowledged by the Borrower and the Agent; (xi) Pledged Interests Addendum with respect to the Dutch Subsidiary, by the Borrower; (c) Agent shall have received a certificate from the Secretary of Borrower and each Credit other Loan Party (i) attesting to the resolutions of such Credit PartyPerson’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Person is a party and party, (ii) authorizing specific officers of such Credit Party Person to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Person; (ed) Agent shall have received copies of Borrower’s, each Credit other Loan Party’s and each of their respective Subsidiaries’ Governing Documents, as amended, modified, or supplemented as of to the Closing Restatement Effective Date, certified by the respective Secretary of such Credit PartyPerson; (fe) Agent shall have received a recent certificate of status with respect to Borrower, each Credit Partyother Loan Party and each of their respective Subsidiaries, each dated within 10 days of the Restatement Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyPerson, which certificate shall indicate that the such Credit Party Person is in good standing in such jurisdiction; (gf) Agent shall have received recent certificates of status with respect to Borrower, each Credit Partyother Loan Party and each of their respective Subsidiaries, each dated within 30 days of the Restatement Effective Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyPerson) in which its such Person’s failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Person is in good standing in such jurisdictions; (hg) Agent shall have received a certificate certificates of insurance, together with the insurance and endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be reasonably satisfactory to Agent; (h) Agent shall have received an opinion of Borrower’s counsel in its Permitted Discretionform and substance reasonably satisfactory to Agent; (i) Agent shall have received an opinion satisfactory evidence (including a certificate of counselthe chief financial officer of Borrower) that all tax returns required to be filed by Borrower and 137020431v13 its Subsidiaries have been timely filed and all taxes upon Borrower and its Subsidiaries or their properties, assets, income, and franchises (including certain local counsel (a) Real Property taxes and sales taxes, which could, individually or in the aggregate, reasonably be expected to result in a liability to Borrower or any of its Subsidiaries in excess of $10,000, and (b) payroll taxes) have been paid prior to delinquency, except such jurisdictions as required by Agent, for taxes that are the Credit Parties, each in form and substance satisfactory to Agent in its subject of a Permitted DiscretionProtest; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts); (k) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this AgreementAgreement and invoiced at least 2 Business Days prior to the Restatement Effective Date; (mk) Each Credit Party Agent shall have received a Beneficial Ownership Certification in relation to any Loan Party, or Subsidiary thereof, requested by the Agent or any Lender at least 2 Business Days prior to the Restatement Effective Date; and (l) Borrower and each of its Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower or its Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretion.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the reasonable satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20November 30, 20092000; (b) Agent shall have received a UCC Filing Authorization Letterall financing statements required by Agent, duly executed by the applicable Obligors, and Agent shall have received searches reflecting that there are no Liens on the Accounts and Inventory of Borrower and each Guarantora letter from the Parent and Borrower, together with appropriate in form satisfactory to Agent, that no financing statements on Form UCC-1have been filed against the Accounts or Inventory of Borrower since the date of the received searches; (c) Agent shall have received each of the following documents, in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Control Agreements, (ii) the Fee Disbursement Letter;, (iii) the Officers’ Certificate;Fee Letter, (iv) the Intellectual Property Canadian Security Agreements;Documents, (v) originals of the Pledged Equity and Pledged Notes;Contribution Agreement, (vi) the Perfection Certificate; andGuaranty, (vii) the Pay-Off LetterCash Management Agreements, (viii) the Guarantor Security Agreement, (ix) the Officers' Certificate, (x) the Stock Pledge Agreement, together with UCC termination statements and other documentation evidencing all certificates representing the termination by Existing Lender shares of its Liens Stock pledged thereunder (with the exception of the certificates representing the shares of Stock of eToys NV or the Canadian Obligors), as well as Stock powers with respect thereto endorsed in and to blank, (xi) the properties and assets of Borrower and its SubsidiariesTrademark Security Agreement, and (xii) the Intercompany Subordination Agreement; (d) Agent shall have received a certificate from the Secretary of each Credit Party Obligor attesting to the resolutions of such Credit Party’s Board Obligor's board of Directors directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Obligor is a party and authorizing specific officers of such Credit Party Obligor to execute the same; (e) Agent shall have received copies of each Credit Party’s Obligor's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyObligor; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyObligor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyObligor, which certificate shall indicate that such Credit Party Obligor is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit PartyObligor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyObligor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7SECTION 6.8, the form and substance of which shall be reasonably satisfactory to Agent in its Permitted DiscretionAgent; (i) Agent shall have either (i) applied the applicable Landlord Reserve or (ii) received an opinion of counselCollateral Access Agreements, including certain local counsel in such jurisdictions as required by Agentwith respect to the following locations: (A) Olympic Boulevard, for the Credit PartiesLos Angeles, each in form CA, (B) Commerce, CA, (C) Ontario, CA, (D) Greensboro, NC (two warehouses), and substance satisfactory to Agent in its Permitted Discretion(E) Danville, VA (two warehouses); (j) Agent shall have received opinions of Obligors' special counsel in form and substance reasonably satisfactory to Agent; (k) Agent shall have received a certificate of the chief financial officer of Parent that all tax returns required to be filed by Obligors have been timely filed and all taxes upon Obligors or their properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of Permitted Protests; (l) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)hereunder; (km) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrower's books and records and verification of Borrower's representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent, and (ii) an inspection of each of the locations where Inventory is located, the results of which shall be reasonably satisfactory to Agent; (n) Agent shall have received completed reference checks with respect to Obligors' senior management, the results of which are reasonably satisfactory to Agent; (o) Agent shall have received an appraisal of the Liquidation Percentage applicable to Borrower’s 's Inventory, the results of which shall be reasonably satisfactory to Agent; (p) Agent shall have received the Closing Date Business Plan; (lq) Borrower shall have paid pay all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mr) Each Credit Party Agent shall have received copies of each of the material documents governing Parent's $150,000,000 6.25% convertible subordinated notes and its Series D Preferred Stock, together with a certificate of the Secretary of Parent certifying each such document as being a true, correct, and complete copy thereof; (s) Borrower shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (nt) Agent shall have received Collateral Access Agreements a letter from each landlord or bailee of any distribution center of Brentwood Credit Corporation qualifying the collateral description language set forth in certain financing statements filed by Brentwood Credit Parties Corporation against Borrower, in form and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be substance reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (su) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances any Advance or Term Loans (or otherwise to extend any credit provided for hereunder)) on the Closing Date, is subject to the fulfillment, to the satisfaction of Agent in its Permitted Discretionand Lender, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20July 3, 20092007; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate satisfactory evidence of the filing of all financing statements on Form UCC-1in such office or offices as may be necessary, or, in the opinion of Agent desirable to perfect the security interests purported to be created by each applicable Loan Document; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Ableco Intercreditor Agreement and the Ableco Loan Agreement, (ii) the Fee Letter;, (iii) a pledge amendment with respect to the shares of capital stock of each New Loan Party, (iv) post-closing undertaking letter agreement, and (v) the Officers’ Certificate; (iv) the Intellectual Property Security Agreements; (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries;. (d) Agent shall have received a certificate from the Secretary or Assistant Secretary of each Credit Party Borrower attesting to the resolutions of such Credit PartyBorrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (e) Agent shall have received (i) copies of each Credit PartyBorrower’s Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary or Assistant Secretary of such Credit PartyBorrower or (ii) a certificate of the Secretary of such Borrower certifying that there has been no change to the Governing Documents that were delivered to the Existing Lenders on the Original Closing Date; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (i) Agent shall have received an opinion of counsel▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, including certain PC, counsel to the Loan Parties, and of local counsel to the Loan Parties in such jurisdictions as required by Agent, for the Credit PartiesAgent may reasonably request, each in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent; (j) Borrower Agent shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthan executive officer of Parent) that all tax returns required to be filed by Borrowers have been timely filed and all taxes upon Borrowers or their properties, assets, income, and Borrower franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (k) Borrowers shall have opening the Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)hereunder; (kl) Agent shall have received Borrower’s (i) Borrowers’ Closing Date Business PlanPlan (except that the Projections for the three (3) year period following the Closing Date may be delivered within thirty (30) days of the Closing Date), and (ii) a draft of the Parent’s consolidated audited financial statements for the fiscal year ended December 31, 2006, the results of which shall be satisfactory to Lender in its sole discretion; (lm) Borrower Borrowers shall have paid pay all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mn) Each Credit Party Agent shall have received copies of each Material Contract, together with a certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying each such document as being a true, correct, and complete copy thereof; (o) Borrowers shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrowers of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower Annaco Acquisition shall have received prior been consummated on terms satisfactory to Agent. Agent shall be satisfied that each of the Acquisition Documents is in full force and effect, (ii) the Acquisitions, including all of the terms and conditions thereof, shall have been duly authorized and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect, and (iii) each of the conditions precedent to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain consummation of the Annaco Acquisition as set forth in the Borrower on and after the Closing Date and Agent Annaco Acquisition Documents shall otherwise be have been satisfied or waived with the sources consent of Agent and uses for the transactions contemplated to occur on Annaco Acquisition shall have been consummated in accordance with any applicable law and the Closing Date and with the capital structure of the Borrower and its Subsidiaries;Annaco Acquisition Documents. (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be evidence satisfactory to Agent in its Permitted Discretion; (r) Agent shall have that Parent has received all Credit Card Processor agreementsgross proceeds from the Ableco Loans of at least $32,000,000 on the Closing Date; and (sr) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillmentfulfilment, to the satisfaction of Agent in its Permitted Discretionor Agents, as applicable below, of each of the conditions precedent set forth below: (a) each of the Closing Date conditions precedent set forth in this Section 3.1 shall occur have been satisfied on or before February 20, 2009the date that is 60 days after the date of the execution and delivery of this Agreement by each of the original signatories hereto (the "Conditions Precedent Deadline"); (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1search results from the Companies Registration Office in Ireland indicating that no charges have been registered against Subsidiary Borrower; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent (which, in its Permitted Discretionthe case of items (i), (ii), (iii), and (iv), shall have obtained the approval of the other Agents), duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Irish Debenture and other deeds and documents of title required to be deposited thereunder, (ii) the Fee Letter;Irish Guaranty, (iii) Irish Stock Pledge Agreement, together with all certificates representing the Officers’ Certificate;shares of Subsidiary Borrower pledged thereunder, as well as stock powers with respect thereto endorsed in blank, and (iv) the Intellectual Property Security Irish Cash Management Agreements; (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries;. (d) Agent shall have received a certificate from the Secretary of each Credit Party Subsidiary Borrower attesting to the resolutions of such Credit Party’s Subsidiary Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Irish Loan Documents to which such Credit Party Subsidiary Borrower is a party and authorizing specific officers of such Credit Party Subsidiary Borrower to execute the same; (e) Agent shall have received copies of each Credit Party’s Subsidiary Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartySubsidiary Borrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartySubsidiary Borrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartySubsidiary Borrower, which certificate shall indicate that such Credit Party Subsidiary Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates a certificate from the Secretary of status with respect each Guarantor attesting to each Credit Partythe resolutions of such Guarantor's Board of Directors authorizing its execution, such certificates to be issued by the appropriate officer delivery, and performance of the jurisdictions (other than the jurisdiction of organization Irish Loan Documents to which it is a party and authorizing specific officers of such Credit Party) in which its failure Guarantor to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictionsexecute the same; (h) Agent shall have received a certificate from the Secretary of Domestic Parent certifying that there have been no amendments, restatements, supplements, or modifications to the Governing Documents of Domestic Parent or Subsidiary Borrower since the "Closing Date" (as defined in the Domestic Loan Agreement); (i) Agent shall have received a certificate from the Secretary of Irish parent attesting to the resolutions of Irish Parent's Board of Directors authorizing its execution, delivery, and performance of the Irish Loan Documents to which Irish Parent is a party and authorizing specific officers of Irish Parent to execute same; (j) Agent shall have received copies of Irish Parent's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of Irish Parent; (k) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted Discretionwhich shall have consulted with the other Agents prior to making such determination; (il) Agent shall have received an opinion of Subsidiary Borrower's counsel, including certain local counsel and, in such jurisdictions as required by Agent's sole discretion, for the Credit PartiesAgent's foreign counsel, each in form and substance satisfactory to Agent in its Permitted Discretionwhich shall have consulted with the other Agents prior to making such determination; (jm) Borrower Agent shall have delivered received a Borrowing Base Certificatecertificate from an officer of Subsidiary Borrower certifying that (i) the execution of the Irish Debenture is not contrary to section 60 of the Companies Act, dated 1963 (as amended), (ii) the execution of the Irish Debenture is not contrary to section 31 or section 35 of the Companies Act, 1990 (as amended) and Subsidiary Borrower and UK Borrower are part of a "group" for the purposes of section 35 of the Companies Act, 1990 (as amended), and (iii) Subsidiary Borrower is, at the Closing Date based on and the most recent completed fiscal monthdate of the creation of the Irish Debenture, solvent and able to pay its debts as they fall due; (n) Agent shall have received a Notice and Consent from an officer of Domestic Parent in the form attached hereto as Exhibit 3.1(n); (o) Agent shall have received evidence in form and substance satisfactory to Agents (including a certificate of the chief financial officer of Subsidiary Borrower) that all tax returns required to be filed by Subsidiary Borrower have been timely filed and all taxes upon Subsidiary Borrower or its properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest