Common use of Conditions to Loan Clause in Contracts

Conditions to Loan. The agreement of the Lender to extend the Loan requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the First Advance Closing Date, of the following conditions precedent: (a) The Lender shall have received each of the following each dated on or prior to the First Advance Closing Date (or, in the case of certificates of governmental officials, a recent date before the First Advance Closing Date) each in form and substance satisfactory to the Lender and in such number of copies as may be requested by the Lender: (i) duly executed counterparts of this Agreement, (ii) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of the Borrower as the Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (iii) such documents and duly executed certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing in the jurisdiction where it is formed; (iv) a certificate signed by a Responsible Officer of the Borrower certifying as of the First Advance Closing Date, since the date on which the Borrower commenced the Case, there has been no change, event, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; and (v) a Loan Notice. (b) All governmental authorizations and all third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender) and shall remain in effect; and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) The Order shall have been entered by the Bankruptcy Court, shall be in full force and effect and shall not have been amended, modified, stayed or reversed without the prior written consent of the Lender. (d) All of the “first day orders” and related orders submitted on or about the date of the commencement of the Case shall be in form and substance reasonably satisfactory to the Lender and the Borrower and, as entered, shall not deviate from the form thereof approved by the Lender in any material respect which is adverse to the interests of the Lender (such orders hereinafter being referred to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to the contrary, the relief sought in all such First Day Orders approved by the Lender shall be permitted herein and the consent of the Lender to such relief therein shall be deemed to have been obtained). (e) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date. (f) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Conditions to Loan. (a) The agreement obligation of the Lender to extend make the Loan requested to be made by it is subject to the satisfactionLender's receipt of the following, prior to on or concurrently with before the making of such extension of credit on the First Advance Closing Date, each dated the date of the following conditions precedent: (a) The Lender shall have received each Loan or as of the following each dated on or prior an earlier date acceptable to the First Advance Closing Date (orLender, in the case of certificates of governmental officials, a recent date before the First Advance Closing Date) each in form and substance satisfactory to the Lender and in such number of copies as may be requested by the Lenderits counsel: (i) duly executed counterparts of this Agreement, completed requests for information (iiForm UCC-l1) such duly executed certificates of resolutions or consentslisting all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, incumbency certificates and/or other duly executed certificates of Responsible Officers of judgment, and litigation searches for the Borrower as the Lender may reasonably require evidencing shall deem necessary or desirable; (ii) acknowledgment copies of Uniform Commercial Code financing statements (naming the identity, authority and capacity of each Responsible Officer thereof authorized to act Lender as a Responsible Officer in connection with this Agreement secured party and the Borrower as debtor), duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the security interests created hereunder, and evidence that all other Loan Documentsfilings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of the Lender, a perfected first priority Lien on the Collateral; (iii) such documents and a Note duly executed certifications by the Borrower evidencing the amount of such Loan; (iv) an Intellectual Property Security Agreement, in form and substance satisfactory to the Lender and its counsel, duly executed by the Borrower, specifically identifying and granting to the Lender a security interest in all of the Borrower's intellectual property; (v) if requested by the Lender, a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the equipment Collateral is located; (vi) a Notice of Security Interest, in form and substance satisfactory to the Lender and its counsel, to each financial institution at which any deposit accounts of Borrower are maintained; (vii) the warrants described in the Commitment Letter, if any; (viii) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (ix) a certificate of the Secretary or an Assistant Secretary of the Borrower ("Secretary's Certificate") certifying (A) that attached to the Secretary's Certificate is a tine, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and that such resolutions have not been amended or modified since the date of such certification and are in full force and effect; (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that attached to the Secretary's Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary's Certificate of the Borrower is a true and correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified, repealed or rescinded and are in full force and effect, and (F) that attached to the Secretary's Certificate is a valid Certificate of Existence issued by the Secretary of the State of the Borrower's state of incorporation; (xi) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing in the jurisdiction where it is formedrequire; (ivxii) a certificate signed by a Responsible Officer evidence of the Borrower certifying as consent or authorization of, filing with or other act by or in respect of any governmental agency or authority or any other Person required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the First Advance Closing Date, since the date on which the Borrower commenced the Case, there has been no change, event, circumstance transactions contemplated hereby or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effectthereby; and (vxiii) a Loan Notice. (b) All governmental authorizations such other documents, agreements and all third party consents instruments as the Lender deems necessary in its sole and approvals necessary absolute discretion in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender) and shall remain in effect; and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (cb) The Order security interests in the Collateral granted in favor of the Lender under this Agreement shall have been entered by the Bankruptcy Court, shall be in full force and effect duly perfected and shall not have been amendedconstitute first priority liens, modified, stayed or reversed without the prior written consent of the Lenderexcept for Permitted Liens. (d) All of the “first day orders” and related orders submitted on or about the date of the commencement of the Case shall be in form and substance reasonably satisfactory to the Lender and the Borrower and, as entered, shall not deviate from the form thereof approved by the Lender in any material respect which is adverse to the interests of the Lender (such orders hereinafter being referred to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to the contrary, the relief sought in all such First Day Orders approved by the Lender shall be permitted herein and the consent of the Lender to such relief therein shall be deemed to have been