THE LENDER SHALL
HAVE RECEIVED ALL OF THE FOLLOWING, EACH IN FORM AND SUBSTANCE SATISFACTORY TO
LENDER:
(A)
THIS AGREEMENT PROPERLY EXECUTED ON BEHALF OF BORROWER;
(B)
THE ALLONGE TO TERM NOTE PROPERLY EXECUTED BY BORROWER;
(C)
THE AMENDMENT OF MORTGAGE;
(D)
FIRST AMENDMENT TO SECURITY AGREEMENT;
(E)
REAFFIRMATION OF GUARANTY BY STEVEN WAGENHEIM;
2
(F)
LANDLORD ESTOPPEL AND CONSENT;
(G)
A COPY OF THE RESOLUTION OF THE BOARD OF
DIRECTORS OF BORROWER AUTHORIZING THIS AGREEMENT AND THE OTHER DOCUMENTS AND
INSTRUMENTS TO BE DELIVERED PURSUANT HERETO (THE "CLOSING DOCUMENTS") AND
AUTHORIZING AN OFFICER OF THE BORROWER TO EXECUTE AND DELIVER THE CLOSING
DOCUMENTS ON BEHALF OF THE BORROWER AND RATIFYING ALL DOCUMENTS PREVIOUSLY
DELIVERED BY BORROWER TO LENDER;
(H)
EVIDENCE THAT ALL COSTS PAYABLE BY BORROWER
PURSUANT TO PARAGRAPH 6 OF THIS AGREEMENT HAVE BEEN PAID;
(I)
AN OPINION OF COUNSEL FOR THE BORROWER
OPINING, AMONG OTHER THINGS, THAT:
(A) THE BORROWER IS A CORPORATION, VALIDLY
FORMED, DULY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
MINNESOTA, AND THAT THE BORROWER'S OFFICER HAS FULL POWER AND AUTHORITY TO
EXECUTE THE CLOSING DOCUMENTS; (B) THE CLOSING DOCUMENTS ARE VALID AND BINDING
OBLIGATIONS OF THE BORROWER, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, AND
HAVE BEEN DULY AUTHORIZED AND EXECUTED ON BEHALF OF THE BORROWER; (C) THE
EXECUTION AND DELIVERY OF THE CLOSING DOCUMENTS, AND THE PERFORMANCE THEREUNDER
BY THE BORROWER, SHALL NOT RESULT IN A BREACH OF OR CONSTITUTE A DEFAULT UNDER
ANY MORTGAGE, LEASE, BANK LOAN, CREDIT ARRANGEMENT, OR OTHER INSTRUMENT TO WHICH
THE BORROWER IS A PARTY OR BY WHICH THE BORROWER OR ANY OF ITS PROPERTY MAY BE
BOUND OR AFFECTED; AND (D) SUCH OTHER OPINIONS AS THE LENDER AND ITS COUNSEL
SHALL REASONABLY REQUIRE.
THE OPINING COUNSEL AND THE FORM AND CONTENT OF THE
OPINION SHALL BE SATISFACTORY TO THE LENDER AND ITS COUNSEL IN ALL RESPECTS; AND
(J)
SUCH OTHER DOCUMENTATION AS IS
REASONABLY NECESSARY TO ACCOMPLISH THE PURPOSES INTENDED UNDER THIS AGREEMENT
AND THAT THE LENDER MAY REASONABLY REQUEST.
4.
REPRESENTATIONS AND WARRANTIES.
BORROWER REPRESENTS AND WARRANTS
TO LENDER AS FOLLOWS:
(A)
BORROWER IS A CORPORATION VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF MINNESOTA AND BORROWER HAS
THE POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER
THE CLOSING DOCUMENTS AND THE LOAN DOCUMENTS, AS SUCH LOAN DOCUMENTS MAY BE
AMENDED AND/OR MODIFIED PURSUANT TO THE PROVISIONS OF THIS AGREEMENT;
(B)
THE LOAN DOCUMENTS, AS SUCH LOAN DOCUMENTS
MAY BE AMENDED AND/OR MODIFIED PURSUANT TO THE PROVISIONS OF THE CLOSING
DOCUMENTS CONSTITUTE VALID AND LEGALLY BINDING OBLIGATIONS OF THE BORROWER AND
ARE ENFORCEABLE AGAINST THE BORROWER AND ITS PROPERTIES IN ACCORDANCE WITH THEIR
TERMS; THAT, EXCEPT ONLY AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS
AGREEMENT IS NOT INTENDED TO BE, AND SHALL NOT BE DEEMED OR CONSTRUED TO BE, A
MODIFICATION, AMENDMENT OR WAIVER OF THE LOAN DOCUMENTS, OR ANY OF THEM; THAT
THE BORROWER HAS NO DEFENSES, SETOFFS, OBJECTIONS,