or are set forth on Schedule 6.7; (p) Domestic Parent, Subsidiary Borrower shall and UK Borrower shall, in the aggregate, have opening Excess Availability and Qualified Cash in an amount of $15,000,000 not less than [*] after giving effect to the initial extensions of credit hereunder under the Domestic Loan Agreement, this Agreement and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other UK Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Agreement; (kq) Agents shall have completed their collateral due diligence, including a collateral audit and review of Subsidiary Borrower's books and records and verification of Subsidiary Borrower's representations and warranties concerning Collateral to the Lender Group, the results of which shall be satisfactory to the Agents; (r) Agent shall have completed its business and legal due diligence, the results of which shall be satisfactory to Agent; (s) Agent shall have received completed reference checks with respect to Subsidiary Borrower’s Closing Date Business Plan's senior management, the results of which are satisfactory to Agent in its sole discretion; (lt) Subsidiary Borrower shall have paid pay all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mu) Each Credit Party Agent shall have received copies of each of Subsidiary Borrower's material leases, financing agreements, supplier agreements, transition services agreements, and Intellectual Property licenses, together with a certificate of the Secretary of Subsidiary Borrower certifying each such document as being a true, correct, and complete copy thereof; (v) Subsidiary Borrower shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Subsidiary Borrower of the this Agreement or any other Irish Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (sw) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Subsidiary Borrower Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionLender, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20December 31, 20092000; (b) Agent Lender shall have received a UCC Filing Authorization Letterall financing statements required by Lender, duly executed by Borrower Subsidiary Borrower, and each Guarantor, together with appropriate Lender shall have received searches reflecting the filing of all such financing statements on Form UCC-1statements; (c) Agent Lender shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionLender, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;[intentionally omitted], (ii) the Fee Disbursement Letter;, (iii) the Officers’ Certificate;Cash Management Agreements, (iv) the Intellectual Property Security Agreements;Payoff Letter, (v) originals the UK Debenture, together with all certificates representing the shares of the Pledged Equity Subsidiary Borrower pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, and Pledged Notes;other deeds and documents of title required to be deposited thereunder, (vi) the Perfection Certificate; andUK Guaranty, (vii) the Pay-Off LetterUK Stock Pledge Agreement (Parent), together with UCC termination statements and other documentation evidencing all certificates representing the termination by Existing Lender shares of its Liens Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in and to blank, (viii) the properties and assets of Borrower and its SubsidiariesCanadian Security Documents, and (ix) the Security Agreement; (d) Agent [intentionally omitted]; (e) Lender shall have received a certificate from the Secretary of each Credit Party of Subsidiary Borrower and UK Holding Company attesting to the resolutions of such Credit Party’s the Board of Directors of each of Subsidiary Borrower and UK Holding Company authorizing its their respective execution, delivery, and performance of this Agreement and the other Subsidiary Loan Documents to which such Credit Party each is a party and authorizing specific officers of such Credit Party each to execute the same, and amending their respective articles of association to disapply any rights of lien, pre-emption rights, or any rights of veto on the transfer of any shares which are the subject of any security granted pursuant to any of the Loan Documents or Subsidiary Loan Documents or enforcement of such security or where the transfer is made at the direction of Lender or a receiver; (ef) Agent Lender shall have received copies of each Credit Party’s Subsidiary Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartySubsidiary Borrower; (fg) Agent Lender shall have received a recent certificate of status with respect to each Credit PartySubsidiary Borrower, dated within 30 days of the Closing Date, such certificate to be issued by the appropriate officer registrar of the jurisdiction of organization of such Credit Partycompanies, which certificate shall indicate that such Credit Party Subsidiary Borrower is in good standing in such jurisdiction; (gh) Agent Lender shall have received recent certificates of status with respect to Subsidiary Borrower, each Credit Partydated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartySubsidiary Borrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Subsidiary Borrower is in good standing in such jurisdictions; (hi) Agent Lender shall have received copies of UK Holding Company's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of UK Holding Company; (j) Lender shall have received a certificate of status with respect to UK Holding Company, dated within 30 days of the Closing Date, such certificate to be issued by the registrar of companies, which certificate shall indicate that UK Holding Company is in good standing in such jurisdiction; (k) Lender shall have received certificates of status with respect to UK Holding Company, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of UK Holding Company) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that UK Holding Company is in good standing in such jurisdictions; (l) Lender shall have received a certificate from the Secretary of each Guarantor attesting to the resolutions of such Guarantor's Board of Directors authorizing its execution, delivery, and performance of each of the Subsidiary Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (m) Lender shall have received a certificate from the Secretary of Parent certifying that there have been no amendments, restatements, supplements, or modifications to the Governing Documents of any of the Borrowers since the "Closing Date" (as defined in the Parent Loan Agreement); (n) Lender shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionLender; (io) Agent Lender shall have received an opinion such Collateral Access Agreements with respect to such of Subsidiary Borrower's facilities as Lender may require; (p) Lender shall have received opinions of Subsidiary Borrower's counsel (and, in Lender's sole discretion, Lender's foreign counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each ) in form and substance satisfactory to Agent in its Permitted DiscretionLender; (jq) Borrower Lender shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability a director of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of Subsidiary Borrower) that all fees and expenses tax returns required to be filed by Subsidiary Borrower have been timely filed and all taxes upon Subsidiary Borrower or its properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid by Borrower on prior to delinquency, except such taxes that are the Closing Date under this Agreement or the other Loan Documents and net subject of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)a Permitted Protest; (kr) Agent Lender shall have received completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Subsidiary Borrower’s Closing Date Business Plan's books and records and verification of Subsidiary Borrower's representations and warranties to Lender, the results of which shall be satisfactory to Lender, and (ii) an inspection of each of the locations where Inventory is located, the results of which shall be satisfactory to Lender; (ls) Subsidiary Borrower shall have paid pay all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mt) Each Credit Party Subsidiary Borrower shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Subsidiary Borrower of the this Agreement or any other Subsidiary Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (su) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender.

Conditions Precedent to the Initial Extension of Credit. The ------------------------------------------------------- obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20April 30, 20092001; (b) Agent shall have received a UCC Filing Authorization Letterall financing statements required by Agent, duly executed by Borrower Guarantors and each Guarantor, together with appropriate financing statements on Form UCC-1Borrowers; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Copyright Security Agreement, (ii) the Fee Disbursement Letter;, (iii) the Officers’ Certificate;Due Diligence Letter, (iv) the Intellectual Property Security Agreements; (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the ECH Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by ECH Existing Lender of its Liens in and to the properties and assets of Borrower ECH, (v) the Fee Letter, (vi) the Parent Security Agreement, (vii) the Guarantor Stock Pledge Agreement, together with all certificates, if any, representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (viii) the Guaranty, (ix) the Intercompany Subordination Agreement, (x) the Patent Security Agreement, (xi) the Post Closing Matters Agreement, (xii) the SK Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by SK Existing Lender of its SubsidiariesLiens in and to the properties and assets of SK, and (xiii) the SK Security Agreement, (xiv) the Stock Pledge Agreements, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, and (xv) the Trademark Security Agreement; (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (e) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate from the Secretary of each Guarantor attesting to the resolutions of such Guarantor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (i) Agent shall have received copies of each Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor; (j) Agent shall have received a certificate of status with respect to each Guarantor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (k) Agent shall have received certificates of status with respect to each Guarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (l) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and ----------- substance of which shall be reasonably satisfactory to Agent in its Permitted DiscretionAgent; (im) Agent shall have received an opinion opinions of counsel, including certain local Guarantors' and Borrowers' counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent; (jn) Borrower Agent shall have delivered received reasonably satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer of Parent) that all tax returns required to be filed by Borrowers have been timely filed and all taxes upon Borrowers or their properties, assets, income, and Borrower franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (o) Borrowers shall have opening the Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)hereunder; (kp) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers' books and records and verification of Borrowers' representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, and (ii) an inspection of each of the locations where Inventory is located, the results of which shall be reasonably satisfactory to Agent; (q) Agent shall have received Borrower’s completed reference checks with respect to Borrowers' senior management, the results of which are satisfactory to Agent in its sole discretion; (r) Agent shall have received an appraisal of the Net Liquidation Percentage applicable to Borrowers' Inventory, the results of which shall be reasonably satisfactory to Agent; (s) Agent shall have received Borrowers' Closing Date Business Plan; (lt) Borrower Borrowers shall have paid pay all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mu) Each Credit Party Agent shall have received a copy of the Consulting Agreement, together with a certificate of the Secretary of Parent certifying that such document is in full force and effect and that such document is a true, correct, and complete copy thereof; (v) Agent shall have received copies of each of the Acquisition Documents, together with a certificate of the Secretary of Parent certifying that each such document is in full force and effect and that such document is a true, correct, and complete copy thereof; (w) Agent shall have received evidence reasonably satisfactory to it that each of the following has occurred: (i) Parent has changed its name from S-E Educational Holdings Corp. to LearningStar Corp., (ii) the Merger has been consummated in accordance with the terms and conditions of the Acquisition Agreement (no provision of which shall have been amended or otherwise modified or waived without the prior written consent of Agent). (iii) the holders of the limited liability interests in ECH have contributed such interests to Parent in accordance with the terms and conditions of the Acquisition Agreement (no provision of which shall have been amended or otherwise modified or waived without the prior written consent of Agent), and (iv) each party to an Acquisition Document has fully performed all of the obligations to be performed by it under the Acquisition Documents on or prior to the date hereof. (x) Agent shall have received a written certification from the relevant filing service that the certificate of merger evidencing the consummation of the Merger has been filed with the Delaware Secretary of State's office; (y) Borrowers shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrowers of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (sz) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date Collateral Agent shall occur on have received and filed all financing statements required by the Collateral Agent, duly executed or before February 20otherwise authorized by Borrower or any Guarantor, 2009and Agent shall have received evidence reflecting the filing of all such financing statements; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Contribution Agreement, (ii) the Fee Letter;Flow of Funds Agreement, (iii) the Officers’ Certificate;Fee Letter, (iv) the Intellectual Property Security Agreements;Intercreditor Agreement, (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing and (vi) the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its SubsidiariesCollateral Documents; (dc) Agent shall have received a certificate from the Secretary of each Credit Party Borrower (i) attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the samesame and (ii) certifying the names and true signatures of the officers of Borrower authorized to sign each Loan Document to which Borrower is a party; (ed) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (fe) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (gf) Agent shall have received recent certificates of status with respect to Borrower, each Credit Partydated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (g) Agent shall have received a certificate from the Secretary of each Guarantor (i) attesting to the resolutions of Guarantor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which Guarantor is a party and authorizing specific officers of Guarantor to execute the same and (ii) certifying the names and true signatures of the officers of such Guarantor authorized to sign each Loan Document to which such Guarantor is a party; (h) Agent shall have received copies of each Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of Guarantor; (i) Agent shall have received a certificate of status with respect to Guarantor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Guarantor, which certificate shall indicate that Guarantor is in good standing in such jurisdiction; (j) Agent shall have received certificates of status with respect to Guarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Guarantor is in good standing in such jurisdictions; (k) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (il) Agent shall have received an opinion of counsel, including certain local the Loan Parties' counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionAgent; (jm) Agent shall have received satisfactory evidence (including a certificate of the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (n) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)hereunder; (ko) Agent shall have received Borrower’s Closing Date Business Plana calculation of the Borrowing Base after updating the two-year NYMEX Strip Price and rolling forward the production volumes of Borrower and Guarantors, in each case the results of which shall be satisfactory to Agent; (lp) Agent shall have received (i) evidence satisfactory to it that the debt and capital structure of Borrower and its Subsidiaries after giving effect to this Agreement, is consistent with the projections of Borrower and its Subsidiaries previously delivered to Agent and (ii) financial reports of Borrower and its Subsidiaries for the month ending immediately prior to the Closing Date; (q) Borrower shall have paid pay all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mr) Each Agent shall have received (i) updated land records and/or title searches and abstracts of Oil and Gas Properties of Borrower, the review of which shall be satisfactory to Agent, and (ii) updated title opinions of such Oil and Gas Properties with respect to the Hydrocarbon Interests therein of Borrower as required by Agent in its sole discretion (of which none will be required); (s) Lenders shall have received the Initial Reserve Report, which shall be satisfactory to Lenders; (t) Agent shall have received satisfactory evidence verifying all production taxes and royalty payments pertaining to each well comprising a part of the Oil and Gas Properties are current; (u) Borrower shall have entered into the Senior Notes Indenture, the terms and conditions of which are set forth in Borrower's Offering Memorandum, dated October 21, 2004, which Senior Notes Indenture shall be in compliance with all applicable laws; (v) Agent shall have received satisfactory evidence that Grey Wolf shall have consummated the Grey Wolf Credit Party Facility pursuant to the terms and conditions of the Grey Wolf Loan Documents and in compliance with