obtained). (e) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date. (f) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Conditions to Loan. (a) The agreement obligation of the Lender to extend make the Loan requested to be made by it is subject to the satisfactionLender's receipt of the following, prior to or concurrently with each dated the date of the making of such extension the Loan or as of credit on the First Advance Closing Date, of the following conditions precedent: (a) The Lender shall have received each of the following each dated on or prior an earlier date acceptable to the First Advance Closing Date (orLender, in the case of certificates of governmental officials, a recent date before the First Advance Closing Date) each in form and substance satisfactory to the Lender and in such number of copies as may be requested by the Lenderits counsel: (i) duly executed counterparts of this Agreement,completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and (ii) such Uniform Commercial Code financing statements (Form UCC-1) duly executed certificates by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of resolutions or consentsthe security interests granted to it hereunder; (iii) the Lockbox Agreement, incumbency certificates and/or other duly executed certificates by the Borrower, the Lender and Wellx Xxxgo Bank; (iv) the Intellectual Property Assignment, duly executed by the Borrower; (v) the Note, duly executed by the Borrower; (vi) a notification letter from the Borrower to SBCL, substantially in the form of Responsible Officers Exhibit C, duly executed by the Borrower (which shall not be delivered by the Lender to SBCL except during the continuance of an Event of Default); (vii) a copy of the SBCL License, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying that such copy is true, complete and accurate and contains any and all amendments thereto; (viii) certificates of insurance required under Section 5.4 of this Security Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (ix) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Security Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, and that 8 such resolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (x) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Security Agreement as the Lender may reasonably require evidencing require; and (xi) such other agreements and instruments as the identity, authority Lender deems necessary in its sole and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer absolute discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Security Agreement and or the other Loan Documents; Documents or (iiiii) such documents and duly executed certifications as which affects or could affect the Lender may reasonably require to evidence that business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower is duly organized or formedBorrower, and that the Borrower is validly existing except, in the jurisdiction case of clause (ii), where it is formed; (iv) a certificate signed by a Responsible Officer of the Borrower certifying as of the First Advance Closing Datesuch litigation, since the date on which the Borrower commenced the Caseproceeding, there has been no changeinquiry, event, circumstance or development that, individually or in the aggregate, has had or would reasonably other action could not be expected to have a Material Adverse Effect; and (v) a Loan Notice. (b) All governmental authorizations and all third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender) and shall remain in effect; and no law or regulation shall be applicable Effect in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebyLender. (c) The Order Borrower shall have been entered paid all fees and expenses required to be paid by it to the Bankruptcy Court, shall be in full force and effect and shall not have been amended, modified, stayed or reversed without the prior written consent Lender as of the Lendersuch date. (d) All of the “first day orders” and related orders submitted on or about the date of the commencement of the Case shall be in form and substance reasonably satisfactory to the Lender and the Borrower and, as entered, shall not deviate from the form thereof approved by the Lender in any material respect which is adverse to the interests of the Lender (such orders hereinafter being referred to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to the contrary, the relief sought in all such First Day Orders approved by the Lender shall be permitted herein and the consent of the Lender to such relief therein shall be deemed to have been obtained). (e) Each of the representations and warranties made by of the Borrower contained in or pursuant to this Security Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such the date as if made on and as of such datethe making of the Loan. (fe) No Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing on such date or after giving effect to would result from the extensions making of credit requested to be made on such datethe Loan.

Conditions to Loan. (a) The agreement obligation of the Lender to extend make the Loan requested to be made by it is subject to the satisfactionLender's receipt of the following, prior to on or concurrently with before the making of such extension of credit on the First Advance Closing Date, each dated the date of the following conditions precedent: (a) The Lender shall have received each Loan or as of the following each dated on or prior an earlier date acceptable to the First Advance Closing Date (orLender, in the case of certificates of governmental officials, a recent date before the First Advance Closing Date) each in form and substance satisfactory to the Lender and in such number of copies as may be requested by the Lenderits counsel: (i) duly executed counterparts of this Agreement, completed requests for information (iiForm UCC-11) such duly executed certificates of resolutions or consentslisting all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, incumbency certificates and/or other duly executed certificates of Responsible Officers of judgment, and litigation searches for the Borrower as the Lender may reasonably require evidencing shall deem necessary or desirable; (ii) acknowledgment copies of Uniform Commercial Code financing statements (naming the identity, authority and capacity of each Responsible Officer thereof authorized to act Lender as a Responsible Officer in connection with this Agreement secured party and the Borrower as debtor), duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the security interests created hereunder, and evidence that all other Loan Documentsfilings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of the Lender, a perfected first priority lien on the Collateral, subject only to Permitted Liens; (iii) such documents and a Note duly executed certifications by the Borrower evidencing the amount of such Loan; (iv) an Intellectual Property Security Agreement, in form and substance satisfactory to the Lender and its counsel, duly executed by the Borrower, specifically identifying and granting to the Lender a security interest in all of the Borrower's intellectual property; (v) if requested by the Lender, a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the equipment Collateral is located; (vi) a Notice of Security Interest, in form and substance satisfactory to the Lender and its counsel, to each financial institution at which any deposit accounts of Borrower are maintained; (vii) the warrants described in the Commitment Letter, if any; (viii) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (ix) a certificate of the Secretary or an Assistant Secretary of the Borrower ("Secretary's Certificate") certifying (A) that attached to the Secretary's Certificate is a true, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and that such resolutions have not been amended or modified since the date of such certification and are in full force and effect; (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that attached to the Secretary's Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary's Certificate of the Borrower is a true and correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified, repealed or rescinded and are in full force and effect; and (E) that attached to the Secretary's Certificate is a valid Certificate of Good Standing issued by the Secretary of the State of the Borrower's state of incorporation; (x) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing in the jurisdiction where it is formedrequire; (ivxi) a certificate signed by a Responsible Officer evidence of the Borrower certifying as consent or authorization of, filing with or other act by or in respect of any governmental agency or authority or any other Person required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the First Advance Closing Date, since the date on which the Borrower commenced the Case, there has been no change, event, circumstance transactions contemplated hereby or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effectthereby; and (vxii) a Loan Notice. (b) All governmental authorizations such other documents, agreements and all third party consents instruments as the Lender deems necessary in its sole and approvals necessary absolute discretion in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender) and shall remain in effect; and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (cb) The Order security interests in the Collateral granted in favor of the Lender under this Agreement shall have been entered by the Bankruptcy Court, shall be in full force and effect duly perfected and shall not have been amendedconstitute first priority liens, modified, stayed or reversed without the prior written consent of the Lenderexcept for Permitted Liens. (d) All of the “first day orders” and related orders submitted on or about the date of the commencement of the Case shall be in form and substance reasonably satisfactory to the Lender and the Borrower and, as entered, shall not deviate from the form thereof approved by the Lender in any material respect which is adverse to the interests of the Lender (such orders hereinafter being referred to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to the contrary, the relief sought in all such First Day Orders approved by the Lender shall be permitted herein and the consent of the Lender to such relief therein shall be deemed to have been obtained). (e) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date. (f) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Conditions to Loan. (a) The agreement obligation of the Lender to extend make the Loan requested to be made by it is subject to the satisfactionLender’s receipt of (or waived by Lender in writing) the following, prior to or concurrently with each dated the making of such extension of credit on the First Advance Closing Date, date of the following conditions precedent: (a) The Lender shall have received each initial Loan or as of the following each dated on or prior an earlier date acceptable to the First Advance Closing Date (orLender, in the case of certificates of governmental officials, a recent date before the First Advance Closing Date) each in form and substance satisfactory to the Lender and in such number of copies as may be requested by the Lenderits counsel: (i) duly executed counterparts of this Agreement, completed requests for information (iiForm UCC-11) such duly executed certificates of resolutions or consentslisting all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, incumbency certificates and/or other duly executed certificates of Responsible Officers of judgment, and litigation searches for the Borrower as the Lender may reasonably require evidencing shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) (naming the identity, authority and capacity of each Responsible Officer thereof authorized to act Lender as a Responsible Officer in connection with this Agreement secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other Loan Documentsreleases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Collateral related to such initial Loan; (iii) such documents and a Note duly executed certifications as the Lender may reasonably require to evidence that by the Borrower is duly organized or formed, and that evidencing the Borrower is validly existing in the jurisdiction where it is formedamount of such Loan; (iv) a certificate signed Collateral Access Agreement duly executed by a Responsible Officer any person or entity, as the case may be, of each premises where the Borrower certifying as of the First Advance Closing Date, since the date on which the Borrower commenced the Case, there has been no change, event, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; andCollateral is located; (v) a Loan Notice.certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (bvi) All governmental authorizations a certificate of the Secretary or an Assistant Secretary of the Borrower (“Secretary’s Certificate”) certifying (A) that attached to the Secretary’s Certificate is a true, complete, and all third party consents accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and approvals necessary in connection with performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby shall and thereby, and that such resolutions have not been obtained amended or modified since the date of such certification and are in full force and effect; (without B) the imposition incumbency, names, and true signatures of any conditions the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that are not reasonably acceptable attached to the LenderSecretary’s Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary’s Certificate of the Borrower is a true and shall remain correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified, repealed or rescinded and are in full force and effect; and no law or regulation shall be applicable in (E) that attached to the reasonable judgment Secretary’s Certificate is a valid Certificate of Good Standing issued by the Secretary of the State of the Borrower’s state of incorporation and a valid Certificate of Good Standing from the Secretary of the State of the state of Borrower’s principal place of business, if different from the Borrower’s state of incorporation; (vii) Such other agreements and instruments as the Lender that restrains, prevents or imposes materially adverse conditions upon deems necessary in its good faith business judgment in connection with the transactions contemplated hereby. (cviii) The Order security interests in the Collateral related to the initial Loan granted in favor of the Lender under this Agreement shall have been entered by the Bankruptcy Court, shall be in full force and effect duly perfected and shall not have been amended, modified, stayed or reversed without the prior written consent of the Lenderconstitute first priority liens. (d) All of the “first day orders” and related orders submitted on or about the date of the commencement of the Case shall be in form and substance reasonably satisfactory to the Lender and the Borrower and, as entered, shall not deviate from the form thereof approved by the Lender in any material respect which is adverse to the interests of the Lender (such orders hereinafter being referred to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to the contrary, the relief sought in all such First Day Orders approved by the Lender shall be permitted herein and the consent of the Lender to such relief therein shall be deemed to have been obtained). (e) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date. (f) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Conditions to Loan. The agreement Notwithstanding the foregoing, the obligation of the Lender to extend disburse the Loan requested to be made by it the Borrowers is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the First Advance Closing Date, satisfaction of the following conditions precedentconditions: (a) The Lender Borrowers shall have received each obtained (and shall have provided copies thereof to Lender) all waivers, consents or approvals, if any, from third parties, and shall have given all notices to third parties, and the failure of which to obtain or to give notice would result in a conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Borrowers are a party or by which the Borrowers are bound or to which any of their assets is subject, except for any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument which would not have a Company Material Adverse Effect (as hereinafter defined) and would not adversely affect the consummation of the following each dated on Loan or prior the other transactions contemplated hereby, including but not limited to the First Advance Closing Date (or, in the case of certificates of governmental officials, a recent date before the First Advance Closing Date) each in form and substance satisfactory to the Lender and in such number of copies as may be requested by the Lender: (i) duly executed counterparts of this Agreement, (ii) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of the Borrower as the Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (iii) such documents and duly executed certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing in the jurisdiction where it is formed; (iv) a certificate signed by a Responsible Officer of the Borrower certifying as of the First Advance Closing Date, since the date on which the Borrower commenced the Case, there has been no change, event, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; and (v) a Loan NoticeMerger. (b) All governmental authorizations and all third party consents and approvals necessary The Borrowers shall have entered into a security agreement of even date herewith, substantially in connection the form attached as Exhibit B attached hereto (the “General Security Agreement”) with the transactions contemplated hereby Lender and Gottbetter & Partners, LLP, as collateral agent (the “Collateral Agent”) pursuant to which the Borrowers shall have been obtained (without the imposition of any conditions that are not reasonably acceptable granted and conveyed to the Lender) and shall remain in effect; and no law or regulation shall be applicable in Collateral Agent, for the reasonable judgment benefit of the Lender that restrainsBuyers, prevents a second priority security interest in all of the tangible and intangible assets of the Borrowers now owned or imposes materially adverse conditions upon hereafter acquired by the transactions contemplated herebyBorrowers, as security for the timely repayment of the Convertible Notes in accordance with the terms of the Convertible Notes. (c) The Order Borrowers shall have been entered by the Bankruptcy Court, shall be in full force and effect and shall not have been amended, modified, stayed or reversed without the prior written consent of the Lender. (d) All of the “first day orders” and related orders submitted on or about the date of the commencement of the Case shall be in form and substance reasonably satisfactory delivered to the Lender a certificate, executed on behalf of each of the Borrowers by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Boards of Directors of each of the Borrowers approving the transactions contemplated by this Agreement and the Borrower andissuance of the Notes, certifying the current versions of the Articles of Incorporation of each of the Borrowers and certifying as entered, shall not deviate from the form thereof approved by the Lender in any material respect which is adverse to the interests signatures and authority of persons signing this Agreement and the Notes on behalf of the Lender (such orders hereinafter being referred to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to the contrary, the relief sought in all such First Day Orders approved by the Lender shall be permitted herein and the consent of the Lender to such relief therein shall be deemed to have been obtained)Borrowers. (e) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date. (f) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Conditions to Loan. The agreement Notwithstanding the foregoing, the obligation of the Lender to extend disburse the Loan requested to be made by it Borrower is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the First Advance Closing Date, satisfaction of the following conditions precedentconditions: (a) The Lender Borrower shall have received each obtained (and shall have provided copies thereof to Lender) all waivers, consents or approvals, if any, from third parties, and shall have given all notices to third parties, and the failure of which to obtain or to give notice would result in a conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Borrower or any of its subsidiaries is a party or by which Borrower or any of its subsidiaries is bound or to which any of their assets is subject, except for any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument which would not have a Company Material Adverse Effect (as hereinafter defined) and would not adversely affect the consummation of the following each dated on Loan or prior the other transactions contemplated hereby, including but not limited to the First Advance Closing Date (or, in the case of certificates of governmental officials, a recent date before the First Advance Closing Date) each in form and substance satisfactory to the Lender and in such number of copies as may be requested by the Lender: (i) duly executed counterparts of this Agreement, (ii) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of the Borrower as the Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (iii) such documents and duly executed certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing in the jurisdiction where it is formed; (iv) a certificate signed by a Responsible Officer of the Borrower certifying as of the First Advance Closing Date, since the date on which the Borrower commenced the Case, there has been no change, event, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; and (v) a Loan NoticeMerger. (b) All governmental authorizations and all third party consents and approvals necessary Those stockholders of Borrower listed on Schedule 1 to the Pledge Agreement (defined below) beneficially owning in connection the aggregate one million shares of the capital stock of the Borrower on a fully converted basis (such shares constituting the “Borrower Control Shares”) shall have entered into a pledge agreement of even date herewith (the “Pledge Agreement”) with the transactions contemplated hereby Lender and Gottbetter & Partners, LLP as collateral agent (the “Collateral Agent”) pursuant to which such stockholders shall have been obtained (without pledged to, and deposited with, the imposition Collateral Agent the Borrower Control Shares, for the benefit of any conditions that are not reasonably acceptable to the Lender) and shall remain in effect; and no law or regulation shall be applicable investors in the reasonable judgment of Note Offering (the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby“Buyers”). (c) The Order Borrower shall have been entered by into a security agreement of even date herewith with the Bankruptcy Court, Buyers pursuant to which Borrower shall