all applicable laws, and no terms or provisions set forth in the Grey Wolf Loan Documents shall have been amended, waived or otherwise modified without the prior written consent of Agent; (w) Agent shall have received satisfactory evidence that Borrower shall have consummated the transactions contemplated by the Bridge Loan Documents in compliance with all applicable laws, and no terms or provisions set forth in the Bridge Loan Documents shall have been amended, waived or otherwise modified without the prior written consent of Agent; (x) no Material Adverse Change shall have occurred; (y) Agent shall have received evidence that Borrower shall have entered into Commodity Hedging Agreements with respect to its Hydrocarbon production with one or more counterparties rated investment grade by Moody's and Standard & Poor's, or the equivalent by a rating agency ▇▇▇▇▇table to Agent or with a counterparty otherwise reasonably acceptable to Agent, with the aggregate notional volumes of Hydrocarbons covered by such Commodities Hedging Agreements constituting not less than 25% and not more than 75% of the aggregate amount of Borrower's estimated Hydrocarbon production volumes on an mcf equivalent basis (where one barrel of oil is equal to six mcf of gas) for the succeeding six calendar months after the Closing Date from Oil and Gas Properties classified as Proved Developed Producing Reserves in the Initial Reserve Report plus the estimated production from anticipated drilling by Borrower or its Restricted Subsidiaries during such succeeding six months; (z) Agent shall have received fully executed copies of each of the Material Contracts, the Senior Notes Documents, the Bridge Loan Documents and the agreements, documents or instruments related to the Existing Note Redemption and the Grey Wolf Loan Documents, together with a certificate of the Chief Executive Officer of Borrower certifying each such document as being a true, correct, and complete copy thereof and that such agreements, documents or instruments remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements; (aa) Borrower shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the Capital Restructuring and the execution and delivery by Borrower and each such Credit Party Guarantor of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated by the Capital Restructuring and hereby and thereby; (nbb) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including evidence that (i) Borrower shall have deposited funds sufficient to effect a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Groupredemption or discharge, the results of which shall be reasonably on terms satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent of the results Existing Notes and shall have effected such redemption or discharge of which shall be reasonably such Existing Notes in compliance with all applicable laws and pursuant to documents satisfactory to Agent and (iiiii) to immediately upon the extent required by Agent an inspection deposit of any such funds, the trustee of the locations where Existing Notes shall have terminated, discharged, and released its Liens and mortgages on all of Borrower’s 's and its Subsidiaries’ Inventory is located' properties and assets and shall have delivered and/or authorized the filing of UCC and PPSA termination statements, discharges or release or mortgages and such other documentation evidencing such termination, discharge and release (such redemption and terminations described in clauses (i) and (ii) collectively the results of which shall be reasonably satisfactory to Agent"Existing Note Redemption"); (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (qcc) Agent shall have received Cash Management Agreements relating to evidence that the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury ManagementCollateral Agent, in accordance with for the terms benefit of Agent and conditions set forth hereinLenders, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received a perfected, first priority lien on all Credit Card Processor agreementsCollateral; and (sdd) all other documents and legal matters in connection with the transactions contemplated by this Agreement and the Capital Restructuring shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the each Lender Group (or any member thereof) to make the its initial Advances (or otherwise to extend any extension of credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in and each Lender (the making of such initial extension of credit by a Lender being conclusively deemed to be its Permitted Discretionsatisfaction or waiver of the following), of each of the following conditions precedent set forth belowprecedent: (a) the Closing Date shall occur on or before February 20May 25, 20092004; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower ▇▇▇▇▇, ▇▇▇▇▇▇ and each Guarantor, together with appropriate initial financing statements on Form UCC-1duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent's Liens in and to the Collateral, and Agent shall have received searches reflecting the filing of all such financing statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionLead Lenders, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Cash Management Agreements, (ii) the Fee Letter;Control Agreements, (iii) the Officers’ Certificate;Copyright Security Agreement, (iv) the Intellectual Property Security Agreements;Disbursement Letter, (v) originals of the Pledged Equity and Pledged Notes;Due Diligence Letter, (vi) the Perfection Certificate; andFee Letter, (vii) the Guarantor Security Agreement, (viii) the Guaranty, (ix) the Intercompany Subordination Agreement, (x) the Lender Side Letter Agreement, (xi) the Officers' Certificate, (xii) the Patent Security Agreement, (xiii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower Parent and its Subsidiaries, (xiv) the Philippines Security Documents, (xv) the Securities Pledge Agreement, together with all Pledged Notes and certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, and (xvi) the Trademark Security Agreement; (d) Agent shall have received a certificate from the Secretary of each Credit Party Newco (i) attesting to the resolutions of such Credit Party’s Newco's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Newco is a party and party, (ii) authorizing specific officers of such Credit Party Newco to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of Newco; (e) Agent shall have received copies of each Credit Party’s Newco's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary appropriate officer of such Credit Partythe jurisdiction of organization of Newco; (f) Agent shall have received a recent certificate of status with respect to Newco, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Newco, which certificate shall indicate that Newco is in good standing in such jurisdiction; (g) Agent shall have received certificates of status with respect to Newco, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of Newco) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Newco is in good standing in such jurisdictions; (h) Agent shall have received a certificate from the Secretary of Phase2 (i) attesting to the resolutions of Phase2's Board of Directors authorizing its execution, delivery, and performance of the Phase2 Assumption Agreement and the other Loan Documents to which Phase2 is a party, (ii) authorizing specific officers of Phase2 to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of Phase2; (i) Agent shall have received copies of Phase2's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the appropriate officer of the jurisdiction of organization of Phase2; (j) Agent shall have received a certificate of status with respect to Phase2, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Phase2, which certificate shall indicate that Phase2 is in good standing in such jurisdiction; (k) Agent shall have received certificates of status with respect to Phase2, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of Phase2) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Phase2 is in good standing in such jurisdictions; (l) Agent shall have received a certificate from the Secretary of each Guarantor (i) attesting to the resolutions of such Guarantor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party, (ii) authorizing specific officers of such Guarantor to execute the same and (iii) attesting to the incumbency and signatures of such specific officers of such Guarantor; (m) Agent shall have received copies of each Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the appropriate officer of the jurisdiction of organization of such Guarantor; (n) Agent shall have received a certificate of status with respect to each Credit PartyGuarantor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyGuarantor, which certificate shall indicate that such Credit Party Guarantor is in good standing in such jurisdiction; (go) Agent shall have received recent certificates of status with respect to each Credit PartyGuarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyGuarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Guarantor is in good standing in such jurisdictions; (hp) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionLead Lenders; (iq) Agent shall have received an opinion Collateral Access Agreements with respect to the following locations: (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; (iv) ▇▇▇▇ ▇. ▇▇▇▇▇▇ Street, Vermillion, SD. 57069; (v) ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇. ▇▇▇▇▇; (vi) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇. ▇▇▇▇▇; and (vii) ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Drive, Suite H, Monrovia, California; (r) Agent shall have received opinions of Newco's, Phase2's and the Guarantors' U.S. and Philippines counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionLead Lenders; (js) Lead Lenders shall have received satisfactory evidence (including a certificate of the chief financial officer of Parent) that all tax returns required to be filed by Parent and its Subsidiaries have been timely filed and all taxes upon Parent and its Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (t) Lead Lenders shall have received satisfactory evidence (including a certificate of the chief financial officer of Phase2) that all tax returns required to be filed by Phase2 and its Subsidiaries have been timely filed and all taxes ▇▇▇▇ ▇▇▇▇▇▇ and its Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (u) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Documents; (kv) Lead Lenders shall have completed their business, legal, and collateral due diligence, including (i) a collateral audit and review of Parent's, Phase2's and their respective Subsidiaries' books and records and verification of Parent's, Phase2's and their respective Subsidiaries' representations and warranties to the Lender Group, the results of which shall be satisfactory to Lead Lenders, and (ii) a review of Parent's, Phase2's and their respective Subsidiaries' material agreements, the results of which shall be satisfactory to Lead Lenders; (w) Agent shall have received Borrower’s completed reference checks with respect to Parent's and Phase2's senior management, the results of which are satisfactory to Lead Lenders in their sole discretion; (x) Agent shall have received a quality of earnings report, performed by a valuation firm selected by Agent, the results of which shall be satisfactory to Lead Lenders; (y) Agent shall have received the Closing Date Business Plan; (lz) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (maa) Each Credit Party Lenders shall have received final credit approval for the financing contemplated hereby; (bb) a pre-funding audit shall have been conducted by or on behalf of Agent, the results of which shall be satisfactory to Lead Lenders; (cc) Lead Lenders and their counsel shall have reviewed the Acquisition Documents and the Merger Documents, and shall be satisfied in all respects with the Acquisition Documents and the Merger Documents; (dd) there shall be no (i) litigation, investigation or proceeding (judicial or administrative) pending or, to the best knowledge of Parent or the Company, threatened, against ▇▇▇▇▇▇, ▇▇▇▇▇▇, or any of their respective Subsidiaries by any Governmental Authority arising out of the transactions contemplated by or effected in connection with the Acquisition Documents, the Merger Documents or the Loan Documents, (ii) injunction, writ or restraining order restraining or prohibiting the transactions contemplated by the Acquisition Documents, the Merger Documents or the consummation of the financing arrangements contemplated under the Loan Documents, or (iii) suit, action, investigation or proceeding (judicial or administrative) pending or, to the best knowledge of Parent or the Company, threatened against ▇▇▇▇▇▇, ▇▇▇▇▇▇, or any of their respective Subsidiaries which, in the opinion of Lead Lenders, could reasonably be expected to cause a Material Adverse Change; (ee) All director, stockholder, governmental and third party consents and approvals necessary in connection with each aspect of the Acquisition Transaction and the Merger shall have been obtained (without the imposition of any conditions that are not acceptable to Lead Lenders) and shall remain in effect, other than those third party consents disclosed in writing to Lead Lenders; all applicable waiting periods shall have expired without any adverse action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of Lead Lenders that restrains, prevents or imposes material adverse conditions upon any aspect of the Acquisition Transaction or the Merger; (ff) Borrower shall have remitted by wire transfer to Agent all cash (and delivered all Cash Equivalents in such manner as directed by Agent) of Borrower utilized to calculate the Required Availability; (gg) Agent shall have received Uniform Commercial Code, applicable Philippine searches, tax lien and litigation searches, the results of which shall be satisfactory to Lead Lenders; (hh) Lead Lenders and their counsel shall be satisfied with Parent's and its Subsidiaries' corporate structure following the Merger; (ii) Agent shall have received a flow of funds memo, which shall specify, among other things, the flow of funds from Lenders to the purchasers of the Phase2 Stock, the form and substance of which shall be satisfactory to Lead Lenders; (jj) Lead Lenders and their counsel have received a copy of the executed Subordinated Acquisition Note, the form and substance of which shall be satisfactory to Lead Lenders; (kk) Borrower shall have implemented an electronic reporting system satisfactory to Lead Lenders; (ll) Parent and each of its Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Parent or its Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (smm) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLead Lenders.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any initial credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted Discretionand each Lender, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20January 8, 20092003; (b) Agent shall have received a UCC the UCC/PPSA Filing Authorization Letter, Letter duly executed by Borrower each Loan Party and each Guarantor, together with appropriate Agent shall have received satisfactory evidence of the filing of all financing statements on Form UCC-1UCC-1 and all PPSA registration statements in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the security interests purported to be created by each applicable Loan Document; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted Discretionand Lenders, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Canadian Security Documents, (ii) the Fee Letter;Cash Management Agreements, (iii) the Officers’ Certificate;Contribution Agreement, (iv) the Intellectual Property Security Control Agreements;, (v) originals of the Pledged Equity and Pledged Notes;Copyright Security Agreement, (vi) the Perfection Certificate; andDisbursement Letter, (vii) the Due Diligence Letter, (viii) the Fee Letter, (ix) the German Security Documents, (x) the Intercompany Subordination Agreement; (xi) the Mortgages (other than the Mortgage to be delivered pursuant to Section 3.2(f)), (xii) the Officers' Certificate, (xiii) a Pay-Off LetterLetter from each Existing Lender, together with UCC termination statements and other documentation evidencing the termination by such Existing Lender of its Liens in and to the properties and assets of Borrower the Loan Parties, (xiv) the Patent Security Agreement, (xv) the Pledge Agreement, together with (A) all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, and its Subsidiaries(B) all promissory notes pledged thereunder, as well as allonges thereto or other appropriate transfer certificates endorsed in blank, (xvi) a pledge and security agreement, in form and substance satisfactory to Agent, duly executed by Parent, with respect to the pledge of 65% of the common stock of German Parent, and (xvii) the Trademark Security Agreement; (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower (i) attesting to the resolutions of such Credit Party’s Board Borrower's board of Directors directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the samesame and (ii) certifying the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is a party; (e) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower and, as of a recent date, by an appropriate official of the jurisdiction of organization of such Borrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (i) Agent shall have received an opinion a certificate from the chief financial officer of counsel, including certain local counsel in such jurisdictions Parent certifying as required to (i) the optional and mandatory payments and prepayments made by Agent, for the Credit Loan Parties, each and the reductions of the commitments, under the loan documents between the Loan Parties and the Existing Lenders and (ii) such other matters regarding the Indenture Documents as Agent may reasonably request; (j) Agent shall have received opinions of the following counsel to the Loan Parties in form and substance satisfactory to Agent in its Permitted Discretionand Lenders: (i) Miller, Canfield, Paddock and Stone, P.L.C.; (jii) Borrower ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (Canada); (iii) ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (Quebec); (iv) CMS ▇▇▇▇▇▇ ▇▇▇▇▇ (Germany); (v) Baker, Donelson, Bearman & ▇▇▇▇▇▇▇▇, P.C. (Tennessee); (vi) ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ LLP (Arizona); (k) Agent shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer of each Loan Party) that all tax returns required to be filed by Parent and its Subsidiaries have been timely filed and all taxes upon Parent and its Subsidiaries or their properties, assets, income, and Borrower franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of Permitted Protests; (l) Agent shall have opening received a certificate from the chief financial officer of each Loan Party certifying (i) in the case of each Borrower, as to (A) the truth and accuracy of the representations and warranties of Borrowers contained in Article 5, (B) the absence of any Defaults or Events of Default and (C) that the Senior Debt Ratio does not exceed 2.20 to 1.00 after giving effect to the incurrence of Indebtedness under this Agreement and (ii) in the case of each Loan Party, that after giving effect to the incurrence of Indebtedness under this Agreement, each Loan Party is Solvent; (m) Borrowers shall have the Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower Borrowers on the Closing Date under this Agreement or and the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Documents; (kn) Lenders shall have completed their business, legal, and collateral due diligence, including (i) a collateral audit and review of the Loan Parties' books and records and verification of the Loan Parties' representations and warranties to the Lender Group, (ii) a review of the Borrowers' business model and industry, (iii) a review of Parent's unaudited financial statements for the 12 month period ended September 30, 2002, including verification of total revenue of the Parent and its Subsidiaries of $107,000,000 and EBITDA of the Parent and its Subsidiaries of $20,100,000, in each case for the 12 month period ended on such date, (iv) a review of the Parent's projections for the Fiscal Year ending December 31, 2003, including verification of projected total revenue of the Parent and its Subsidiaries of $120,000,000 and EBITDA of the Parent and its Subsidiaries of $24,000,000, in each case for the 12 month period ended on such date, and (v) receipt and review of an "enterprise valuation" of the Parent and its Subsidiaries by a valuation firm selected by the Lenders, in each case of clauses (i) through (v), the results of which shall be satisfactory to Lenders; (o) Agent shall have received Borrower’s completed reference checks with respect to the Loan Parties' senior management, the results of which are satisfactory to Agent and Lenders in their sole discretion; (p) Agent shall have received an appraisal of the Net Liquidation Percentage applicable to the Loan Parties' Inventory and Equipment, the results of which shall be satisfactory to Agent and Lenders; (q) Agent shall have received the Closing Date Business Plan; (lr) Borrower Borrowers shall have paid all documented Lender Group Expenses incurred then due and payable in connection with the transactions evidenced by this Agreement; (ms) Each Credit Party Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral listed on Schedule 3.1(s) (the "Appraised Real Property") issued by a title insurance company satisfactory to Agent (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts satisfactory to Agent assuring Agent for the benefit of Lenders that the Mortgages on such Appraised Real Property are valid and enforceable first priority mortgage Liens on such Appraised Real Property free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance satisfactory to Agent; (t) Agent shall have received a phase-I environmental report and a real estate survey with respect to each parcel composing the Appraised Real Property; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, the consultant's or surveyor's certification with respect to such reports or surveys and the substantive information reflected in such reports or surveys shall be acceptable to Agent; (u) Agent shall have received fully executed copies of each of the Material Contracts and the Indenture Documents, together with a certificate of the Secretary of Parent certifying each such document as being a true, correct, and complete copy thereof and that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements; (v) The Loan Parties shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents Parties of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (sw) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation obligations of Lender on the Lender Group (or any member thereof) to make the initial Advances (or otherwise to extend any credit provided for hereunder)Closing Date, is are subject to the fulfillment, to the satisfaction of Agent in its Permitted Discretion▇▇▇▇▇▇, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20, 2009; (b) Agent Lender shall have received a UCC Filing Authorization Letter, duly executed by Borrower this Agreement and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) Agent shall have received each of the following documentsother Financing Documents, in form and substance satisfactory to Agent in its Permitted DiscretionLender, duly executedexecuted by each Person party thereto, and each such document shall be in full force and effect: (i) , and no Default or Event of Default shall exist as of the Disbursement Letterexecution of such documents; (iib) Lender shall have received confirmation that the Fee LetterSecurity Documents (to the extent applicable) have been registered in the applicable jurisdictions so as to result in perfected of security in all jurisdictions required by the Lender on the Closing Date; (iiic) Lender shall have received the Officers’ Certificate; (iv) Warrants on the Intellectual Property Security Agreements; (v) originals of terms described in the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off LetterTerm Sheet, together with UCC termination statements all necessary TSX and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its SubsidiariesNASDAQ approvals as required for such Warrants; (d) Agent Lender shall have received the applicable fees outlined in Section 2.03 together with any other fees contemplated by this Agreement and payable on the Closing Date; (e) Lender shall have received a certificate from the Secretary an officer of each Credit Loan Party attesting to (i) the resolutions of such Credit Loan Party’s applicable Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Financing Documents to which such Credit Party it is a party and authorizing specific officers party, (ii) the resolutions of such Credit Party Loan Party’s stockholders, shareholders or members, as applicable, to execute the same; (e) Agent shall have received copies of each Credit extent required pursuant to such Loan Party’s Governing Documents, as amended, modified, or supplemented as of the Closing Date(iii) such Loan Party’s Governing Documents, certified by the respective Secretary applicable jurisdiction of organization, and (iv) to the extent applicable in the relevant jurisdiction of incorporation, incumbency of the officers of such Credit Loan Party; (f) Agent to the extent applicable in the relevant jurisdiction of incorporation, Lender shall have received a recent certificate of status existence or good standing (or equivalent) with respect to each Credit Loan Party, such certificate to be issued by the appropriate officer dated within 10 days of the jurisdiction of organization of such Credit PartyClosing Date, which certificate shall indicate that such Credit Party is in the good standing in such jurisdictionthe applicable jurisdiction of organization; (g) Agent Lender shall have received recent certificates a legal opinion letter of status with respect ▇▇▇▇▇▇▇▇’s counsel in Canada and the United States of America, the form and substance of which shall be satisfactory to each Credit Party, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictionsLender; (h) Agent Each of the Loan Parties shall have received a certificate all licenses, approvals, consents or evidence of other actions required by any Person in connection with the execution and delivery by such Loan Party of this Agreement or any other Financing Document or with the consummation of the transactions contemplated hereby and thereby; (i) Lender shall have received one or more certificates of insurance, together with the endorsements thereto, as are required by Section 6.76.08, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (i) Agent shall have received an opinion of counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionLender; (j) Borrower No action, suit, investigation, litigation or proceeding before any arbitrator or Tribunal that could reasonably be expected to have a Material Adverse Effect if adversely determined shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement pending or the other threatened against any Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date Party or 45 days from the due date, held checks and overdrafts)any Subsidiary; (k) Agent Lender shall have received completed its business, legal, and Collateral due diligence, including receipt of the latest Board approved Budget, management and investor interviews, and customer verification, to be coordinated with the Borrower’s Closing Date Business Plan, the results of which shall be satisfactory to Lender in its sole discretion; (l) Borrower Lender shall have received all documentation and other information required with respect to the Loan Parties under applicable “know-your-customer” and anti-money laundering rules and regulation; (m) No Material Adverse Effect shall have occurred; (n) The Borrower’s Deposit Accounts with the Lender shall have been opened as required by Section 6.13; (o) No Material Adverse Change shall have occurred since the date of the Term Sheet. (p) The Loan Parties shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries;; and (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all All other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) Each Bank shall be obligated to make its initial Extension of Credit upon the initial Advances (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted Discretion, fulfillment of each of the conditions precedent set forth belowfollowing conditions: (a) the Closing Date shall occur on or before February 20, 2009; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) The Administrative Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted Discretionfollowing, duly executedexecuted by the appropriate Loan Party: (i) This Agreement; (ii) A Note for the account of each Bank that so requests; (iii) The Fee Letter; and (iv) The Subsidiary Guaranty. (b) The Administrative Agent shall have received each of the following: (i) An executed Officer’s Certificate (with a signed copy for each Bank) from each Loan Party, certifying as to such Person (A) a true and correct copy of such Person’s certificate of incorporation and all amendments as filed with the Secretary of State of such Loan Party’s state of incorporation, (B) duly adopted resolutions of the Board of Directors of such Loan Party, stating that such resolutions are true and correct, have not been altered or repealed, and each such document shall be are in full force and effect: (i) , approving the Disbursement Letter; (ii) the Fee Letter; (iii) the Officers’ Certificate; (iv) the Intellectual Property Security Agreements; (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries; (d) Agent shall have received a certificate from the Secretary of each Credit Party attesting to the resolutions of such Credit Party’s Board of Directors authorizing its execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which such Credit Loan Party is a party party, and authorizing specific the transactions contemplated herein and therein, (C) a true and correct copy of such Person’s bylaws as in effect on the date hereof, and (D) incumbency and specimen signatures of the officers of the Loan Party executing the Loan Documents to which such Credit Loan Party is a party. The Administrative Agent and the Banks may conclusively rely on such certificates until the Administrative Agent shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ii) (A) Certificates of existence, good standing and qualification to execute engage in business regarding the same;Borrower and each Loan Party issued by the Secretary of State of each jurisdiction where the Borrower or any Loan Party ‘s ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect. (iii) The signed legal opinion of Mitchell, Williams, ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.L.L.C. (with a signed copy for each Bank), dated the date hereof substantially in the form of Exhibit E, with such changes (if any) therein as shall be acceptable to the Administrative Agent and its counsel. (iv) Such other instruments and documents as the Administrative Agent may have reasonably requested, and all such instruments and documents shall be satisfactory in form and substance to the Administrative Agent. (c) The Borrower shall have paid all fees referred to in Section 5.1 to the extent due and payable, and all costs and expenses referred to in Section 14.5 (including legal fees and expenses) due and payable. (d) Except as disclosed in Schedule 3, no event shall have occurred since December 31, 2004 and no condition shall exist which has had or could reasonably be expected to have a Materially Adverse Effect. (e) The Administrative Agent shall have received copies the signed legal opinion of ▇▇▇▇▇ Mulliss & Wicker, PLLC (with a signed copy for each Credit Party’s Governing DocumentsBank), counsel for the Administrative Agent, dated the date hereof, substantially in the form of Exhibit E-2, with such changes (if any) therein as amended, modified, or supplemented as of shall be acceptable to the Closing Date, certified by the respective Secretary of such Credit Party;Administrative Agent. (f) The Administrative Agent shall have received a recent certificate of status with respect to each Credit Party, such certificate to be issued by the appropriate officer satisfactory evidence of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit Party, such certificates to be issued by the appropriate officer termination of the jurisdictions (other than the jurisdiction of organization of such Existing Revolving Credit Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (i) Agent shall have received an opinion of counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder Agreement and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts); (k) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure obligations of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretionthereunder.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any initial credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20October 31, 20092003; (b) Agent shall have received a (i) the UCC Filing Authorization Letter, duly executed by Borrower each Loan Party, (ii) a statutory lien search authorization form in respect of Canadian statutory liens against the Canadian Guarantors, (iii) satisfactory evidence of the filing of all UCC and each Guarantor, together with appropriate PPSA financing statements in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the security interests purported to be created by each applicable Loan Document, and (iv) the results of its UCC, PPSA, judgment and tax lien searches, which searches shall not have revealed any Liens on Form UCC-1the assets or properties of the Loan Parties other than Permitted Liens and Liens to be terminated on the Closing Date; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Cash Management Agreements, (ii) the Fee Letter;Control Agreements, (iii) the Officers’ Certificate;Copyright Security Agreement, (iv) the Intellectual Property Security Agreements;Disbursement Letter, (v) originals of the Pledged Equity and Pledged Notes;Due Diligence Certificate, (vi) the Perfection Certificate; andFee Letter, (vii) the Canadian Documents, together with (A) all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, and (B) all promissory notes pledged thereunder, as well as allonges thereto or other appropriate transfer certificates endorsed in blank, (viii) the Validity and Support Guaranty, (ix) the Intercompany Subordination Agreement, (x) the Mortgages, (xi) the Flow of Funds Agreement, (xii) the Patent Security Agreement, (xiii) each Pay-Off Letter, together with UCC and PPSA termination statements and other documentation evidencing the termination by Existing Lender Lenders of its their respective Liens in and to the properties and assets of Borrower Borrowers and its Subsidiariestheir Subsidiaries (or written authorization of the Existing Lenders for the Collateral Agent to file such UCC and PPSA termination statements), (xiv) the Pledge Agreement, together with (i) all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, and (ii) all promissory notes pledged thereunder, together with an allonge for each promissory note (or the written agreement of the Existing Lenders to deliver such Stock certificates and promissory notes to the Collateral Agent within one Business Day of the Closing Date, subject to such other terms and conditions as the Collateral Agent may reasonably require), (xv) the Trademark Security Agreement, (xvi) the Security Agreement; (xvii) the Contribution Agreement; and (xviii) the Intercreditor and Collateral Agency Agreement. (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (e) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated as of a date acceptable to Agent, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate from the Secretary of each Guarantor attesting to the resolutions of such Guarantor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (i) Collateral Agent shall have received copies of each Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor; (j) Collateral Agent shall have received a certificate of status with respect to each Guarantor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (k) Agent shall have received certificates of status with respect to each Guarantor, each dated as of a date acceptable to Agent, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (l) Collateral Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (m) Collateral Agent shall have received (i) Collateral Access Agreements with respect to the Leased Real Property where the Loan Parties' Eligible Equipment or books and records are maintained (other than the Florida