be have granted and conveyed to the Buyers a security interest in full force and effect and shall not have been amended, modified, stayed or reversed without the prior written consent all of the Lender. (d) All tangible and intangible assets of Borrower now owned by Borrower, as security for the full and timely repayment of the “first day orders” and related orders submitted on or about Convertible Notes in accordance with the date terms of the commencement of the Case shall be in form and substance reasonably satisfactory to the Lender and the Borrower and, as entered, shall not deviate from the form thereof approved by the Lender in any material respect which is adverse to the interests of the Lender (such orders hereinafter being referred to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to the contrary, the relief sought in all such First Day Orders approved by the Lender shall be permitted herein and the consent of the Lender to such relief therein shall be deemed to have been obtained)Convertible Notes. (e) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date. (f) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Conditions to Loan. The agreement Notwithstanding the foregoing, the obligation of the Lender to extend disburse the Loan requested to be made by it Borrower is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the First Advance Closing Date, satisfaction of the following conditions precedentconditions: (a) The Lender Borrower shall have received each obtained (and shall have provided copies thereof to Lender) all waivers, consents or approvals, if any, from third parties, and shall have given all notices to third parties, and the failure of which to obtain or to give notice would result in a conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Borrower or any of its subsidiaries is a party or by which Borrower or any of its subsidiaries is bound or to which any of their assets is subject, except for any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument which would not have a Company Material Adverse Effect (as hereinafter defined) and would not adversely affect the consummation of the following each dated on Loan or prior the other transactions contemplated hereby, including but not limited to the First Advance Closing Date (or, in the case of certificates of governmental officials, a recent date before the First Advance Closing Date) each in form and substance satisfactory to the Lender and in such number of copies as may be requested by the Lender: (i) duly executed counterparts of this Agreement, (ii) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of the Borrower as the Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (iii) such documents and duly executed certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing in the jurisdiction where it is formed; (iv) a certificate signed by a Responsible Officer of the Borrower certifying as of the First Advance Closing Date, since the date on which the Borrower commenced the Case, there has been no change, event, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; and (v) a Loan NoticeMerger. (b) All governmental authorizations Those stockholders of Borrower listed on Schedule 1 to the Pledge Agreement (defined below) beneficially owning in the aggregate one hundred percent (100%) of the issued and all third party consents and approvals necessary outstanding shares of the capital stock of Borrower (the “Borrower Control Shares”) shall have entered into a pledge agreement of even date herewith, substantially in connection the form attached as Exhibit B to this Agreement (the “Newco Pledge Agreement”) with the transactions contemplated hereby Lender and Gottbetter & Partners, LLP, as collateral agent (the “Collateral Agent”), pursuant to which such stockholders shall have been obtained (without pledged to, and deposited with, the imposition Collateral Agent the Borrower Control Shares, for the benefit of any conditions that are not reasonably acceptable to the Lender) and shall remain in effect; and no law or regulation shall be applicable purchasers of the Convertible Notes in the reasonable judgment Note Offering (the “Buyers”), as security for the full and timely repayment of the Lender that restrains, prevents or imposes materially adverse conditions upon Convertible Notes in accordance with the transactions contemplated herebyterms of the Convertible Notes. (c) The Order Borrower shall have been entered by into a security agreement of even date herewith, substantially in the Bankruptcy Court, shall be in full force and effect and shall not have been amended, modified, stayed or reversed without the prior written consent of the Lender. form attached as Exhibit C to this Agreement (d) All of the “first day orders” and related orders submitted on or about the date of the commencement of the Case shall be in form and substance reasonably satisfactory to Newco Security Agreement”) with the Lender and the Collateral Agent pursuant to which Borrower andshall have granted and conveyed to the Collateral Agent, for the benefit of the Buyers, a first priority security interest in all of the tangible and intangible assets of Borrower now owned or hereafter acquired by Borrower, as entered, shall not deviate from security for the form thereof approved by the Lender in any material respect which is adverse to the interests full and timely repayment of the Lender (such orders hereinafter being referred to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to Convertible Notes in accordance with the contrary, the relief sought in all such First Day Orders approved by the Lender shall be permitted herein and the consent terms of the Lender to such relief therein shall be deemed to have been obtained)Convertible Notes. (e) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date. (f) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Conditions to Loan. The Lender's agreement of the Lender to extend make the Loan requested to Borrowers hereunder and to disburse the proceeds thereof shall be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the First Advance Closing Date, of the following conditions precedent: (a) The condition precedent that Lender shall have received each of the following each dated received, on or prior to the First Advance Closing Date (oror by such other time as may be specified herein with respect thereto), in all of the case of certificates of governmental officialsfollowing, a recent date before the First Advance Closing Date) each in form and substance satisfactory to the Lender and in such number of copies as may be requested by the Lender: (a) This Agreement and all other Loan Documents, properly executed on behalf of the applicable Borrower(s), and each of the exhibits and schedules hereto and thereto properly completed. (b) The Note, properly executed on behalf of Borrowers. (c) A Loan Request for the Loan, duly completed and properly executed by Maritrans on behalf of each Borrower. (d) A certificate of the Secretary or an Assistant Secretary of each Borrower, certifying as to (i) duly executed counterparts the resolutions of the board of directors of such Borrower and, if required, the shareholders of such Borrower, authorizing the execution, delivery and performance of this Agreement, , the Note, the other Loan Documents and any related documents, (ii) such duly executed certificates the Organizational Documents of resolutions or consentseach Borrower, incumbency certificates and/or other duly executed certificates of Responsible Officers and (iii) the signatures of the Borrower as the Lender may reasonably require evidencing the identity, authority and capacity officers or agents of each Responsible Officer thereof Borrower authorized to act execute and deliver this Agreement, the Note, the other Loan Documents and other instruments, agreements and certificates on behalf of such Borrower. (e) Current certified copies of the Organizational Documents of each Borrower. (f) A Certificate of Good Standing issued as a Responsible Officer to each Borrower by the Secretary of the State of its incorporation, which shall be dated not more than thirty (30) days prior to the Closing Date. (g) Opinion of counsel to Borrowers and such opinions of local counsel to Borrowers, as required by Lender. (h) Current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against any Borrower, and (ii) no financing statements have been filed and remain in effect against any Borrower relating to the Collateral except those financing statements filed by Lender. (i) Payment of the $18,225 closing fee and, if any, all of Lender's other fees, commissions and expenses in connection with this Agreement and the other Loan Documents;funding of the Loan. (iiij) such documents and duly executed certifications as the Lender may reasonably require to evidence Evidence that the Borrower is duly organized no Default or formed, and event or circumstance that the Borrower is validly existing in the jurisdiction where it is formed; (iv) a certificate signed by a Responsible Officer of the Borrower certifying as of the First Advance Closing Date, since the date on which the Borrower commenced the Case, there has been no change, event, circumstance or development that, individually or in the aggregate, has had or would could reasonably be expected likely to have a Material Adverse Effect; and (v) a Loan NoticeEffect has occurred. (bk) All governmental authorizations and all third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender) and shall remain in effect; and no law Any other documents or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) The Order shall have been entered items required by the Bankruptcy Court, shall be in full force and effect and shall not have been amended, modified, stayed or reversed without the prior written consent of the Lender. (dl) All of the “first day orders” and related orders submitted Any other documents or items listed on or about the date of the commencement of the Case shall be in form and substance reasonably satisfactory to the Lender and the Borrower and, as entered, shall not deviate from the form thereof approved by the Lender in any material respect which is adverse to the interests of the Lender (such orders hereinafter being referred to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to the contrary, the relief sought in all such First Day Orders approved by the Lender shall be permitted herein and the consent of the Lender to such relief therein shall be deemed to have been obtained)Schedule I hereto. (e) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date. (f) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Conditions to Loan. The agreement obligation of the Lender to extend fund the Loan requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the First Advance Closing Date, of the following conditions precedent: (a) The Lender Borrower shall have received each of the following each dated on executed and delivered (or prior cause to the First Advance Closing Date (orhave been executed and delivered) to, procured for and deposited with, and paid to Lender, and if appropriate recorded in the case of proper records with all filing and recording fees paid, the documents, certificates, and other items referred to in Exhibit “A”, together with such other documents, certificates of governmental officials, a recent date before the First Advance Closing Date) each in form and substance satisfactory to the Lender and in such number of copies items as may be requested by the Lender: (i) duly executed counterparts of this Agreement, (ii) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of the Borrower as the Lender may reasonably require evidencing the identityfrom time to time. Except as otherwise specifically provided herein or agreed in writing by Lender, authority all such documents, certificates and capacity of each Responsible Officer thereof authorized to act as other items shall bear a Responsible Officer in connection with this Agreement and the other Loan Documents; (iii) such documents and duly executed certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing in the jurisdiction where it is formed; (iv) a certificate signed by a Responsible Officer of the Borrower certifying as of the First Advance Closing Current Date, since the date on which the Borrower commenced the Case, there has been no change, event, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; and (v) a Loan Notice. (b) All governmental authorizations and all third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender) and shall remain in effect; and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) The Order shall have been entered by the Bankruptcy Court, shall be in full force and effect and shall not have been amended, modified, stayed or reversed without the prior written consent of the Lender. (d) All of the “first day orders” and related orders submitted on or about the date of the commencement of the Case shall be in form and substance reasonably satisfactory to the Lender and the Borrower and, as entered, shall not deviate from the form thereof approved by the Lender in any material respect which is adverse to the interests of the Lender (such orders hereinafter being referred to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to the contrary, the relief sought in all such First Day Orders approved by the Lender shall be permitted herein and the consent of the Lender to such relief therein shall be deemed to have been obtained). (e) Each of the representations and warranties made by the Borrower contained in or pursuant to Article IV of this Agreement and elsewhere herein and in the Loan Documents shall be true true, correct, and correct complete in all material respects on and as of such date the Closing Date to the same extent as if though made on and as of that date, except for any representation or warranty limited by its terms to a specific date. (c) There shall exist no Default or Event of Default other than Permitted Temporary Defaults. (d) No change has occurred which has had or could have a Material Adverse Effect. (e) No Loan Party shall have incurred any material liabilities, direct or contingent, except as may be permitted under Section 6.02 hereof, since the date of such dateLoan Party’s most recent Financial Statement theretofore delivered to Lender. (f) No Default order, judgment, or Event decree of Default any court, arbitrator, or Governmental Authority shall purport to enjoin or restrain Lender from making the Loan. (g) Borrower shall have occurred paid any and be continuing on such date or after giving effect all required fees, and shall have delivered to Lender evidence satisfactory to Lender that Borrower has paid all other fees, costs and expenses (including the extensions fees and costs of credit requested Lender’s counsel) then required to be made on paid pursuant to this Agreement, and all other Loan Documents including all fees, costs and expenses that Borrower is required to pay pursuant to any loan application or commitment. (h) All legal matters incident to this Agreement and the transactions contemplated hereby shall be satisfactory to counsel to Lender. Notwithstanding the foregoing, should Lender fund the Loan or any portion thereof prior to fulfillment by the Loan Parties of any of the conditions set forth above, the Loan Parties shall execute all documents and take all actions required to fulfill such dateconditions within three (3) Business Days of such funding.

Conditions to Loan. (a) The agreement obligation of the Lender to extend make the Loan requested to be made by it is subject to the satisfactionLender's receipt of the following, prior to on or concurrently with before the making of such extension of credit on the First Advance Closing Date, each dated the date of the following conditions precedent: (a) The Lender shall have received each of the following each dated on Loan or prior to the First Advance Closing Date (or, in the case of certificates of governmental officials, a recent date before the First Advance Closing Date) each in form and substance satisfactory to the Lender and in such number of copies as may be requested by the Lender: (i) duly executed counterparts of this Agreement, (ii) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of the Borrower as the Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (iii) such documents and duly executed certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing in the jurisdiction where it is formed; (iv) a certificate signed by a Responsible Officer of the Borrower certifying as of the First Advance Closing Date, since the an earlier date on which the Borrower commenced the Case, there has been no change, event, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; and (v) a Loan Notice. (b) All governmental authorizations and all third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender) and shall remain in effect; and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) The Order shall have been entered by the Bankruptcy Court, shall be in full force and effect and shall not have been amended, modified, stayed or reversed without the prior written consent of the Lender. (d) All of the “first day orders” and related orders submitted on or about the date of the commencement of the Case shall be in form and substance reasonably satisfactory to the Lender and its counsel: (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower andas debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) acknowledgement copies of Uniform Commercial Code financing statements (naming the Lender as secured party and the Borrower as debtor), duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the security interests created hereunder, and evidence that all other filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of the Lender, a perfected first priority Lien on the Collateral; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) an Intellectual Property Security Agreement, in form and substance satisfactory to the Lender and its counsel, duly executed by the Borrower, specifically identifying and granting to the Lender a security interest in all of the Borrower's intellectual property; (v) if requested by the Lender, a Collateral Access Agreement duly executed by the lessor or mortgagee, as enteredthe case may be, shall of each premises where the equipment Collateral is located; (vi) a Notice of Security Interest, in form and substance satisfactory to the Lender and its counsel, to each financial institution at which any deposit accounts of Borrower are maintained; (vii) the warrants described in the Commitment Letter, if any; (viii) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (ix) a certificate of the Secretary or an Assistant Secretary of the Borrower ("Secretary's Certificate") certifying (A) that attached to the Secretary's Certificate is a true, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and that such resolutions have not deviate from been amended or modified since the form thereof approved date of such certification and are in full force and effect; (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that attached to the Secretary's Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary's Certificate of the Borrower is a true and correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified, repealed or rescinded and are in full force and effect; and (E) that attached to the Secretary's Certificate is a valid Certificate of Good Standing issued by the Lender in any material respect which is adverse Secretary of the State of the Borrower's state of incorporation; (xi) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; (xii) evidence of the consent or authorization of, filing with or other act by or in respect of any governmental agency or authority or any other Person required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby; and (xiii) such other documents, agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) The security interests in the Collateral granted in favor of the Lender (such orders hereinafter being referred to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to the contrary, the relief sought in all such First Day Orders approved by the Lender under this Agreement shall be permitted herein and the consent of the Lender to such relief therein shall be deemed to have been obtained)duly perfected and shall constitute first priority liens, except for Permitted Liens. (e) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date. (f) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Conditions to Loan. The agreement Satisfaction of the or waiver by Lender to extend the Loan requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the First Advance Closing Date, of the following conditions precedent: (a) The Lender shall have received each of the following each dated on or prior requirements shall be conditions precedent to the First Advance Closing Date (or, in making of each Advance: 5.1 All of the case of certificates of governmental officials, a recent date before the First Advance Closing Date) each Loan Documents in form and substance satisfactory to the Lender and in such number of copies as may be requested by the Lender: (i) duly executed counterparts of this Agreement, (ii) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of the Borrower as the Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (iii) such documents and duly executed certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing in the jurisdiction where it is formed; (iv) a certificate signed by a Responsible Officer of the Borrower certifying as of the First Advance Closing Date, since the date on which the Borrower commenced the Case, there has been no change, event, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; and (v) a Loan Notice. (b) All governmental authorizations and all third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without duly executed by all parties thereto, with the imposition of any conditions that are not reasonably acceptable to signatures properly notarized and the Lender) instruments in proper form for filing or recordation, as required, and shall remain in effect; and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) The Order shall have been entered by the Bankruptcy Courtfiled or recorded and/or delivered to Lender or Lender's agent, shall be in full force and effect and shall not have been amended, modified, stayed or reversed without the prior written consent of the Lenderas appropriate. (d) 5.2 All of the “first day orders” and related orders submitted on or about the date of the commencement of the Case shall be in form and substance reasonably satisfactory to the Lender and the Borrower and, as entered, shall not deviate from the form thereof approved by the Lender in any material respect which is adverse to the interests of the Lender (such orders hereinafter being referred to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to the contrary, the relief sought in all such First Day Orders approved by the Lender shall be permitted herein and the consent of the Lender to such relief therein shall be deemed to have been obtained). (e) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents contained herein shall be true and correct in all material respects on as of the day of closing and as of such date as if made on the day of making each and as of such dateevery Advance. (f) No Default or 5.3 Borrower, Guarantor and the Administrative Committee shall have executed and delivered such certificates and resolutions as are required by Lender. 5.4 There shall be no Event of Default (as defined in Paragraph 12, below) then in existence. 5.5 No other person, firm, or entity shall have occurred or claim a security interest in the Stock acquired with the proceeds of the Loan as provided in this Agreement, to the extent not yet released as security for the Loan. 5.6 All necessary UCC financing statements have been filed and Lender has obtained a properly perfected first and prior security interest in the Stock and other collateral identified in the Pledge Agreement securing same. 5.7 Lender shall have received and approved such additional documents and assurances as Lender may reasonably require. 5.8 Lender shall have received one or more attorney opinion letters from counsel for Borrower in the form appended hereto as EXHIBIT D and otherwise in form and substance satisfactory to Lender, addressed to Lender covering such matters relating to Borrower, the Plan, and the Stock as Lender in its discretion may require. 5.9 There shall have been no material adverse change to the financial condition of Borrower or ILX, or ILX's operations or properties. 5.10 The Plan remains in continuing compliance with all local, state, and federal laws, including, without limitation, the continued qualification under the provisions of Sections 401 ET SEQ. and 501 ET SEQ. of the Code and ERISA. 5.11 Borrower hereby agrees to pay, and Borrower or Guarantor shall have paid to Lender, all Lender's reasonable out-of-pocket expenses including, without limitation, recording costs, filing fees and legal fees and disbursements of Lender's counsel, incurred by Lender in connection with the subject Loan, and the preparation of the initial Loan Documents (which legal expenses shall not exceed $5,000.00) and any amendment or modification thereof. Any unpaid reimbursements as provided in this paragraph may be continuing on such date deducted by Lender from any Advance. 5.12 Borrower or Guarantor shall have paid Lender a one-time Facility Fee in the amount of $5,000.00. 5.13 Borrower shall provide Lender a duly executed Request for Advance in the form appended hereto as EXHIBIT E. 5.14 Lender shall have received the duly executed Authorizing Resolution and Incumbency Certificate from Borrower, Guarantor and the Administrative Committee in the form appended hereto as EXHIBIT F. 5.15 Lender shall have received the duly executed Irrevocable Power of Attorney and Stock Power from Borrower in the form appended hereto as EXHIBIT G-1. 5.16 The Coverage Ratio resulting after giving effect to the extensions of credit requested to Advance shall not be made on such dateless than 1.25.