Headquarters), except to the extent Agent has established a Rent Reserve against the Borrowing Base for such Leased Real Property location, and (ii) a Collateral Access Agreement executed by the owner of the Loan Parties' Florida Headquarters; (n) Agent shall have received an opinion opinions of counsel, including certain local Borrowers' and Guarantors' counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionAgent; (jo) Borrower Agent shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer of Parent) that all tax returns required to be filed by Borrowers and their Subsidiaries have been timely filed and all taxes upon Borrowers and their Subsidiaries or their properties, assets, income, and Borrower shall franchises (including Real Property taxes, sales taxes, payroll taxes and excise taxes) have opening Availability been paid prior to delinquency, except such taxes that are the subject of $15,000,000 a Permitted Protest or otherwise permitted to remain unpaid under Section 6.7; (p) after giving effect to (i) the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower Borrowers on the Closing Date under this Agreement or the other Loan Documents Documents, and net (ii) the extension of accounts payable aged in excess the Term Loan B and the payment of 75 days all fees and expenses required to be paid by Borrowers on the Closing Date under the Term Loan B Loan Agreement (and the other Term Loan B Loan Documents), (A) the Borrowers shall have the Required Availability and (B) the Senior Debt Ratio shall not exceed 3.5 to 1.0. (q) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers' books and records and verification of Borrowers' representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent (such audit and review to be comprised of both a prospect audit and a takeover audit, and to include, but not be limited to, customer verifications, cash testing, and machinery and equipment verification), (ii) review and satisfaction with a disaster recovery plan for IPD, and review and satisfaction with a Phase I and Phase II Environmental Assessment Study from environmental consultants acceptable to Agent for the invoice date or 45 days from Quincy, Illinois facility owned by ▇▇▇▇ ▇▇▇▇▇▇ and the due datePhiladelphia, held checks and overdrafts)Pennsylvania facility owned by Source-▇▇▇▇▇▇ Industries, Inc.; (kr) Agent shall have received Borrower’s completed reference checks with respect to Loan Parties' senior management, the results of which are satisfactory to Agent in its sole discretion; (s) Agent shall have (i) received an appraisal of the Net Liquidation Percentage applicable to Borrowers' and their Subsidiaries' Equipment, the results of which shall be satisfactory to Agent, and (ii) engaged ▇▇▇▇▇ ▇▇▇▇▇▇ and Company LLP to determine the Enterprise Value of the Loan Parties in accordance with Section 3.2(d); (t) Agent shall have received Borrowers' Closing Date Business Plan; (lu) Borrower Borrowers shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mv) Each Credit Agent shall have received (i) appraisals of the Real Property Collateral set forth in Part I of Schedule R-1 satisfactory to Agent, and (ii) mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company satisfactory to Agent (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts satisfactory to Agent assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance satisfactory to Agent (the Real Property Collateral referred to in this Section 3.1(v) is referred to herein as the "Eligible Real Property Collateral"; (w) Agent shall have received a phase-I environmental report and a real estate survey with respect to each parcel composing the Eligible Real Property Collateral; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the results thereof shall be acceptable to Agent; (x) Agent shall have received copies of each of (A) the existing collective bargaining agreements, and (B) all Material Contracts together with a certificate of the Secretary of Administrative Loan Party certifying each such document as being a true, correct, and complete copy thereof; (y) Borrowers and each of their Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrowers or their Subsidiaries of the Loan Documents Document or with the consummation of the transactions contemplated thereby; (nz) the Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center copies of the Credit Parties Term Loan B Loan Agreement and of any landlord or bailee with respect to real property located in the states of Pennsylvaniaall other Term Loan B Loan Documents, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results each of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably in form and substance satisfactory to Agent and (iii) to the extent required by Agent an inspection of any together with a certificate of the locations where Borrower’s Secretary of the Administrative Borrower certifying each such document as being a true, correct, and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agentcomplete copy thereof; (paa) Borrower Borrowers shall have received prior obtained the key man life insurance policies required pursuant to the Closing Date a cash equity investment on terms reasonably satisfactory to Section 6.8(d) and shall have furnished Collateral Agent with an "Absolute Assignment" for each such policy in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied accordance with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiariessuch Section 6.8(d); (qbb) the Agent shall have received by wire transfer of immediately available funds any Qualified Cash Management Agreements relating necessary for Borrowers to have the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, Required Availability in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretionsubsection (p) above; (rcc) Agent the Loan Parties shall have received all Credit Card Processor agreementsexecuted Agent's standard form authorizing Agent to publish a tombstone advertisement with respect to this transaction; and (sdd) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any initial credit provided for hereunder), is subject to the fulfillment, to the reasonable satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20September 30, 20092002; (b) Agent shall have received a UCC the UCC/PPSA Filing Authorization Letter, Letter duly executed by Borrower each Loan Party and each Guarantor, together with appropriate Agent shall have received satisfactory evidence of the filing of all financing statements on Form UCC-1UCC-1 and all PPSA registration statements in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the security interests purported to be created by each applicable Loan Document; (c) Agent shall have received each of the following documents, in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Canadian Guarantee, (ii) the Fee Letter;Canadian Security Agreement, (iii) the Officers’ Certificate;Cash Management Agreements, (iv) the Intellectual Property Security Agreements;Contribution Agreement, (v) originals of the Pledged Equity and Pledged Notes;Control Agreements, (vi) the Perfection Certificate; andDisbursement Letter, (vii) the Due Diligence Letter, (viii) the Fee Letter, (ix) the Guarantor Security Agreement, (x) the Guaranty, (xi) the Mortgages, (xii) the Officers' Certificate, (xiii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower the Loan Parties, (xiv) the Patent Security Agreement, (xv) the Pledge Agreement, together with (A) all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, and its Subsidiaries;(B) all promissory notes pledged thereunder, as well as allonges thereto or other appropriate transfer certificates endorsed in blank, (xvi) the Trademark Security Agreement, (xvii) the Intercompany Subordination Agreement, (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower (i) attesting to the resolutions of such Credit Party’s Board Borrower's board of Directors directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the samesame and (ii) certifying the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is a party; (e) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower and, as of a recent date, by an appropriate official of the state of organization of such Borrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate from the Secretary of each Guarantor (i) attesting to the resolutions of such Guarantor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same and (ii) certifying the names and true signatures of the officers of such Guarantor authorized to sign each Loan Document to which such Guarantor is a party; (i) Agent shall have received copies of each Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor and, as of a recent date, by an appropriate official of the state of organization of such Guarantor; (j) Agent shall have received a recent certificate of status with respect to each Guarantor, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (k) Agent shall have received recent certificates of status with respect to each Guarantor, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (l) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be reasonably satisfactory to Agent in its Permitted DiscretionAgent; (im) Agent shall have received an opinion a certificate from the chief financial officer of counsel, including certain local counsel in such jurisdictions Parent certifying as required to (i) the optional and mandatory payments and prepayments made by Agent, for the Credit Loan Parties, each and the reductions of the commitments, under the loan documents between the Loan Parties and the Existing Lender and (ii) such other matters regarding the Indenture Documents as Agent may reasonably request; (n) Agent shall have received opinions of counsel to the Loan Parties in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent; (jo) Borrower Agent shall have delivered received reasonably satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer of Parent) that all tax returns required to be filed by Parent and its Subsidiaries have been timely filed and all taxes upon Parent and its Subsidiaries or their properties, assets, income, and Borrower franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of Permitted Protests; (p) Agent shall have opening received a certificate from the chief financial officer of each Loan Party certifying (i) in the case of each Borrower, as to (A) the truth and accuracy of the representations and warranties of Borrowers contained in Article 5, (B) the absence of any Defaults or Events of Default and (C) compliance with Section 7.20(b) after giving effect to the incurrence of Indebtedness under this Agreement and (ii) in the case of each Loan Party, that after giving effect to the incurrence of Indebtedness under this Agreement, each Loan Party is Solvent; (q) Borrowers shall have the Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower Borrowers on the Closing Date under this Agreement or and the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Documents; (kr) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of the Loan Parties' books and records and verification of the Loan Parties' representations and warranties to the Lender Group, (ii) a test count of Inventory located at Iron Age's Crafton, PA location, (iii) a review of Parent's unaudited financial statements for its Fiscal Month and fiscal quarter ended July 27, 2002, and (iv) receipt and review of a "takeover audit" of Parent and its Subsidiaries; (s) Agent shall have received Borrower’s completed reference checks with respect to the Loan Parties' senior management, the results of which are satisfactory to Agent in its reasonable discretion; (t) Agent shall have received an appraisal of the Net Liquidation Percentage applicable to Borrowers' Inventory and Loan Parties' Equipment, the results of which shall be reasonably satisfactory to Agent; (u) Agent shall have received the Closing Date Business Plan; (lv) Borrower Borrowers shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mw) Each Credit Party Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral listed on Schedule 3.1(w) (the "Appraised Real Property") issued by a title insurance company reasonably satisfactory to Agent (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts reasonably satisfactory to Agent assuring Agent for the benefit of Lenders that the Mortgages on such Appraised Real Property are valid and enforceable first priority mortgage Liens on such Appraised Real Property free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent; (x) Agent shall have received a phase-I environmental report with respect to each parcel composing the Appraised Real Property; the environmental consultants retained for such reports, the scope of the reports, the consultant's certification with respect to such reports and the substantive information reflected in such reports shall be acceptable to Agent in its Permitted Discretion; (y) Agent shall have received copies of each of the Material Contracts, together with a certificate of the Secretary of the Parent certifying each such document as being a true, correct, and complete copy thereof; (z) Agent shall have received (i) fully executed copies of each of the Indenture Documents, together with a certificate of the Secretary of Parent certifying each such document as being a true, correct, and complete copy thereof and that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements and (ii) a letter agreement between Parent and Agent, pursuant to which Parent agrees to use its best efforts to repurchase its Parent Notes in a face amount separately agreed in writing between the Agent and the Administrative Borrower (subject to the conditions set forth in this Agreement); (aa) The Loan Parties shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents Parties of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (sbb) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionLender, of each of the conditions precedent set forth below: (a) the Closing Date All financing statements required by Lender, shall occur on or before February 20, 2009have been filed; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) Agent Lender shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionLender, duly executed, and each such document shall be in full force and effect: (i) the Disbursement LetterIntellectual Property Security Agreement; (ii) All Control Agreements and/or Cash Management Agreements; (iii) the Credit Card/Payment Agreement with TransFirst, Inc.; (iv) the Fee Letter; (iiiv) the Officers’ Certificate; (iv) the Intellectual Property Security Agreements; (v) originals of the Pledged Equity and Pledged Notes;Disbursement Letter, (vi) the Perfection Certificate; andCertificate of each Borrower; (vii) the Pay-Off Certificate of Officers of each Borrower; (viii) Signature Authorization; (ix) Waiver Letter; and (x) Assignment of Services Contracts and Consent of Assignor. (c) Lender shall have received evidence of delivery of all required transfer forms and/or notices to American Express, together with UCC termination statements Chase Paymentech, Discover Network and other documentation evidencing the termination by Existing Lender PayPal relating to payment of its Liens in and proceeds of Inventory sales directly to the properties and assets of Borrower and its SubsidiariesConcentration Account; (d) Agent Lender shall have received evidence that any and all of Borrower’s deposit accounts with Bank of the West have been closed and terminated; (e) Lender shall have received Collateral Access Agreements with respect to any of the leased Borrower’s distribution center locations; (f) Lender shall have received Bailee Acknowledgments with respect to any of the Borrower’s third party warehouse locations; (g) Lender shall have received a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit PartyBorrower’s Board board of Directors directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (eh) Agent Lender shall have received copies of each Credit PartyBorrower’s Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (fi) Agent Lender shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (gj) Agent Lender shall have received recent certificates of status with respect to Borrower, each Credit Partydated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (hk) Agent Lender shall have received a certificate certificates of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionLender; (il) Agent Lender shall have received an opinion opinions of counsel, including certain local Borrower’s counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionLender; (jm) Borrower Lender shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability chief financial officer of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of Parent) that all fees and expenses tax returns required to be paid filed by Borrower on have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the Closing Date under this Agreement or the other Loan Documents and net subject of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Permitted Protests; (kn) Agent Lender shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrower’s books and records and verification of Borrower’s representations and warranties to the Lender, the results of which shall be satisfactory to Lender, and (ii) an inspection of each of the locations where Inventory is located, the results of which shall be satisfactory to Lender; (o) Lender shall have received completed reference checks with respect to Borrower’s management and the holders of any Stock of the Borrower, the results of which are satisfactory to Lender in its sole discretion; (p) Lender shall have received an appraisal of the Net Retail Liquidation Value and Net Liquidation Percentage applicable to Borrower’s Inventory, the results of which shall be satisfactory to Lender; (q) Lender shall have received the Closing Date Business Plan; (lr) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (ms) Each Credit Party Lender shall have received copies of each of the Service Contracts, together with a certificate of the Secretary of the applicable Borrower certifying each such document as being a true, correct, and complete copy thereof; (t) Borrower shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (su) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender; and (v) Lender shall have received, reviewed and approved Borrower’s plan to resolve pending litigation regarding the authenticity of Inventory bearing the “Cartier” trade name and trademark.

Conditions Precedent to the Initial Extension of Credit. The obligation of the each Lender Group (or any member thereof) to make the its initial Advances (or otherwise extension of credit hereunder shall be deemed to extend any credit provided for hereunder), is subject to be effective upon the fulfillment, to the satisfaction of Agent in and each Lender (the making of such initial extension of credit by a Lender being conclusively deemed to be its Permitted Discretionsatisfaction or waiver of the following), of each of the following conditions precedent set forth belowprecedent: (a) the Closing Date shall occur on or before February 20, 2009; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letterthis Agreement; (ii) the Fee LetterClosing Certificates; (iii) the Officers’ CertificateSale and Servicing Agreement; (iv) the Intellectual Property Security Agreements;Collateral Custodian Agreement; and (v) originals of the Pledged Equity and Pledged Noteseach other Loan Document. (b) [reserved]; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries; (d) Agent shall have received a certificate from the Secretary of each Credit Party attesting to the resolutions of such Credit Party’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party is a party and authorizing specific officers of such Credit Party to execute the same; (ec) Agent shall have received copies of each Credit PartyBorrower’s and HTGC’s Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary or Assistant Secretary of such Credit PartyPerson or the Manager of such Person, as applicable; (fd) Agent shall have received certificates of status of a recent certificate of status date with respect to each Credit Party, such certificate to be Borrower and HTGC issued by the appropriate officer of the jurisdiction of organization of such Credit PartyPerson, which certificate shall indicate that such Credit Party Person is in good standing in such jurisdiction; (ge) Agent shall have received recent certificates of status of a recent date with respect to each Credit Party, such certificates to be Borrower and HTGC issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyPerson) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Person is in good standing in such jurisdictions; (hf) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent; (g) Agent shall have received a certificate from the chief financial officer or chief executive officer of Borrower, certifying (i) as to the truth and accuracy in its Permitted Discretionall material respects of the representations and warranties of Borrower contained in Section 5 of this Agreement (other than those representations and warranties already qualified by “Material Adverse Change” or a similar materiality qualifier, in which cash such certification shall certify as to the truth and accuracy in all respect of the representations and warranties of Borrower contained in Section 5 of this Agreement), (ii) the absence of any Defaults or Events of Default, and (iii) that after giving effect to the incurrence of Indebtedness under this Agreement and the other transactions contemplated by this Agreement, both HTGC and Borrower are Solvent; (h) Agent shall have completed any business, legal, and collateral due diligence requested by it, including a review of the legal structure of Borrower, HTGC and their Affiliates, a collateral audit and review of the books and records of Borrower and HTGC and any of their Affiliates with business operations similar to those of Borrower, a review of their collateral valuation methods, verification of each of such Person’s representations and warranties to the Lender Group, and verification of third-party service providers, in each case, the results of which shall be satisfactory to Agent; (i) Agent shall have received an opinion of counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of pay all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts); (k) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (j) with respect to each Eligible Note Receivable as of the making of the initial Advance, Agent or the Collateral Custodian shall be in possession of all of the Required Asset Documents; (k) Agent shall have received and approved Borrower’s Required Procedures, which Borrower’s Required Procedures shall be consistent with those previously represented to Agent and shall be acceptable to Agent in its sole discretion; (l) Agent shall have received evidence satisfactory to Agent either that any Person having a Lien (except for Permitted Liens, if any) with respect to the assets of Borrower shall have released such Lien or that such Lien shall be automatically terminated upon the funding of the Advances to be made on the Closing Date; (m) Each Credit Party Borrower and HTGC shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower or HTGC of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent Agent’s counsel shall have received Collateral Access Agreements from each landlord or bailee of and reviewed all standard documentation evidencing, governing, securing and guaranteeing Note Receivables, and been satisfied such documentation provides Borrower and Agent with appropriate rights and remedies to enforce any distribution center of the Credit Parties and of any landlord or bailee necessary collection actions with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texassuch Note Receivables; (o) the Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties received evidence satisfactory to it that Borrower has appointed an Independent Manager who is acceptable to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and in its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agentreasonable discretion; (p) Borrower there shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments, pending or threatened in an amount not less than $20,000,000 from Sponsor any court or a Sponsor Affiliate which cash equity investment shall remain before any arbitrator or Governmental Authority that, in the Borrower on and after reasonable discretion of the Closing Date and Agent shall otherwise be satisfied with Agent, singly or in the sources and uses for aggregate, materially impairs any of the transactions contemplated by the Loan Documents or that would reasonably be expected to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiariesresult in a Material Adverse Change; (q) the Agent and counsel to Agent shall have received Cash Management Agreements relating executed copies of the written opinions of Dechert LLP, counsel for Borrower and HTGC, as to such matters (including, without limitation, the Concentration Account maintained by each Credit Party with true sale of sold Note Receivables under the Sale and Servicing Agreement and the Note Receivables Purchase Agreement, bankruptcy remote nature of Borrower and covered fund matters under the ▇▇▇▇▇▇▇ Fargo Treasury ManagementRule) as the Agent may reasonably request, dated as of the Closing Date and otherwise in accordance with the terms and conditions set forth herein, the form and substance of which shall be reasonably satisfactory to the Agent in its Permitted Discretion;(and Borrower hereby instructs, and HTGC shall instruct, such counsel to deliver such opinions to Agent and Lenders). (r) in order to create in favor of Agent, for the benefit of the Lender Group, a valid, perfected first priority security interest in the Collateral, Borrower shall deliver: (i) evidence satisfactory to the Agent of the compliance by Borrower of its obligations under Section 4 of this Agreement and any other collateral documents to which Borrower is a party the other (including, without limitation, its obligations to authorize or execute, as the case may be, and deliver Code financing statements, originals of securities, instruments and chattel paper); (ii) the results of a recent search, by a Person satisfactory to Agent, of all effective Code financing statements (or equivalent filings) made with respect to any personal or mixed property of Borrower and HTGC in the jurisdictions specified by Agent, together with copies of all such filings disclosed by such search, and Code termination statements (or similar documents) duly authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective Code financing statements (or equivalent filings) disclosed in such search and required by the Agent to be terminated; (s) evidence that Borrower and HTGC shall have received each taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably requested by the Agent, for the benefit of the Lender Group, prior to the Closing Date; (t) all outstanding amounts under the Existing Credit Card Processor agreementsFacility shall have been repaid, the Existing Credit Facility shall have been terminated and all Liens thereunder shall have been terminated; and (su) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionLender, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 2023, 20092001; (b) Agent Lender shall have received a UCC Filing Authorization Letterall financing statements required by Lender, duly executed by Borrower Borrower, and each Guarantor, together with appropriate Lender shall have received searches reflecting the filing of all such financing statements on Form UCC-1statements; (c) Agent Lender shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionLender, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Fee Letter;, (ii) the Fee Letter;Mortgages, (iii) the Officers’ Certificate;Subordination of Mortgage, (iv) the Intellectual Property Security Agreements;Survey Affidavit/Indemnification, (v) originals of the Pledged Equity and Pledged Notes;Officers' Certificate, (vi) the Perfection Certificate; andTrademark Security Agreement, (vii) the Pay-Off LetterDiamond Jo Ship Mortgage, (viii) the Subordination of Pr▇▇▇▇▇▇▇ ▇▇eet Mortgage, together with UCC termination statements and other documentation evidencing and (ix) the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries;Intercreditor Agreement. (d) Agent Lender shall have received a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit Party’s Board of Directors Borrower's Manager authorizing its the execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (e) Agent Lender shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent Lender shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent Lender shall have received recent certificates of status with respect to Borrower, each Credit Partydated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent Lender shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionLender; (i) Agent Lender shall have received an opinion of Borrower's counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent Lender in its Permitted Discretion, such opinion to include an opinion as to the due issuance and valid existence of Borrower's Gaming Licenses; (j) Borrower Lender shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability chief financial officer of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of Borrower) that all fees and expenses tax returns required to be paid filed by Borrower on have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the Closing Date under this Agreement or the other Loan Documents and net subject of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)a Permitted Protest; (k) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam collateral audit and review of Borrower’s and its Subsidiaries 's books and records and verification of Borrower’s 's representations and warranties to the Lender GroupLender, the results of which shall be reasonably satisfactory to AgentLender, and (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any each of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to AgentLender; (pl) Borrower Lender shall have received prior completed reference checks with respect to Borrower's senior management, the Closing Date a cash equity investment on terms reasonably results of which are satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent Lender in its Permitted Discretion; (m) Lender shall have received from an independent third party professional selected by Lender, an evaluation of the enterprise value of Borrower's Ice Harbor Facility, the results of which shall be satisfactory to Lender; (n) Lender shall have received Borrower's Closing Date Business Plan; (o) Borrower shall pay all Lender Expenses incurred in connection with the transactions evidenced by this Agreement; (p) Lender shall have received mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Lender (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts reasonably satisfactory to Lender assuring Lender that, after giving effect to the Intercreditor Agreement, the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Lender; (q) Lender shall have received copies of each of the following documents, together with a certificate of the Secretary of Borrower certifying each such document as being a true, correct, and complete copy thereof: (i) the Senior Note Documents, (ii) the Operating Agreement, (iii) the Lease, (iv) the Ice Harbor Parking Agreement, (v) the Consulting Agreements, and (vi) the Certificate of Designation; (r) Agent Borrower shall have received all Credit Card Processor agreements; andlicenses, approvals or evidence of other actions required by any Governmental Authority, including the Gaming Commission, in connection with the execution and delivery by Borrower of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; (s) the Diamond Jo Ship Mortgage shall have been recorded in the applicable ▇▇▇▇▇▇ ▇ffice of the United States Coast Guard and such other governmental agency as shall be necessary, and Lender shall have received confirmation, satisfactory to Lender, of such recordation; (t) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender; and (u) Borrower shall have the Required Availability after giving effect to the initial extensions of credit hereunder.

Conditions Precedent to the Initial Extension of Credit. The obligation of the each Lender Group (or any member thereof) to make the its initial Advances (or otherwise to extend any extension of credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in and each Lender (the making of such initial extension of credit by a Lender being conclusively deemed to be its Permitted Discretionsatisfaction or waiver of the following), of each of the following conditions precedent set forth belowprecedent: (a) the Closing Date shall occur on or before February 20April 30, 20092004; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each GuarantorBorrower, together with appropriate financing statements on Form UCC-1duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent's Liens in and to the Collateral; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Cash Management Agreements, (ii) the Fee Letter;Control Agreements, (iii) the Officers’ Certificate;Intellectual Property Security Agreement, (iv) the Intellectual Property Security Agreements;Disbursement Letter, (v) originals of the Pledged Equity and Pledged Notes;Fee Letter, (vi) the Perfection Certificate; andIntercompany Subordination Agreement, (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower Borrowers and its their Subsidiaries;, (viii) the Stock Pledge Agreement, together with all certificates representing the shares of domestic Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, and (ix) the Events of Default Letter Agreement. (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower (i) attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and party, (ii) authorizing specific officers of such Credit Party Borrower to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Borrower; (e) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (i) Agent shall have received an opinion opinions of counsel, including certain local Borrowers' and Guarantors' counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionAgent; (j) Borrower Agent shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer of Parent) that all tax returns required to be filed by Borrowers and their Subsidiaries have been timely filed and all taxes upon Borrowers and their Subsidiaries or their properties, assets, income, and Borrower franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (k) Borrowers shall have opening Excess Availability of at least $15,000,000 10,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower Borrowers on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Documents; (kl) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers' and their Subsidiaries' books and records and verification of Borrowers' representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent, and (ii) an inspection of each of the locations where Borrowers' and their Subsidiaries' Inventory is located, the results of which shall be satisfactory to Agent; (m) Agent shall have received Borrower’s completed background and reference checks with respect to Borrowers' senior management, the results of which are satisfactory to Agent in its sole discretion; (n) Agent shall have received Borrowers' Closing Date Business PlanPlan and Agent shall be satisfied with the form and content of same; (lo) Borrower Borrowers shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mp) Each Credit Party Borrowers and each of their Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrowers or their Subsidiaries of the Loan Documents Document or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating Uniform Commercial Code, tax lien, and litigation searches with respect to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms Borrower and conditions set forth hereinGuarantor, the form and substance results of which shall are to be satisfactory to Agent in its Permitted DiscretionAgent; (r) Agent shall have received and reviewed copies of all Credit Card Processor of Borrowers' material agreements, with the results of such review to be satisfactory to Agent; (s) Agent shall have completed its review of the pending investigations of Borrowers by the U.S. District Attorney and the SEC, with the results of such review to be satisfactory to Agent; (t) Agent shall have completed its review of all pending litigation against Borrowers, with the results of such results of such review to be satisfactory to Agent; (u) Agent shall have received final credit approval for the transactions; and (sv) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted Discretion, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20August 17, 20092007; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral, and Agent shall have received searches reflecting the filing of all such financing statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted Discretion, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter; (ii) the Fee LetterCompliance Certificate; (iii) the Officers’ CertificateFee Letter; (iv) the Intellectual Property Security AgreementsPost-Closing Agreement; (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection CertificateIntercreditor Agreement; and (viii) the Pay-Off LetterPledge and Security Agreement, together with UCC termination each of the following, except in each case as set forth in the Post Closing Agreement: (A) evidence reasonably satisfactory to the Agent that, upon the filing and recording of instruments delivered on or before the Closing Date, the Agent, for the benefit of the Secured Parties (as defined in the Pledge and Security Agreement) shall have a valid and perfected security interest (having the priority set forth in the Intercreditor Agreement) in the Collateral, including (x) the filing of financing statements under the Code (y) copies of search reports as of a recent date listing all effective financing statements that name any Credit Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder and (z) such other such documents duly executed by each Credit Party as the Agent may reasonably request with respect to the perfection of its security interests in the Collateral (including patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other documentation evidencing applicable documents under the termination by Existing Lender laws of its Liens in and any jurisdiction with respect to the properties perfection of Liens created by the Pledge and assets Security Agreement); (B) to the extent delivered to the Term Agent in connection with the Term Loan Agreement on the Closing Date or within such other time period as provided therein, copies of all certificates, instruments and other documents representing all Pledged Stock being pledged to the Term Agent and copies stock powers for such certificates, instruments and other documents executed in blank; (C) all Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and the applicable Credit Party; and (D) all Securities Account Control Agreements, duly executed by the applicable Credit Party and (1) all “securities intermediaries” (as defined in the Code) with respect to all Securities Accounts (as defined in the Code) and securities entitlements of the Borrower and its Subsidiarieseach Guarantor and (2) all “commodities intermediaries” (as defined in the UCC) with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor; (d) Mortgages for all of the Real Property of the Credit Parties (except as may be agreed to by the Agent) identified on Schedule 3.1(d), together with all Mortgage Supporting Documents relating thereto; (e) Agent shall have received a certificate from the Secretary of each Credit Party attesting to the resolutions of such Credit Party’s Board of Directors (after giving effect to the Merger) authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party is a party and authorizing specific officers of such Credit Party to execute the same; (e) Agent shall have received copies of each Credit Party’s Governing Documents, as amended, modified, or supplemented as of the Closing Date, certified by the respective Secretary of such Credit Party; (f) Agent shall have received a recent certificate of status with respect to each Credit Party, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit Party, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (ig) Agent shall have received an opinion opinions of counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (jh) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening the Required Closing Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Documents; (k) Agent shall have received Borrower’s Closing Date Business Plan; (li) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; provided that Agent shall have given notice to Borrower at least two days prior to the Closing Date with respect thereto; (mj) Each each Credit Party shall have received all licenses, approvals or evidence of other actions required by any material Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby, and all applicable governmental filings have been made and all applicable waiting periods shall have expired without, in either case, any action being taken by any competent authority, all applicable appeal periods shall have expired and there shall be no action by any Governmental Authority that would reasonably be expected to restrain, prevent or impose burdensome conditions on such Transactions; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (sk) all other documents and legal matters required in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretion.; (l) Agent shall have received the Borrower's Closing Date Business Plan; (m) the representations and warranties contained in Article V shall be true and complete in all material respects; (n) there shall not have occurred any Material Adverse Effect, as such term is defined in the Merger Agreement, since May 22, 2007; (o) The Merger and related Transactions shall have been consummated or shall be consummated simultaneously with or immediately following the Closing Date without any waiver, amendment or modification of, or condition set forth in, the Transaction Documents except (i) with the prior written consent, not to be unreasonably withheld, of the Agent or (ii) for waivers, amendments or modifications that do not, individually or in the aggregate, materially and adversely affect the interests of the Lenders; (p) The Lenders shall have received from each of the Borrower and the Target (for purposes of this subparagraph (o), each an “Applicable Party”) a consolidated balance sheet as of the end of the most recently ended fiscal quarter (for which quarter such Applicable Party has publicly filed financial information with the Securities and Exchange Commission) and related statements of income and cash flows of such Applicable Party and its subsidiaries for the most recently ended fiscal year and the interim period thereafter (for which year and interim period such Applicable Party has publicly filed financial information with the Securities and Exchange Commission) and the trailing four quarters ended on the last day of such interim period (such statements to present, (x) in the case of the Target and its subsidiaries, their actual financial position and (y) in the case of the Borrower and its Subsidiaries, their pro forma financial position after giving effect to each of the Transactions), together with a certificate of the chief financial officer of such Applicable Party to the effect that such statements accurately present such actual or pro forma financial position, as applicable, of such Applicable Party and its subsidiaries in accordance with GAAP and Regulation S-X.