Conditions to Loan. The agreement of 3.1 Conditions Precedent to the Lender Loan. Bank's obligation hereunder to extend -------------------------------- make the Loan requested to be made by it is subject to the satisfactionfulfillment, prior to or concurrently with the making satisfaction of such extension Bank and its counsel, of credit on the First Advance Closing Date, each of the following conditions precedenton or before the Closing Date: (a) The Lender Bank shall have received each of this Agreement and the following each dated on or prior Ancillary Documents, all duly executed, and acknowledged, recorded and filed, as Bank may require. (b) Bank shall have received from counsel to the First Advance Closing Date (orCommittee and Mercury a favorable written opinion, in dated the case of certificates of governmental officials, a recent date before the First Advance Closing Date) each , in form and substance satisfactory to Bank and to Bank's counsel; (c) Bank shall have received true and complete copies of the Lender and in such number of copies as may be requested ESOP Documents, certified by the Lender:Secretary of Mercury; (id) duly executed counterparts Bank shall have received signature and incumbency certificates respecting the members of this Agreement,the Committee, dated as of the Closing Date; (iie) such duly Bank shall have received a certificate executed certificates of resolutions or consentsby Borrower, incumbency certificates and/or other duly executed certificates of Responsible Officers dated as of the Borrower as Closing Date, certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing or will occur from the Lender may reasonably require evidencing the identity, authority execution and capacity delivery of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan DocumentsAncillary Documents to which Borrower is a party, or the performance by Borrower of its obligations hereunder or thereunder; (iiif) such documents Bank shall have received a certificate from the Committee and duly executed certifications by its members, dated as of the Lender may reasonably require Closing Date, attesting to evidence that its authorizing the execution and delivery of this Agreement and the Ancillary Documents to which Borrower is duly organized or formeda party, and that the authorizing Borrower is validly existing in the jurisdiction where it is formedto execute same; (ivg) a certificate signed Bank shall have received an acknowledgement executed by a Responsible Officer of Trustee that the persons executing this Agreement and the Ancillary Documents to which Borrower certifying is a party are trust officers and vice presidents authorized to execute such documents on behalf of Borrower; (h) Bank shall have received a signature and incumbency certificate respecting the Responsible Officers of Mercury executing the Ancillary Documents to which Mercury is a party, dated as of the First Advance Closing Date; (i) Bank shall have received a certificate of the secretary of Mercury, dated as of the Closing Date, since certifying true and correct copies of resolutions duly adopted by the date board of directors of Mercury authorizing the execution, delivery and performance of the Ancillary Documents to which Mercury is a party, and authorizing specific Responsible Officers of Mercury to execute the same on behalf of Mercury; (j) Bank shall have received full payment of all Bank Expenses which are due and payable as of the Closing Date; (k) the representations and warranties of Borrower commenced set forth in Article IV of this Agreement shall be true and correct; (l) Bank shall have received Borrower's information return, Form 5500 Series, together with all schedules and attachments thereto, most recently filed with the Case, there has been no change, event, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse EffectInternal Revenue Service; and (vm) a Loan Notice. (b) All governmental authorizations Bank shall have received such other instruments, agreements and all third party consents and approvals necessary documents as Bank may request in connection with the transactions contemplated hereby shall have been obtained (without by this Agreement and the imposition of any conditions that are not reasonably acceptable to the Lender) and shall remain in effect; and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrainsAncillary Documents, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) The Order shall have been entered by the Bankruptcy Court, shall be in full force and effect and shall not have been amended, modified, stayed or reversed without the prior written consent of the Lender. (d) All of the “first day orders” and related orders submitted on or about the date of the commencement of the Case shall be all in form and substance reasonably satisfactory to the Lender Bank and the Borrower and, as entered, shall not deviate from the form thereof approved by the Lender in any material respect which is adverse to the interests of the Lender (such orders hereinafter being referred to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to the contrary, the relief sought in all such First Day Orders approved by the Lender shall be permitted herein and the consent of the Lender to such relief therein shall be deemed to have been obtained)its counsel. (e) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date. (f) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.