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20December 24, 20092002; (b) Agent shall have received a UCC Filing Authorization Letterall financing statements required by Agent, duly executed authorized by Borrower the applicable Borrowers, and each Guarantor, together with appropriate Agent shall have received searches reflecting the filing of all such financing statements on Form UCC-1statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Charge Over Shares, (ii) the Fee Letter;Copyright Security Agreement, (iii) the Officers’ Certificate;Debenture, (iv) the Intellectual Property Security Agreements;Disbursement Letter, (v) originals of the Pledged Equity and Pledged Notes;Due Diligence Letter, (vi) the Perfection Certificate; andFee Letter, (vii) the Intercompany Subordination Agreement, (viii) the Officers’ Certificate, (ix) the Patent Security Agreement, (x) the Pay-Off Letter, together with UCC Uniform Commercial Code termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower Borrowers, and (xi) the Securities Pledge Agreement, together with all Pledged Notes and its Subsidiariesall certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (xii) the Trademark Security Agreement; (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower (i) attesting to the resolutions of such Credit PartyBorrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the samesame and (ii) certifying the names and true signatures of the officers of such Borrower authorized to sign each such Loan Document; (e) Agent shall have received copies of each Credit PartyBorrower’s Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall shall, in the case of the UK Borrower, indicate that such Credit Party Borrower is a limited company duly incorporated and existing under the laws of England and Wales, and in the case of all other Borrowers, indicate that such Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed (or, as the case may be, duly incorporated and existing) would constitute a Material Adverse Change, which certificates shall shall, in the case of the UK Borrower, indicate that such Credit Party Borrower is a limited company duly incorporated and existing under the laws of England and Wales, and in the case of all other Borrowers, indicate that such Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (i) Agent shall have received an opinion Collateral Access Agreements with respect to the following locations (all locations where Books and Records are maintained): (1) 4▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (2) Peninsula Plaza, 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇; and (3) 2▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (j) Agent shall have received opinions of counsel, including certain local Borrowers’ counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionAgent; (jk) Borrower Agent shall have delivered received satisfactory evidence (including a Borrowing Base Certificate, dated as certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer or chief executive officer of Parent) that all tax returns required to be filed by Borrowers have been timely filed and all taxes upon Borrowers or their properties, assets, income, and Borrower franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (l) Borrowers shall have opening the Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)hereunder; (km) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers’ books and records and verification of Borrowers’ representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent and (ii) a review of all material agreements of Borrowers, the results of which shall be satisfactory to Agent; (n) Agent shall have received Borrowercompleted reference checks with respect to Borrowers’ senior management, the results of which are satisfactory to Agent in its sole discretion; (o) Agent shall have received an appraisal of Borrowers’ Recurring Maintenance Revenues, the results of which shall be satisfactory to Agent; (p) Agent’s senior credit committee shall have approved the financing contemplated hereby and by the other Loan Documents; (q) Agent shall have received Borrowers’ Closing Date Business Plan; (lr) Borrower Borrowers shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (ms) Each Credit Party Agent shall have conducted Uniform Commercial Code, tax lien and litigation searches, the results of which shall be satisfactory to Agent; (t) The Initial Term Loan Amount shall equal or exceed $6,000,000; (u) Agent shall have received evidence that all Liens created by the UK Borrower, other than Permitted Liens, have been discharged and shall have received an acknowledgement copy of the filings of such discharge at the UK Companies Registry, in each case satisfactory to Agent; (v) Agent shall have received evidence satisfactory to Agent that the UK Borrower has notified all Account Debtors with whom the UK Borrower has an agreement or contract that results in Recurring Maintenance Revenues and as to which amounts are outstanding as of the Closing Date, such notice (i) to contain language to the effect that the UK Borrower has granted a security interest in such Account Debtor’s Accounts to Agent and Lenders pursuant to this Agreement and (ii) to be in form and substance satisfactory to Agent; (w) Agent shall be satisfied that each Inactive Subsidiary shall have duly assigned all of its interest in Intellectual Property Rights to Parent; (x) Agent shall be satisfied that the $8,200,000 settlement with respect to the Parent’s stockholders’ derivative suit will be funded solely by Parent’s insurance providers; (y) Borrowers shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrowers of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (sz) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20November 19, 20092002; (b) Agent shall have received a UCC Filing Authorization Letterall financing statements required by Agent, duly executed authorized by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1or its Subsidiaries; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Borrower Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder previously pledged to the Existing Lender, as well as Stock powers with respect thereto endorsed in blank, (ii) the Fee Letter;Cash Management Agreements, (iii) the Officers’ Certificate;Control Agreements, (iv) the Intellectual Property Copyright Security Agreements;, (v) originals of the Pledged Equity and Pledged Notes;Disbursement Letter, (vi) the Perfection Certificate; andDue Diligence Letter, (vii) the Fee Letter, (viii) the Guarantor Security Agreement, (ix) the Guarantor Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder and previously pledged to the Existing Lender, as well as Stock powers with respect thereto endorsed in blank, (x) the Guaranty, (xi) the Intercompany Note, (xii) the Intercompany Subordination Agreement, (xiii) the Officers’ Certificate, (xiv) the Patent Security Agreements, (xv) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, and (xvi) the Trademark Security Agreements; (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit PartyBorrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (e) Agent shall have received copies of each Credit PartyBorrower’s Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to Borrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Borrower, which certificate shall indicate that Borrower is in good standing in such jurisdiction; (g) Agent shall have received certificates of status with respect to Borrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of Borrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate from the Secretary of each Guarantor attesting to the resolutions of such Guarantor’s Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (i) Agent shall have received copies of each Guarantor’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor; (j) Agent shall have received a certificate of status with respect to each Credit PartyGuarantor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyGuarantor, which certificate shall indicate that such Credit Party Guarantor is in good standing in such jurisdiction; (gk) Agent shall have received recent certificates of status with respect to each Credit PartyGuarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyGuarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Guarantor is in good standing in such jurisdictions; (hl) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (im) Agent shall have received an opinion of counsel, including certain local Borrower’s and Guarantors’ counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionAgent; (jn) Agent shall have received satisfactory evidence (including a certificate of the chief financial officer of Borrower) that all tax returns required to be filed by Borrower and its Subsidiaries have been timely filed and all taxes upon Borrower and its Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (o) Borrower and its Subsidiaries shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Documents; (kp) Agent shall have completed its business, legal, and collateral due diligence, including a collateral audit and review of Borrower’s and its Subsidiaries books and records, a verification of Borrower’s and its Subsidiaries’ cash balances, Accounts, accounts payable, and taxes, and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent; (q) Agent shall have received bank statements with respect to substantially all cash and Cash Equivalents of Borrower’s Subsidiaries other than the Guarantors, and Agent shall have verified, based on such bank statements, that as of the Closing Date such Subsidiaries have unrestricted cash and Cash Equivalents in an amount which is satisfactory to Agent in its discretion, (r) Agent shall have received completed reference checks with respect to Borrower’s senior management, the results of which are satisfactory to Agent in its sole discretion; (s) Agent shall have received the Closing Date Enterprise Valuation, the results of which shall be satisfactory to Agent; (t) Agent shall have received Borrower’s Closing Date Business Plan; (lu) Agent shall have received Borrower’s and its Subsidiaries October 31, 2002 profit and loss statement and calculation of EBITDA, all prepared on a basis consistent with Borrower’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions; (v) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mw) Each Credit Party Agent shall have received copies of each of the AES Documents, the Dassault Documents, the GE Transactional Documents, the Indenture Documents, the FTC Order, the Australia Acquisition Documents, the Japan Acquisition Documents, and the Korea Acquisition Documents, together with a certificate of the Secretary of Borrower certifying each such document as being a true, correct, and complete copy thereof; (x) Borrower and each of that Guarantors shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower or the Guarantors of the Loan Documents Document or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (sy) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the each Lender Group (or any member thereof) to make the initial Advances Initial Extension of Credit shall not become effective until the date on which each of the following conditions, and each of the conditions set forth in Section 3.02, is satisfied (or otherwise waived in accordance with Section 11.02); provided that each of the conditions set forth in this Section 3.01 shall be satisfied or waived no later than the Initial Credit Event Date. (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to extend any the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Lead Arranger and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to that certain fee letter dated March 21, 2002, executed and delivered with respect to the credit facility provided for hereunder)herein, is subject shall have received all fees required to be paid by the fulfillmentInitial Credit Event Date, to and all expenses for which invoices have been presented on or before the satisfaction Initial Credit Event Date. (c) The Administrative Agent shall have received certified copies of Agent in its Permitted Discretion, the resolutions of the Board of Directors of each of the conditions precedent set forth below:Guarantor and the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (ad) the Closing Date shall occur on or before February 20, 2009; (b) The Administrative Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) Agent shall have received from each of the following documentsBorrower and the Guarantor, to the extent generally available in form and substance satisfactory to Agent in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its Permitted Discretionincorporation, duly executeddated reasonably near the Initial Credit Event Date, (i) listing the charters of the Borrower or the Guarantor, as the case may be, and each amendment thereto on file in such document shall be office and certifying that such amendments are the only amendments to the Borrower's or the Guarantor's charter, as the case may be, on file in full force such office, and effect:(ii) stating that the Borrower, or the Guarantor, as the case may be, is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation. (i) the Disbursement Letter; (ii) the Fee Letter; (iii) the Officers’ Certificate; (iv) the Intellectual Property Security Agreements; (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries; (d) The Administrative Agent shall have received a certificate from the Secretary or certificates of each Credit Party attesting to the resolutions of such Credit Party’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party is a party and authorizing specific officers of such Credit Party to execute the same; (e) Agent shall have received copies of each Credit Party’s Governing Documents, as amended, modified, or supplemented as of the Closing Date, certified by the respective Secretary of such Credit Party; (f) Agent shall have received a recent certificate of status with respect to each Credit Party, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit Party, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (i) Agent shall have received an opinion of counsel, including certain local counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts); (k) Agent shall have received Borrower’s Closing Date Business Plan; (l) Borrower shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (m) Each Credit Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained Guarantor, signed on behalf of the Borrower and the Guarantor respectively, by each Credit Party with ▇▇▇▇▇ Fargo Treasury Managementa the Secretary, in accordance with the terms and conditions set forth hereinan Assistant Secretary or a Responsible Officer thereof, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretion.dated

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the reasonable satisfaction of Agent in its Permitted DiscretionLender, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20November 26, 20092003; (b) Agent Lender shall have filed all financing statements required by Lender, duly authorized by Borrower, and Lender shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate searches reflecting the filing of all such financing statements on Form UCC-1statements; (c) Agent Lender shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionLender, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Trademark Security Agreement, (ii) the Fee Letter;BOA Repurchase Agreement, (iii) the Officers’ Certificate;Disbursement Letter, (iv) the Intellectual Property Security Agreements; (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower Borrower, (v) the Perfection Certificate, (vi) the Due Diligence Letter, and (vii) a Compliance Certificate dated as of the Closing Date and its Subsidiariessatisfying the conditions of Section 6.3(a)(iii); (d) Agent On the Closing Date, Borrower shall have an Excess Availability of at least $2,000,000 after giving effect to the initial extensions of credit hereunder; (e) Lender shall have received a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (ef) Agent Lender shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (fg) Agent Lender shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (gh) Agent Lender shall have received recent certificates of status with respect to Borrower, each Credit Partydated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions, provided, that such certificate for the State of New Jersey may indicate that annual reports for the years 2000 and 2001 are outstanding so long as Borrower shall have delivered to Lender evidence satisfactory to Lender that Borrower has duly completed and filed a New Jersey Corporation Business Tax Payment and Annual Report for each such year and has paid the fees required in connection therewith to the State of New Jersey; (hi) Agent Lender shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionLender; (ij) Agent Lender shall have received an opinion of counsel, including certain local Borrower's counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base Certificate, dated as of the Closing Date based on the most recent completed fiscal month, and Borrower shall have opening Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Lender; (k) Agent Lender shall have received a certificate of the chief financial officer of Borrower certifying that Borrower is Solvent as of the Closing Date; (l) Lender shall have received satisfactory evidence (including a certificate of the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (m) Lender shall have received releases satisfactory to Lender executed by Congress Financial Corporation releasing any security interests that it may have on record against any of Borrower's trademarks in the United States Patent and Trademark Office; (n) Lender shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrower's books and records and verification of Borrower's representations and warranties to Lender, the results of which shall be satisfactory to Lender, and (ii) an inspection of each of the locations where Inventory is located, the results of which shall be satisfactory to Lender; (o) Lender shall have received completed reference checks with respect to Borrower's senior management, the results of which are satisfactory to Lender in its sole discretion; (p) Lender shall have received an appraisal of the Net Liquidation Percentage applicable to Borrower's Inventory, the results of which shall be satisfactory to Lender; (q) Lender shall have received Borrower’s 's Closing Date Business Plan; (lr) Borrower shall have paid pay all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement;; and (ms) Each Credit Party Borrower shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrower of the this Agreement or any other Loan Documents Document or with the consummation of the transactions contemplated hereby and thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties ; and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionLender.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20October 7, 20092003; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by each Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent's Liens in and to the Collateral, and Agent shall have received searches reflecting the filing of all such financing statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;, (ii) the Fee Letter;, (iii) the Officers’ Certificate;Guarantor Security Agreement, (iv) the Intellectual Property Security Agreements;Guaranty, (v) originals of the Pledged Equity and Pledged Notes;Intercompany Subordination Agreement, (vi) the Perfection Certificate; andIntercreditor Agreement, (vii) the Pay-Off Limited Recourse Guaranty, (viii) the Majestic Star Ship Mortgage, (ix) the Mortgages, (x) the Officers' Certificate, (xi) the Majestic Investor Lien Release Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender The Bank of New York of its Liens in and to the properties and assets of Borrower Borrowers and their Subsidiaries, (xii) the Majestic Star Lien Release Letter, together with UCC termination statements and other documentation evidencing the termination by The Bank of New York of its Liens in and to the properties and assets of Borrowers and their Subsidiaries, (xiii) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (xiv) the Subordination of Preferred Fleet Mortgage, (xv) the Subordination of Colorado Mortgage, (xvi) the Subordination of Mississippi Mortgage, (xvii) the Subordination of Majestic Star Ship Mortgage, (xviii) the Syndication Side Letter, (xix) the Trademark Security Agreement, and (xx) the Tunica Ship Mortgage; (d) Agent shall have received a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the same; (e) Agent shall have received copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit PartyBorrower; (f) Agent shall have received a recent certificate of status with respect to each Credit PartyBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit PartyBorrower, which certificate shall indicate that such Credit Party Borrower is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit PartyBorrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit PartyBorrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate from the Secretary of each Guarantor attesting to the resolutions of such Guarantor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (i) Agent shall have received copies of each Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor; (j) Agent shall have received a certificate of status with respect to each Guarantor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (k) Agent shall have received certificates of status with respect to each Guarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (l) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (im) Agent shall have received an opinion opinions of counsel, including certain local Borrowers' counsel in such jurisdictions as required by Agent, for the Credit Parties, each in form and substance satisfactory to Agent in its Permitted DiscretionAgent; (jn) Borrower Agent shall have delivered received satisfactory evidence that the Obligations hereunder have received a Borrowing Base Certificate, dated as rating of at least B from S&P or at least B2 from Moody's; (o) Agent shall have received sa▇▇▇▇▇▇▇ory evidence (including a certificate of the Closing Date based on the most recent completed fiscal monthchief financial officer of Parent) that all tax returns required to be filed by Borrowers and their Subsidiaries have been timely filed and all taxes upon Borrowers and their Subsidiaries or their properties, assets, income, and Borrower franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (p) Borrowers shall have opening the Required Availability of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower Borrowers on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Documents; (kq) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers' books and records and verification of Borrowers' representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent, and (ii) an inspection of each of the locations where Borrowers' and their Subsidiaries' Inventory is located, the results of which shall be satisfactory to Agent; (r) Agent shall have received Borrower’s Borrowers' Closing Date Business Plan; (ls) Borrower Borrowers shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mt) Each Credit Party Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts reasonably satisfactory to Agent assuring Agent that, after giving effect to the Intercreditor Agreement, the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent; (u) Agent shall have received copies of each of (i) the Senior Note Documents, (ii) the Management Agreement, (iii) the Expense Reimbursement Agreement, (iv) the BHR Operating Agreement, (v) the Berthing Agreement, and (vi) the Parking Lease, together with a certificate of the Secretary of the applicable Borrower certifying each such document as being a true, correct, and complete copy thereof; (v) Borrowers shall have provided Agent with sufficient evidence to demonstrate that (i) the offering of the Notes described in the Indenture has closed, (ii) the proceeds from such offering (in combination with the proceeds of the Advances made hereunder on the Closing Date) are being concurrently used to (A) repay, in full, the Majestic Star Notes, and (B) repay not less than 66-2/3rds percent of the Majestic Investor Notes, and (iii) an amendment to the Majestic Investor Existing Indenture has been executed and delivered and is in full force and effect, which amendment is in form and substance satisfactory to Agent; (w) Borrowers and each of their Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrowers or their Subsidiaries of the Loan Documents Document or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating to the Concentration Account maintained by each Credit Party with ▇▇▇▇▇ Fargo Treasury Management, in accordance with the terms and conditions set forth herein, the form and substance of which shall be satisfactory to Agent in its Permitted Discretion; (r) Agent shall have received all Credit Card Processor agreements; and (sx) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted DiscretionAgent.

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances Advance (or otherwise to extend any initial credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted DiscretionAgent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 2028, 20092005; (b) Agent shall have received a (i) the UCC Filing Authorization Letter, duly executed by Borrower each of the Source Alliance Subsidiaries and each Guarantor, together with appropriate (ii) confirmation from a service company utilized by Agent or its counsel that financing statements on Form UCC-1UCC-1 have been duly filed against each Source Alliance Subsidiary in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement and the Pledge Agreement; Collateral Agent is also authorized to file additional UCC-1 Financing Statement for each Existing Loan Party; (c) Agent shall have received each of the following documentsdocuments (or if so provided in this subsection (c), the Borrowers shall have used commercially reasonable efforts to provide the following documents to Agent on or prior to the Closing Date), in form and substance satisfactory to Agent in its Permitted DiscretionAgent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter;Loan Parties shall use commercially reasonable efforts to deliver to the Agent on or prior to the Closing Date a Cash Management Agreement with respect to each Cash Management Account owned by the Loan Parties not otherwise subject to a Cash Management Agreement, (ii) the Fee Letter;Loan Parties shall use commercially reasonable efforts to deliver to the Agent on or prior to the Closing Date a Control Agreement with respect to each Securities Account and Deposit Account owned by the Loan Parties not otherwise subject to a Control Agreement, (iii) a Copyright Security Agreement for each Loan Party that owns any registered copyrights or applications therefor, to the Officers’ Certificate;extent not already subject to a Copyright Security Agreement in favor of Collateral Agent, (iv) the Intellectual Property Security Agreements;Disbursement Letter, (v) originals of the Pledged Equity and Pledged Notes;Perfection Certificate, (vi) the Perfection Certificate; andFee Letter, (vii) to the extent not previously delivered, the Canadian Documents, together with (A) all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, and (B) all promissory notes pledged thereunder, as well as allonges thereto or other appropriate transfer certificates endorsed in blank, (viii) [Intentionally Omitted] (ix) the Intercompany Subordination Agreement, (x) the Borrowers shall use commercially reasonable efforts to deliver to Collateral Agent on or prior to the Closing Date a Vendor Intercreditor Agreement, duly executed by each Vendor having a Lien on any of the Collateral, (xi) a consent, in form and substance reasonably satisfactory to Agent, executed by SunTrust Bank under the SunTrust Real Estate Loan Agreement, pursuant to which SunTrust Bank has consented to the Alliance Merger and the Indebtedness under this Agreement, (xii) a Patent Security Agreement for each Loan Party that owns any registered Patents or applications therefor, to the extent not already subject to a Patent Security Agreement, (xiii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender the GECC Agent of its Liens in and to the properties and assets of Borrower Alliance and its Subsidiaries;Subsidiaries (or written authorization of the GECC Agent for the Collateral Agent to file such UCC termination statements), (xiv) the Pledge Agreement, together with (i) all certificates representing the shares of Stock pledged thereunder (to the extent not previously delivered to Collateral Agent), as well as Stock powers with respect thereto endorsed in blank, and (ii) all promissory notes pledged thereunder, together with an allonge for each promissory note (or the written agreement of the GECC Agent to deliver such Stock certificates and promissory notes to the Collateral Agent within three Business Days of the Closing Date, subject to such other terms and conditions as the Collateral Agent may reasonably require), (xv) a Trademark Security Agreement for each Loan Party that owns any registered trademarks or applications therefor, to the extent not already subject to a Trademark Security Agreement, (xvi) the Security Agreement, and (xvii) the Contribution Agreement. (d) Agent shall have received (i) a certificate from the Secretary of each Credit Party Borrower attesting to the resolutions of such Credit Party’s Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party Borrower is a party and authorizing specific officers of such Credit Party Borrower to execute the samesame and (ii) a certificate from the Secretary of the Parent certifying as to the officers authorized to deliver Compliance Certificates; (e) Agent shall have received (i) copies of each Credit Party’s Borrower's Governing Documents, as amended, modified, or supplemented as of to the Closing Date, certified by the respective Secretary of such Credit Borrower, or (ii) in the case of an Existing Loan Party, a certification from such Secretary that such Governing Documents have not been amended, supplemented or otherwise modified since October 30, 2003; (f) Agent shall have received a recent certificate from the Secretary of status with respect each Guarantor attesting to each Credit Partythe resolutions of such Guarantor's Board of Directors authorizing its execution, such certificate to be issued by the appropriate officer delivery, and performance of the jurisdiction of organization Loan Documents to which such Guarantor is a party and authorizing specific officers of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdictionGuarantor to execute the same; (g) Agent shall have received recent certificates (i) copies of status with respect each Guarantor's Governing Documents, as amended, modified, or supplemented to each Credit Partythe Closing Date, such certificates to be issued certified by the appropriate officer of the jurisdictions (other than the jurisdiction of organization Secretary of such Credit PartyGuarantor, or (ii) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate certification from such Secretary that such Credit Party is in good standing in such jurisdictionsGoverning Documents have not been amended, supplemented or otherwise modified since October 30, 2003; (h) Collateral Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.76.8, the form and substance of which shall be satisfactory to Agent in its Permitted DiscretionAgent; (i) Borrowers shall use commercially reasonable efforts to deliver to Collateral Agent on or prior to the Closing Date, to the extent not previously delivered, Collateral Access Agreements with respect to the Leased Real Property set forth in Schedule L-1 and the Mortgaged Real Property set forth in Schedule M-1, except to the extent Agent has established a Rent Reserve or Mortgage Reserve against the Borrowing Base for such Leased Real Property location or Mortgaged Real Property location (as applicable); (j) Agent shall have received an opinion opinions of counsel, including certain local Borrowers' and Guarantors' primary outside counsel in such jurisdictions as required by Agent, for the Credit Parties, each and in-house counsel in form and substance satisfactory to Agent in its Permitted Discretion; (j) Borrower shall have delivered a Borrowing Base CertificateAgent, dated including, without limitations, as to the effectiveness of the Closing Date based on Alliance Merger and the most recent completed fiscal monthReincorporation Merger, and Borrower the Borrowers shall have opening Availability use commercially reasonable efforts to provide opinions for such local counsel of $15,000,000 after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under this Agreement or the other Loan Documents and net of accounts payable aged in excess of 75 days from the invoice date or 45 days from the due date, held checks and overdrafts)Parties as Agent may reasonably request; (k) Agent shall have received Borrower’s a certificate of the chief financial officer of Parent that all tax returns required to be filed by Borrowers and their Subsidiaries have been timely filed and all taxes upon Borrowers and their Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, payroll taxes and excise taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest or otherwise permitted to remain unpaid under Section 6.7; (l) Borrowers shall use commercially reasonable efforts to provide to Agent such documentation and other information as Agent may reasonably request in connection with its business, legal, and collateral due diligence, including a site-visit appraisal of the Eligible Inventory performed by an Acceptable Appraiser as of a recent date; (m) Agent shall have received Borrowers' Closing Date Business Plan; (ln) Borrower Borrowers shall have paid all documented Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (mo) Each Credit Party Agent shall have received copies of the most recent phase-I environmental report previously prepared for any Owned Real Property; (p) Borrowers and each of their Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by each such Credit Party Borrowers or their Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) Agent shall have received Collateral Access Agreements from each landlord or bailee of any distribution center of the Credit Parties and of any landlord or bailee with respect to real property located in the states of Pennsylvania, Washington, West Virginia or Texas; (o) Agent shall have completed its business, legal, and collateral due diligence, including (i) a commercial finance exam and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be reasonably satisfactory to Agent, (ii) an appraisal conducted by an appraisal firm selected by Agent the results of which shall be reasonably satisfactory to Agent and (iii) to the extent required by Agent an inspection of any of the locations where Borrower’s and its Subsidiaries’ Inventory is located, the results of which shall be reasonably satisfactory to Agent; (p) Borrower shall have received prior to the Closing Date a cash equity investment on terms reasonably satisfactory to Agent in an amount not less than $20,000,000 from Sponsor or a Sponsor Affiliate which cash equity investment shall remain in the Borrower on and after the Closing Date and Agent shall otherwise be satisfied with the sources and uses for the transactions contemplated to occur on the Closing Date and with the capital structure of the Borrower and its Subsidiaries; (q) Agent shall have received Cash Management Agreements relating copies of each of the Material Contracts identified on Schedule 3.1(q), together with a certificate of an Authorized Officer of Parent certifying each such document as being a true, correct, and complete copy thereof. (r) The Alliance Merger, including all of the terms and conditions thereof, shall have been duly authorized by the Board of Directors and (if required by applicable law) the shareholders or members of the parties to the Concentration Account maintained Alliance Merger Agreement, and all Alliance Merger Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect in all respects on and as of the Closing Date; the representations and warranties made by Alliance and the applicable Loan Parties set forth in the Alliance Merger Documents shall be true and correct in all material respects as if made on and as of the Closing Date; each Credit Party of the material conditions precedent to the obligations of each of the parties to the Alliance Merger Documents to consummate the Alliance Merger as set forth in the Alliance Merger Documents shall have been satisfied in all material respects or waived with the consent of Agent (which consent shall not be unreasonably withheld or delayed) and the Alliance Merger shall be consummated contemporaneously herewith in accordance with any applicable law (including the expiration or termination of any applicable waiting period under the Hart-Scott- Rodino A▇▇) ▇▇▇ ▇▇e Alliance Merger Documents; and Agent shall have ▇▇▇▇▇ Fargo Treasury Management▇▇ed evidence satisfactory to it as to the foregoing, in accordance as to the receipt by all parties to the Alliance Merger Documents of all necessary regulatory, creditor, lessor, and other third-party approvals, and as to compliance with any applicable law to any of such parties. (s) The Reincorporation Merger, including all of the terms and conditions thereof, shall have been duly authorized by the Board of Directors and (if required by applicable law) the shareholders or members of the parties to the Reincorporation Documents and all Reincorporation Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect in all respects on and as of the Closing Date; the representations and warranties made by the applicable Loan Parties and Source Missouri set forth herein, in the form and substance of which Reincorporation Documents shall be true and correct in all material respects as if made on and as of the Closing Date; each of the material conditions precedent to the obligations of each of the parties to the Reincorporation Documents to consummate the Reincorporation Transaction as set forth in the Reincorporation Documents shall have been satisfied in all material respects or waived with the consent of Agent (which consent shall not be unreasonably withheld or delayed) and the Reincorporation Merger shall be consummated contemporaneously herewith in accordance with any applicable law and the Reincorporation Documents; and Agent shall have received evidence satisfactory to Agent in its Permitted Discretionit as to the foregoing, as to the receipt by all parties to the Reincorporation Documents of all necessary regulatory, creditor, lessor, and other third-party approvals, and as to compliance with any applicable law to any of such parties; (rt) Agent shall have received all Credit Card Processor agreements(i) a true and correct copy of the Merger Certificates filed in the State of Delaware with respect to the Alliance Merger and the Reincorporation Merger, each certified as of the Closing Date by the Secretary of State of the State of Delaware, and (ii) when available, a true and correct copy of the Articles of Merger filed in the State of Missouri with respect to the Reincorporation Merger, certified as effective as of the Closing Date by the Secretary of State of the State of Missouri; (u) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the consummation of the Alliance Merger or the Reincorporation Merger shall have been issued and remain in force by any Governmental Authority against any Loan Party, Alliance or Source Missouri, nor shall any proceeding have been commenced seeking to obtain the same; (v) the Loan Parties shall have executed Agent's standard form authorizing Agent to publish a tombstone advertisement with respect to this transaction; and (sw) all other documents and legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretion.